<DOCUMENT>
<TYPE>EX-12.5
<SEQUENCE>15
<FILENAME>u98617exv12w5.txt
<DESCRIPTION>EX-12.5 KOREAN SECURITIES AND EXCHANGE ACT
<TEXT>
<PAGE>

                                                                  Exhibit 12.5



SECURITIES AND EXCHANGE ACT

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    Wholly amended By            1976.12.22                 Act No. 2920
    Amended By                   1982.3.29                  Act No. 3541
    Amended By                   1987.11.28                 Act No. 3945
    Amended By                   1991.12.31                 Act No. 4469
    Amended By                   1994.1.5                   Act No. 4701
    Amended By                   1995.12.29                 Act No. 5041
    Amended By                   1997.1.13                  Act No. 5254
    Amended By                   1997.12.13                 Act No. 5423
    Amended By                   1998.1.8                   Act No. 5498
    Amended By                   1998.2.24                  Act No. 5521
    Amended By                   1998.5.25                  Act No. 5539
    Amended By                   1998.9.16                  Act No. 5559
    Amended By                   1998.12.28                 Act No. 5591
    Amended By                   1999.2.1                   Act No. 5736
    Amended By                   1999.5.24                  Act No. 5982
    Amended By                   2000.1.21                  Act No. 6176
    Amended By                   2001.3.28                  Act No. 6423
    Amended By                   2002.1.26                  Act No. 6623
    Amended By                   2002.4.27                  Act No. 6695


                          CHAPTER I GENERAL PROVISIONS

ARTICLE 1 (PURPOSE)

         The purpose of this Act is to contribute to the development of national
         economy by

<PAGE>


         attaining wide and orderly circulation of securities, and by protecting
         investors through fair issuance, purchase, sale or other transactions
         of securities.


ARTICLE 2 (DEFINITIONS)


         (1) The term "securities" in this Act shall mean any of the following
         subparagraphs: (Amended by Act No. 4469, Dec. 31, 1991; Act No. 5254,
         Jan. 13, 1997)

         1.Government bonds;

         2.Municipal bonds;

         3.Bonds issued by a corporation which is established under a special
         Act;

         4.Corporate bonds;

         5.Certificates of contribution issued by a corporation which is
         established under a special Act;

         6.Stock certificates, or instruments which represent preemptive right;

         7.Certificates or instruments issued by a foreign corporation, etc.,
         which have the same nature as those referred to in subparagraphs 1
         through 6 of this paragraph;

         8.Securities depository receipts which a person designated by the
         Presidential Decree issues based on underlying certificates or
         instruments issued by a foreign corporation, etc.; and

         9.Other certificates or instruments designated by the Presidential
         Decree, which are similar or related to those referred to in
         subparagraphs 1 through 8 of this paragraph.

<PAGE>

         (2) Such right as shall be represented by the securities referred to in
         each subparagraph of paragraph (1) shall be regarded as such
         securities, even before certificates of such securities have been
         issued with respect to such rights.

         (3) The term "public offering of new securities" in this Act shall mean
         a solicitation of an offer to acquire securities which are issued newly
         under the Presidential Decree. (Amended by Act No. 4469, Dec. 31, 1991;
         Act No. 5254, Jan. 13, 1997)

         (4) The term "public offering of outstanding securities" in this Act
         shall mean an offer to sell outstanding securities or a solicitation of
         an offer to buy those under the Presidential Decree. (Amended by Act
         No. 4469, Dec. 31, 1991; Act No. 5254, Jan. 13, 1997)

         (5) The term "issuer" in this Act shall mean a person who has issued or
         intends to issue any securities: Provided, That in issuing securities
         prescribed in paragraph (1) 8, the term "issuer" shall mean a person
         who has issued or intends to issue certificates or instruments which
         are the basis of such issuance. (Amended by Act No. 5254, Jan. 13,
         1997)

         (6) The term "underwriting" in this Act shall mean an act which falls
         under any of the following subparagraphs:

         1.To acquire from an issuer all or a part of securities with a view to
         distributing, in connection with issuance of the securities;

         2.To make a contract to acquire the unsold portion of securities with
         an issuer in connection with issuance of the securities, in a case
         where there is no one else to acquire it; and

         3.To make arrangements on behalf of an issuer for a public offering of
         new or outstanding securities, or to participate directly or indirectly
         in a public offering of new or outstanding securities in part, for the
         purpose of a commission or reward.


<PAGE>

         (7) The term "underwriter" in this Act shall mean any person who
         conducts one of the activities referred to in subparagraphs of
         paragraph (6). (Amended by Act No. 5423, Dec. 13, 1997)

         (8) The term "securities business" in this Act shall mean any business
         which falls under any of the following subparagraphs: (Amended by Act
         No. 5254, Jan. 13, 1997; Act No. 6423, Mar. 28, 2001)

         1.To buy and sell securities;

         2.To buy and sell securities on consignment;

         3.To act as an intermediary or an agent with respect to purchase and
         sale of securities (excluding what falls under subparagraph 8);

         4.To act as an intermediary or agent with respect to an entrustment of
         sale and purchase transactions to be executed on a securities market,
         Association brokerage market, or market in foreign country similar to
         those;

         5.To underwrite securities;

         6.To make a public offering of outstanding securities;

         7.To arrange for a public offering of new or outstanding securities;
         and

         8.To act as an intermediary or an agent with respect to the sale and
         purchase of securities and make other sale and purchase of securities
         necessary for the relevant intermediary business according to
         quotations falling under each of the following items for listed stocks
         or other stocks registered with the Korea Securities Dealers
         Association (hereinafter referred to as the "Association") established
         under Article 162, making use of information communications networks
         and electronic data-processing equipment, on behalf of many persons at
         the same

<PAGE>

         time:

         (a) Final quotations of the relevant stocks published by the securities
         market or Association brokerage market; and

         (b) The single price determined in such manner as prescribed by the
         Ordinance of the Ministry of Finance and Economy.

         (9) The term "securities company" in this Act means a company which
         conducts securities business in accordance with this Act.

         (10) The term "investment advisory business" and the term
         "discretionary investment business" in this Act mean the business
         falling under each of the following subparagraphs: (Amended by Act No.
         6176, Jan. 21, 2000)

         1.The investment advisory business: The business of offering advice
         orally or in writing, or in other manner with respect to the judgment
         of value of securities or investment in securities (referring to the
         judgment on kinds, items, quantity, and price of securities subject to
         investment, and the classification, methods and time of trading such
         securities; hereinafter the same shall apply): Provided, That any
         advice that is made through publications, etc. issued for many and
         unspecified persons and is prescribed by the Presidential Decree shall
         be excluded; and

         2.The discretionary investment business: The business of making
         investments for customers after being entrusted by such customers with
         the whole or part of the investment judgment that is made based on the
         analysis of the value of securities, etc.

         (11) The term "investment advisory company" in this Act shall mean a
         company which conducts the investment advisory business or investment
         discretionary business under this Act. (Amended by Act No. 3945, Nov.
         28, 1987; Act No. 5736, Feb. 1, 1999)

<PAGE>

         (12) The term "securities market" in this Act shall mean a market which
         is established by the Korea Stock Exchange (hereinafter referred to as
         the "Stock Exchange") under the provisions of Article 71 for sale and
         purchase transaction of securities.

         (13) The terms "listed corporation", "unlisted corporation",
         "stock-listed corporation" and "stock-unlisted corporation" in this Act
         shall mean: (Amended by Act No. 5736, Feb. 1, 1999)

         1.Listed corporation: issuer of securities listed on the securities
         market;

         2.Unlisted corporation: issuer of securities not listed on the
         securities market;

         3.Stock-listed corporation: corporation which has issued stocks listed
         on the securities market; and

         4.Stock-unlisted corporation: corporation which has issued stocks not
         listed on the securities market.

         (14) The term "Association brokerage market" in this Act shall mean a
         market operated by the Association for the purpose of brokering sale
         and purchase transactions of securities prescribed by the Presidential
         Decree. (Newly Inserted by Act No. 5254, Jan. 13, 1997; Act No. 6423,
         Mar. 28, 2001)

         (15) The term "Association-registered corporation" in this Act shall
         mean a corporation which is registered with the Association pursuant to
         Article 172-2. (Newly Inserted by Act No. 5254, Jan. 13, 1997)

         (16) The term "foreign corporation" in this Act shall mean a foreign
         government, foreign local government, foreign public institution,
         foreign enterprise established under foreign Acts and subordinate
         statutes, international finance organization established under a
         treaty, or person who is designated by the Ordinance of the Ministry of
         Finance and Economy. (Newly Inserted by Act No. 5254, Jan. 13, 1997;
         Act No. 5423, Dec. 13, 1997; Act No. 5539, May 25, 1998)


<PAGE>


         (17) The term "securities-related institution" in this Act shall mean:
         (Amended by Act No. 5736, Feb. 1, 1999)

         1.An institution which has been established, licensed to do operations
         or business, or registered under this Act;

         2.A management company or trustee company under the Securities
         Investment Trust Business Act; and

         3.An asset management company or a custodian under the Mutual Funds
         Act.

         (18) The term "employee stock ownership association" in this Act shall
         mean an organization created after satisfying requirements prescribed
         by the Presidential Decree for the purpose of promoting the welfare of
         employees and enhancing their economic status through the management of
         stocks acquired by such employees of any stock-listed corporation, any
         Association-registered corporation, or any corporation, registered
         under Article 3, which intends to list newly its stock certificates.
         (Newly Inserted by Act No. 5254, Jan. 13, 1997; Act No. 6176, Jan. 21,
         2000; Act No. 6423, Mar. 28, 2001)

         (19) The term "outside director" in this Act shall mean a director who
         does not engage in the regular business of the relevant company and is
         selected and appointed under Article 54-5 or 191-16. (Newly Inserted by
         Act No. 6176, Jan. 21, 2000; Act No. 6423, Mar. 28, 2001)


ARTICLE 2-2 (FICTION OF SECURITIES INDEX AS SECURITIES)


         (1) Stockprice index or other securities index which indicate
         comprehensively the price levels of many types of stock certificates or
         other securities according to


<PAGE>

         their classification and which is designated by the Stock Exchange
         (hereinafter referred to as "securities index") shall be deemed
         securities.

         (2) Any transactions which make an agreement of receiving and giving
         money calculated by the margin between the value of securities index in
         advance determined by parties according to the standards and procedures
         as determined by the Stock Exchange and the value of securities index
         which actually arises at a given time in the future in respect of
         securities index (hereinafter referred to as "futures transaction of
         securities index") shall be deemed sales transaction of securities.

         (3) In applying this Act to futures transactions of securities index,
         the value of securities index shall be securities prices.
         [This Article Newly Inserted by Act No. 4701, Jan. 5, 1994]


                 CHAPTER II REGISTRATION OF ISSUER OF SECURITIES

ARTICLE 3 (REGISTRATION OF ISSUER OF SECURITIES)

         Any issuer who falls under any of the following subparagraphs shall be
         registered with the Financial Supervisory Commission so as to provide
         for a fair issuance of securities and public disclosure of information
         as to a business corporation: Provided, That the same shall not apply
         to issuers of securities as prescribed in Article 2 (1) 1 through 3, 4
         (limited to corporate bonds as prescribed by the Presidential Decree),
         and 5, and of such other securities as determined by the Presidential
         Decree: (Amended by Act No. 3541, Mar. 29, 1982; Act No. 3945, Nov. 28,
         1987; Act No. 4469, Dec. 31, 1991; Act No. 5254, Jan. 13, 1997; Act No.
         5423, Dec. 13, 1997; Act No. 5498, Jan. 8, 1998; Act No. 5736, Feb. 1,
         1999; Act No. 6176, Jan. 21, 2000; Act No. 6423, Mar. 28, 2001; Act No.
         6623, Jan. 26, 2002)

<PAGE>

         1.Deleted; (by Act No. 6623, Jan. 26, 2002)

         2.A corporation that is neither Association-registered corporation nor
         listed corporation, which intends to make a public offering of new or
         outstanding securities;

         3.A corporation that is neither Association-registered corporation nor
         listed corporation, which intends to merge with a stock-listed
         corporation or an Association-registered corporation;

         4.Deleted; (by Act No. 6623, Jan. 26, 2002)

         5.A corporation under incorporation which intends to make a public
         offering of new securities; and

         6.A corporation which intends to grant the stock option pursuant to
         Article 189-4.


ARTICLE 4 (DOCUMENTS FOR REGISTRATION)

         An issuer of securities who applies for the registration pursuant to
         the provisions of Article 3 shall file documents as determined by the
         Financial Supervisory Commission such as general situations and
         property conditions of the company, with the Financial Supervisory
         Commission. In case where any significant matters stated in the filed
         documents are modified, such information shall also be filed with the
         Financial Supervisory Commission. (Amended by Act No. 4469, Dec. 31,
         1991; Act No. 5498, Jan. 8, 1998)


ARTICLE 5 (DISCLOSURE OF DOCUMENTS FILED FOR REGISTRATION)

         The Financial Supervisory Commission may offer the documents filed
         pursuant to

<PAGE>

         Article 4 for public inspection. (Amended by Act No. 5498, Jan. 8,
         1998)


ARTICLE 6 (ADMINISTRATION OF REGISTERED CORPORATION)

         With respect to a corporation which has been registered with the
         Financial Supervisory Commission pursuant to the provisions of Article
         3 (hereinafter referred to as a "registered corporation"), the
         Financial Supervisory Commission may prescribe the criteria for sound
         management of the registered corporation such as financing the
         corporate and improving financial structure, and make necessary
         recommendations. (Amended by Act No. 5498, Jan. 8, 1998) [This Article
         Wholly Amended by Act No. 3541, Mar. 29, 1982]


                       CHAPTER III REGISTRATION STATEMENT

ARTICLE 7 (SCOPE OF APPLICATION)

         No provisions of this Chapter shall apply to the securities referred to
         in Article 2 (1) 1 through 3 (including bonds that are deemed bonds of
         subparagraph 3 in other Acts and subordinate statutes, but excluding
         bonds prescribed by the Presidential Decree) and 5 and to such other
         securities as determined by the Presidential Decree. (Amended by Act
         No. 4469, Dec. 31, 1991; Act No. 6423, Mar. 28, 2001)


ARTICLE 8 (REGISTRATION OF PUBLIC OFFERING)


         (1) Where the total value of a public offering of new or outstanding
         securities, which is calculated as prescribed by the Ordinance of the
         Ministry of Finance and Economy, is not less than the amount prescribed
         by the Ordinance of the Ministry of Finance and Economy, the public
         offering of such securities may not be made


<PAGE>

         unless the issuer files a registration statement on such securities
         with the Financial Supervisory Commission and the registration
         statement is accepted by the Financial Supervisory Commission:
         Provided, That if the issuer determines a period in which he is to
         issue securities pursuant to the Ordinance of the Ministry of Finance
         and Economy, and files en bloc a registration statement of securities
         to be offered publicly during the period (hereinafter referred to as
         "shelf registration statement") with the Financial Supervisory
         Commission, and the shelf registration statement is accepted by the
         Financial Supervisory Commission, he shall not be required to file
         separately the registration statement on securities to be offered
         publicly in such period. (Amended by Act No. 4469, Dec. 31, 1991; Act
         No. 5254, Jan. 13, 1997; Act No. 5498, Jan. 8, 1998; Act No. 5539, May
         25, 1998; Act No. 6423, Mar. 28, 2001)

         (2) Matters on the predictions or prospects for the issuer's future
         financial status or results of operation which fall under any of the
         following subparagraphs (hereinafter referred to as "predicted
         information") may be entered or indicated in a registration statement
         under paragraph (1). In this case, the entry or indication of predicted
         information shall be made through the methods as prescribed in Article
         14 (2) 1, 2 and 4: (Newly Inserted by Act No. 5736, Feb. 1, 1999)

         1.Matters on the issuer's results of operation such as size in sales
         and revenues, or other predictions or prospects for results of
         operation;

         2.Matters on the predictions or prospects for the issuer's financial
         status such as the size in capital stock and funds flows;

         3.Matters on the issuer's results of operation or changes in financial
         status, and targeted levels at a certain point due to the occurrence of
         a particular event or the establishment of a particular plan; and

         4.Other matters on the predictions or prospects for the issuer's future
         as determined by the Presidential Decree.

         (3) In filing a registration under paragraph (1), where the matters to
         be entered in

<PAGE>

         such registration or accompanying documents are the same as those which
         have already been filed, the Commission may allow the issuer to
         substitute the documents referring to the same information which has
         already been filed for the above documents. (Amended by Act No. 5423,
         Dec. 13, 1997; Act No. 5539, May 25, 1998; Act No. 6176, Jan. 21, 2000)

         (4) Matters necessary for the matters to be stated in the registration
         statement or accompanying documents referred to in paragraphs (1)
         through (3) shall be determined by the Presidential Decree. (Newly
         Inserted by Act No. 5423, Dec. 13, 1997; Act No. 5539, May 25, 1998;
         Act No. 5736, Feb. 1, 1999; Act No. 6176, Jan. 21, 2000)


ARTICLE 9 (EFFECTIVE DATE OF REGISTRATION STATEMENT, ETC.)


         (1) A statement pursuant to the provisions of Article 8 (1)
         (hereinafter referred to as a "registration statement") shall come into
         force on such date as the time period prescribed by the Ordinance of
         the Ministry of Finance and Economy elapses after the receipt thereof
         by the Financial Supervisory Commission. (Amended by Act No. 5254, Jan.
         13, 1997; Act No. 5498, Jan. 8, 1998; Act No. 5539, May 25, 1998)

         (2) The effect taken pursuant to the provisions of paragraph (1) shall
         not be construed as assuring that the truth or the accuracy of such
         matters stated in the registration statement has been recognized on its
         face value or that the Government has guaranteed or approved the value
         of the securities specified in the registration statement. (Amended by
         Act No. 5498, Jan. 8, 1998)

         (3) In case where an issuer of securities intends to withdraw a
         registration statement of securities, he shall file a registration
         statement on withdrawal with the Financial Supervisory Commission
         before such registration statement takes effect. (Newly Inserted by Act
         No. 4469, Dec. 31, 1991; Act No. 5423, Dec. 13, 1997; Act No. 5498,
         Jan. 8, 1998; Act No. 5539, May 25, 1998; Act No. 6176, Jan. 21, 2000)

<PAGE>

         [This Article Wholly Amended by Act No. 3541, Mar. 29, 1982]


ARTICLE 10 (RESTRICTIONS ON TRANSACTIONS)


         (1) In case where there is an offer to acquire or purchase securities,
         unless a registration statement has taken effect pursuant to the
         provisions of Article 9, no issuer or seller of securities specified
         therein nor his agent shall accept such offer. (Amended by Act No.
         3541, Mar. 29, 1982)

         (2) No issuer who filed a shelf registration statement pursuant to the
         proviso of Article 8 (1), shall accept any offer for acquisition or
         purchase of securities, unless he files additional documents of shelf
         registration statement determined by the Presidential Decree at each
         time he makes a public offering of new or outstanding securities.
         (Newly Inserted by Act No. 4469, Dec. 31, 1991; Act No. 5423, Dec. 13,
         1997; Act No. 5539, May 25, 1998; Act No. 6176, Jan. 21, 2000)


ARTICLE 11 (AMENDMENT STATEMENT)


         (1) If it appears to the Financial Supervisory Commission that a
         registration statement is incomplete in its form or inadequate in any
         material information required to be stated therein, the Financial
         Supervisory Commission may, with presenting the reasons thereof, issue
         an order to file an amendment statement. (Amended by Act No. 5498, Jan.
         8, 1998)

         (2) In case where an order is issued pursuant to the provisions of
         paragraph (1), the registration statement concerned shall be construed
         not to be received by the Commission after the date on which the order
         is issued.

         (3) A person who has filed a registration statement may file an
         amendment

<PAGE>

         statement, if there occurs any modification in matters entered in the
         registration statement before the day of subscription as determined by
         the statement commences. In this case, if important matters as
         determined by the Ordinance of the Ministry of Finance and Economy are
         modified, the amendment statement thereof shall be filed without fail.
         (Amended by Act No. 3945, Nov. 28, 1987; Act No. 4469, Dec. 31, 1991;
         Act No. 5423, Dec. 13, 1997; Act No. 5539, May 25, 1998)

         (4) A person who filed a shelf registration statement as prescribed in
         the proviso of Article 8 (1), notwithstanding the provisions of
         paragraph (3), may file an amendment statement before the predetermined
         issue period is terminated. In this case, the predetermined issue
         amount and period may not be revised. (Newly Inserted by Act No. 4469,
         Dec. 31, 1991)

         (5) If an amendment statement is filed pursuant to the provisions of
         paragraph (1), (3) or (4), a registration statement on securities shall
         be regarded as filed and received on the day of receipt of the
         amendment statement. (Amended by Act No. 4469, Dec. 31, 1991)


ARTICLE 12 (PREPARATION AND DISCLOSURE OF PROSPECTUS)


         (1) When an issuer of securities makes a public offering of new or
         outstanding securities pursuant to Article 8, such issuer shall prepare
         a prospectus under the conditions as determined by the Presidential
         Decree, and make it available for public inspection at a place
         determined by the Ordinance of the Ministry of Finance and Economy.
         (Amended by Act No. 3541, Mar. 29, 1982; Act No. 3945, Nov. 28, 1987;
         Act No. 4469, Dec. 31, 1991; Act No. 5254, Jan. 13, 1997; Act No. 5423,
         Dec. 13, 1997; Act No. 5539, May 25, 1998; Act No. 6176, Jan. 21, 2000)

         (2) In the prospectus as prescribed in paragraph (1), particulars
         different from the contents mentioned in the registration statement
         (including additional documents of

<PAGE>

         shelf registration statement as prescribed in Article 10 (2); hereafter
         the same shall apply in this Chapter) shall not be mentioned, or
         matters to be entered in the registration statement shall not be
         omitted: Provided, That the same shall not apply to the matters as
         prescribed by the Presidential Decree from among matters which are not
         appropriate for being offered for public inspection, considering
         balance between interests of keeping secret in management of business
         and protection of investors. (Amended by Act No. 4469, Dec. 31, 1991;
         Act No. 5254, Jan. 13, 1997)


ARTICLE 13 (JUSTIFIABLE USE OF PROSPECTUS)


         (1) No one shall be permitted to allow any other person to acquire
         securities the registration of which has taken effect or shall sell
         such securities to such other person before a prospectus prepared in
         accordance with the provisions of Article 12 is, upon a request by the
         other person, given to him. In this case, when the prospectus is given
         in the form of digitally recorded document in accordance with the
         provisions of Article 194-2, such prospectus shall be deemed to be
         given when requirements falling under each of the following
         subparagraphs are satisfied:

         1.It is required that a person to receive or be transmitted with a
         digitally recorded document (hereinafter referred to as the "recipient
         of digitally recorded document") agree to the receipt or the
         transmission of a prospectus in the form of the digitally recorded
         document;

         2.It is required that the recipient of digitally recorded document
         designate the kind of an electronically transferable media through and
         a place at which he receives or is transmitted with the digitally
         recorded document;

         3.It is required to confirm that the recipient of digitally recorded
         document has received or has been transmitted with a digitally recorded
         document; and

         4.The digitally recorded document is required to be identical in
         content with the

<PAGE>

         prospectus paper.

         (2) Where any person intends to induce subscriptions for new or
         outstanding securities subject to the registration under the provisions
         of Article 8 for the purpose of executing a public offering or other
         transactions thereof, he shall induce such subscriptions in a manner
         falling under any of the following subparagraphs:

         1.A manner in which the prospectus under the provisions of Article 12
         is used after the registration of securities comes into force under the
         provisions of Article 9 (1);

         2.A manner in which an issuer uses a preliminary prospectus (referring
         to the prospectus additionally indicating the fact that the
         registration has yet to come into force) prepared on the conditions as
         prescribed by the Presidential Decree before the registration of
         securities comes into force after such registration has been accepted
         under the provisions of Article 9 (1); and

         3.A manner in which an issuer uses a simple prospectus (referring to a
         document, a digitally recorded document and other devices or
         indications similar to them that omit part of matters or include
         extracted matters from among the matters to be entered in the
         prospectus statement) prepared on the conditions as prescribed by the
         Presidential Decree through ads making use of newspapers, broadcasts
         and magazines, etc., handbooks, publicity leaflets, or electronically
         transferable media after his registration of securities is accepted
         under the provisons of Article 9 (1).
         [This Article Wholly Amended by Act No. 6176, Jan. 21, 2000]


ARTICLE 14 (LIABILITIES FOR COMPENSATION DUE TO FALSE STATEMENTS)


         (1) If a purchaser of securities sustains damage because a registration
         statement or a prospectus (including a preliminary prospectus and a
         simple prospectus; hereafter in this Article the same shall apply) of
         securities as prescribed in Article 12 includes false statements or
         indications or fails to state or indicate important

<PAGE>

         matters, the following persons shall be liable to compensate for the
         damage: Provided, That the same shall not apply where a person who may
         be liable for compensation proves that he could not know such false
         facts or omissions of that prospectus in spite of his exercise of due
         diligence, or where the purchaser of such securities has known the fact
         at the time of his offering to acquire them: (Amended by Act No. 6176,
         Jan. 21, 2000)

         1.A registrant under the registration statement concerned and directors
         of the corporation concerned at the time of registration (if the
         registration statement is filed before the corporation is incorporated,
         its promoter);

         2.Certified public accountants, appraisers or persons specialized in
         credit ratings who certified or signed that matters stated in the
         registration statement or documents attached thereto are true or
         correct;

         3.A person who has made a contract to underwrite the securities with
         the issuer;

         4.A person who has prepared or delivered the prospectus; and

         5.A holder of outstanding securities offered for sale at the time of
         registration for public offering of outstanding securities.

         (2) Where predicted information is entered or indicated through the
         following methods, any person falling under any subparagraph of
         paragraph (1), notwithstanding the provisions of paragraph (1), shall
         not be liable to compensate for the damage concerned: Provided, That
         this shall not apply where the purchaser of securities does not know
         the fact that there are false entries or indications in predicted
         information or that material matters are not entered or indicated at
         the time of his offering to acquire them, and where he proves that any
         person falling under any subparagraph of paragraph (1) was by intention
         or by gross negligence responsible for the entry or indication:

         1.The entry or indication concerned shall specify that it is predicted
         information;

<PAGE>

         2.The basis for the assumption or judgement for predictions or
         prospects shall be specified;

         3.The entry or indication concerned shall be faithfully made on the
         basis of rational foundations or assumptions; and

         4.A warning phrase that predicted values may differ from actual results
         shall be specified in the entry or indication concerned.

         (3) The provisions of paragraph (2) shall not apply where a corporation
         other than stock-listed corporations and Association-registered
         corporations submits a registration statement of securities for the
         first time for the public offering of new or outstanding securities.
         [This Article Wholly Amended by Act No. 5736, Feb. 1, 1999]


ARTICLE 15 (AMOUNT OF LIABILITY TO BE COMPENSATED)


         (1) The amount to be compensated for damage pursuant to the provisions
         of Article 14 shall be the difference between the amount actually paid
         by the claimant for the acquisition of securities and the amount which
         falls under any of the following subparagraphs:

         1.The market price of securities at the time of the closing of oral
         proceedings, if a lawsuit is entered against the securities concerned
         (in case where no market price is available, an estimated price at
         which the securities would be disposed of); and

         2.The price at which the securities were disposed of, in case where
         such disposition of securities has been made prior to the time of the
         closing of oral proceedings referred to in subparagraph 1 of this
         paragraph.


<PAGE>

         (2) Notwithstanding the provisions of paragraph (1), where a person
         liable for compensation for damage pursuant to the provisions of
         Article 14 proves that a claimant has sustained all or part of the
         damage without regard to any false statement or indication or any
         omission of the entry or indication of material matters, he is not
         bound to compensate for damage of such part. (Newly Inserted by Act No.
         5254, Jan. 13, 1997)


ARTICLE 16 (EXTINCTION OF CLAIMS)

         The compensation liabilities for damage pursuant to the provisions of
         Article 14 shall be extinguished, unless the claimant exercises such
         right within one year from the date on which he discovers the fact or
         within three years from the time when a registration statement has
         taken effect.


ARTICLE 17 (AFTER-REPORT)

         An issuer of securities specified in a registration statement then in
         effect shall file with the Financial Supervisory Commission a report on
         results of public offering of new or outstanding securities under the
         conditions as determined by the Financial Supervisory Commission.
         (Amended by Act No. 3541, Mar. 29, 1982; Act No. 5423, Dec. 13, 1997;
         Act No. 5498, Jan. 8, 1998; Act No. 5539, May 25, 1998; Act No. 6176,
         Jan. 21, 2000)


ARTICLE 18 (DISCLOSURE OF REGISTRATION STATEMENT AND AFTER-REPORT)

         A registration statement of securities and an after-report pursuant to
         Article 17 (hereinafter referred to as an "after-report") shall be kept
         in the Financial Supervisory Commission and made available for public
         inspection under the conditions as prescribed by the Presidential
         Decree: Provided, That the same shall not apply to the matters as
         prescribed by the Presidential Decree from among

<PAGE>

         matters which are not appropriate for being offered for public
         inspection, considering balance between interests of keeping secret in
         management of business and protection of investors. (Amended by Act No.
         5254, Jan. 13, 1997; Act No. 5498, Jan. 8, 1998)


ARTICLE 18-2 (PUBLIC OFFERING WITHOUT FILING REGISTRATION STATEMENT)

         Any issuer who makes a public offering of new or outstanding securities
         without filing a registration statement in accordance with the
         provisions of Article 9 (1) shall disclose matters concerning his
         financial standing and take measures prescribed by the Presidential
         Decree to protect investors.
         [This Article Newly Inserted by Act No. 6176, Jan. 21, 2000]


ARTICLE 19 (REPORT AND INVESTIGATION)


         (1) The Financial Supervisory Commission, if necessary in the public
         interest or for protection of investors, may order a registrant under
         the registration statement, an issuer of securities, an underwriter
         thereof, and any other related persons to file a report or materials
         for reference, or may have the Governor of the Financial Supervisory
         Service established under the Act on the Establishment, etc. of
         Financial Supervisory Organization (hereinafter referred to as the
         "Financial Supervisory Service") investigate account books, documents
         and any other related materials of such registrant, issuer, underwriter
         and other related persons. (Amended by Act No. 5254, Jan. 13, 1997; Act
         No. 5498, Jan. 8, 1998)

         (2) A person who investigates pursuant to the provisions of paragraph
         (1) shall carry along a certificate which proves his authority to
         investigate and shall present such certificate to persons concerned.
         (Amended by Act No. 5254, Jan. 13, 1997)

<PAGE>

ARTICLE 20 (DISPOSITION RIGHT OF FINANCIAL SUPERVISORY COMMISSION)

         In the case falling under any of the following subparagraphs, the
         Financial Supervisory Commission, after showing reason therefor and
         making a public notice of such fact, order the issuer of securities
         concerned to make an amendment, and if necessary, the Financial
         Supervisory Commission may suspend or prohibit the issuance of such
         securities, public offering of new or outstanding securities or other
         transactions with respect thereto or may take measures as prescribed by
         the Presidential Decree. In this case, the Financial Supervisory
         Commission may determine procedures and criteria necessary for taking
         measures against the issuer of securities: (Amended by Act No. 5254,
         Jan. 13, 1997; Act No. 5498, Jan. 8, 1998; Act No. 6176, Jan. 21, 2000;
         Act No. 6423, Mar. 28, 2001)

         1.In case that a registration statement or an after-report is not
         submitted or such statement or such report contains false statements or
         omits important matters;

         2.In case that a prospectus does not comply with the provisions of
         Article 12 or 13;

         3.In case that a violation of the provisions of Article 13 (2) is
         committed with respect to the public offering of new or outstanding
         securities and other transactions of securities through a preliminary
         prospectus or a simple prospectus; and

         4.In case that a violation of the provisions of Article 18-2 is
         committed.


                     CHAPTER IV TENDER OFFER FOR SECURITIES

ARTICLE 21 (APPLICABLE OBJECT OF TENDER OFFER)

<PAGE>


         (1) A person who intends to acquire voting stocks or any other
         securities as prescribed by the Presidential Decree (hereinafter
         referred to as "stocks, etc.") through purchase, exchange, bid or any
         other acquisition by transfer (hereafter referred to as "purchase,
         etc." in this Chapter) from persons of not less than the number as
         prescribed by the Presidential Decree outside the securities market or
         Association brokerage market during the period as prescribed by the
         Presidential Decree shall acquire the stocks, etc. through tender
         offer, in case where the total number of the stocks, etc. held
         (including the cases prescribed by the Presidential Decree as owning or
         its equivalent; hereafter the same shall apply in this Chapter and
         Article 200-2) by the person himself and specially related persons
         (this means the specially related person as prescribed by the
         Presidential Decree; hereinafter the same shall apply) after the
         purchase, etc. is 5/100 or more of the total number of the stocks, etc.
         (including the case where the person himself and specially related
         persons who have acquired 5/100 or more of the total number of the
         stocks, etc. make purchase, etc. of the stocks, etc.): Provided, That
         the same shall not apply with respect to purchase, etc. as prescribed
         by the Presidential Decree, considering the type thereof and other
         circumstances.

         (2) Deleted. (by Act No. 5521, Feb. 24, 1998)

         (3) In this Chapter, the term "tender offer" means making an offer to
         buy stocks, etc. (including exchange with other securities; hereafter
         the same shall apply in this Chapter) or a solicitation of an offer to
         sell stocks, etc. (including exchange with other securities; hereafter
         the same shall apply in this Chapter) against many and unspecified
         persons, and buying them outside the securities market and Association
         brokerage market.

         (4) Number of stocks, etc. and total number of stocks, etc. pursuant to
         the provisions of paragraph (1) shall be the number calculated by the
         method as prescribed by the Ordinance of the Ministry of Finance and
         Economy. (Amended by Act No. 5521, Feb. 24, 1998; Act No. 5539, May 25,
         1998)


<PAGE>

         (5) The term "person handling tender offer affairs" means a person in
         charge of keeping in custody stocks, etc. to be purchased, paying funds
         necessary for making tender offer or offering securities subject to a
         swap and handling administrative affairs related to tender offer on
         behalf of any person who intends to make tender offer. In this case,
         any person qualified to act as such agent shall be limited to a
         securities company. (Newly Inserted by Act No. 6423, Mar. 28, 2001)
         [This Article Wholly Amended by Act No. 5254, Jan. 13, 1997]


ARTICLE 21-2 (PUBLICATION OF TENDER OFFER AND SUBMISSION OF TENDER OFFER
STATEMENT)


         (1) Any person who intends to make tender offer shall publish matters
         falling under each of the following subparagraphs (hereinafter referred
         to as "publication of tender offer") under the conditions as prescribed
         by the Presidential Decree:

         1.A person who intends to make tender offer;

         2.A person who issues stocks, etc. subject to tender offer;

         3.The objective of tender offer;

         4.Kinds and numbers of stocks, etc. subject to tender offer;

         5.The period of tender offer and tender offer conditions such as
         prices, settlement date, etc.; and

         6.Details of purchase funds and other matters prescribed by the
         Presidential Decree.

         (2) Any person who has published his tender offer (hereinafter referred
         to as "tender offerer" shall file a statement containing matters
         falling under each of the following subparagraphs with the Financial
         Supervisory Commission (hereinafter referred to as a "tender offer
         statement") on the date on which his tender offer is


<PAGE>

         published (hereinafter referred to as the "publication date of tender
         offer") under the conditions as prescribed by the Presidential Decree:
         Provided, That in the event that the publication date of tender offer
         falls under any holiday or any other day prescribed by the Financial
         Supervisory Commission, the tender offer statement may be submitted on
         the day next thereto:

         1.Matters concerning tender offerer and specially related persons;

         2.Issuers of stocks, etc. subject to tender offer;

         3.Objective of tender offer;

         4.Kinds and numbers of stocks, etc. subject to tender offer;

         5.Period of tender offer and tender offer conditions such as prices and
         settlement date, etc.;

         6.In the event a contract exists that aims for the purchase of stocks,
         etc. without depending on tender offer after the publication date of
         tender offer, details of such contract; and

         7.Details of purchase funds and other matters prescribed by the
         Presidential decree.

         (3) The period of tender offer referred to in paragraphs (1) and (2)
         shall be set within the scope of the period prescribed by the
         Presidential Decree.

         (4) The provisions of Article 8 (2) shall apply mutatis mutandis to the
         tender offer statement.
         [This Article Wholly Amended by Act No. 6423, Mar. 28, 2001]


ARTICLE 21-3 (RESTRICTIONS ON VOTING RIGHTS, ETC.)


<PAGE>

         In case where a person has made purchase, etc. of stocks, etc. in
         violation of the provisions of Article 21 (1) or 21-2 (1) and (2), he
         may not exercise the voting rights on the stocks concerned (including
         stocks which are acquired through exercise of rights related to the
         stocks, etc. concerned) during the period as prescribed by the
         Presidential Decree, and the Financial Supervisory Commission may order
         to dispose of the stocks, etc. concerned (including stocks which are
         acquired through exercise of rights related to the stocks, etc.
         concerned). (Amended by Act No. 5498, Jan. 8, 1988; Act No. 5521, Feb.
         24, 1998; Act No. 6423, Mar. 28, 2001) [This Article Newly Inserted by
         Act No. 5254, Jan. 13, 1997]


ARTICLE 22 (SUBMISSION OF COPY OF TENDER OFFER STATEMENT)

         Any tender offerer shall, when he files a tender offer statement,
         promptly send a copy thereof to each of issuers of stocks, etc. subject
         to his tender offer (referring to persons prescribed by the
         Presidential Decree in case of stocks, etc. prescribed by the
         Presidential Decree; hereafter in this Chapter the same shall apply)
         and also submit such copy to the Stock Exchange or the Association.
         [This Article Wholly Amended by Act No. 6423, Mar. 28, 2001]


ARTICLE 23 (RESTRICTIONS ON PURCHASES BY TENDER OFFERER)


         (1) Any tender offerer (including any person handling tender offer
         affairs; hereafter in this Article and Article 24 the same shall apply)
         shall be prohibited from making any tender offer prior to the lapse of
         three days (excluding any holiday and any other day prescribed by the
         Financial Supervisory Commission in calculating the period) from the
         publication date of tender offer (referring to the next date in case of
         the date falling under the proviso of Article 21-2 (2)). (Amended by
         Act No. 6423, Mar. 28, 2001)


<PAGE>

         (2) Except for the case as prescribed by the Presidential Decree, no
         tender offerer (including a specially related person) shall, during the
         period from the date on which tender offer is permitted pursuant to
         paragraph (1) to the date on which period of tender offer expires, make
         any purchase of securities specified in the said statement by other
         means than a tender offer.

         (3) Except for the case as prescribed by the Presidential Decree, no
         person who has ever purchased stocks, etc. concerned through tender
         offer for 6 months of the past from the publication date of tender
         offer (including specially related persons) shall purchase the stocks,
         etc. concerned through tender offer. (Amended by Act No. 6423, Mar. 28,
         2001)

         (4) An issuer of stocks, etc. subject to tender offer shall not, during
         the period as referred to in paragraph (2), commit an act as prescribed
         by the Presidential Decree among the acts which may change the number
         of voting stocks.
         [This Article Wholly Amended by Act No. 5254, Jan. 13, 1997]


ARTICLE 23-2 (AMENDMENT STATEMENT AND PUBLICATION, ETC.)


         (1) Any tender offerer, in case where he intends to modify the terms
         for purchase, shall file an amendment statement by the date on which
         period of tender offer expires: Provided, That reduction of purchase
         price, decrease of number of stocks, etc. which are intended to be
         purchased, extension of payment period of purchase amount and other
         purchase conditions as prescribed by the Presidential Decree shall not
         be modified. (Amended by Act No. 5423, Dec. 13, 1997; Act No. 5539, May
         25, 1998; Act No. 6176, Jan. 21, 2000)

         (2) Any tender offerer shall, when he files an amendment statement
         under paragraph (1), promptly publish the fact and details of what is
         amended (limited to matters contained in the publication of tender
         offer). In this case, the method of making such publication shall be
         governed by the provisions of Article 21-2 (1).

<PAGE>

         (Newly Inserted by Act No. 6423, Mar. 28, 2001)

         (3) The provisions of Articles 11 (1), (2) and (5), 22, and 23 (1)
         shall apply mutatis mutandis to any tender offer statement and any
         amendment statement. (Amended by Act No. 6423, Mar. 28, 2001)
         [This Article Newly Inserted by Act No. 5254, Jan. 13, 1997]


ARTICLE 24 (PREPARATION AND USE OF PROSPECTUS FOR TENDER OFFER)


         (1) A tender offerer, when he intends to purchase securities through
         tender offer, shall prepare a prospectus for such tender offer
         (hereinafter referred to as "prospectus for tender offer") under the
         conditions as prescribed by the Ordinance of the Ministry of Finance
         and Economy, and shall keep it at the place as prescribed by the
         Ordinance of the Ministry of Finance and Economy in order to make it
         available for public inspection. (Amended by Act No.
         5254, Jan. 13, 1997; Act No. 5539, May 25, 1998)

         (2) The provisions of Article 13 shall apply mutatis mutandis to the
         use of a prospectus for tender offer.


ARTICLE 24-2 (WITHDRAWAL OF TENDER OFFER)


         (1) A tender offerer may not withdraw a tender offer after it has been
         possible to make a tender offer pursuant to Article 23 (1): Provided,
         That in such case as prescribed by the Presidential Decree, he may
         withdraw a tender offer by the last day of the tender offer period.

         (2) In case where a tender offerer intends to withdraw a tender offer
         pursuant to paragraph (1), a withdrawal statement shall be filed with
         the Financial Supervisory


<PAGE>

         Commission and the Stock Exchange or the Association, and the contents
         thereof shall be announced publicly. (Amended by Act No. 5423, Dec. 13,
         1997; Act No. 5498, Jan. 8, 1998; Act No. 5539, May 25, 1998; Act No.
         6176, Jan. 21, 2000)

         (3) A person who accepts an offer to buy stocks, etc. subject to tender
         offer or gives his offer (hereinafter referred to as "tender") to sell
         them (hereinafter referred to as a "tendering stockholder"), may cancel
         such tender at any time during tender offer period. In this case, a
         tender offerer may claim damages or penalty due to cancellation of
         tender by a tendering stockholder.
         [This Article Newly Inserted by Act No. 5254, Jan. 13, 1997]


ARTICLE 25 (PRESENTATION OF OPINION ON TENDER OFFER)

         An issuer of stocks, etc. for which a tender offer statement has been
         filed, may present his opinion on the tender offer concerned under the
         conditions as prescribed by the Presidential Decree. In this case, the
         issuer shall file a written statement describing the contents of such
         opinion without delay with the Financial Supervisory Commission and,
         the Stock Exchange or the Association, as the case may be. (Amended by
         Act No. 5254, Jan. 13, 1997; Act No. 5498, Jan. 8, 1998)


ARTICLE 25-2 (CONDITIONS AND MANNERS OF TENDER OFFER)


         (1) A tender offerer shall purchase without delay all the stocks, etc.
         tendered according to the purchase conditions and manners stated in the
         tender offer statement on and after the day following the expiration
         date of tender offer period: Provided, That in case where the
         Presidential Decree prescribes, the same shall not apply.

         (2) Price of tender offer shall be uniform. (Amended by Act No. 5521,
         Feb. 24, 1998)

<PAGE>
         [This Article Newly Inserted by Act No. 5254, Jan. 13, 1997]



ARTICLE 25-3 (LIABILITY FOR DAMAGES OF TENDER OFFERER)


         (1) The provisions of Article 14 (1) shall apply mutatis mutandis to
         damages which a person falling under any of the following subparagraphs
         causes to tendering stockholder in connection with a tender offer
         statement and public notice thereof, an amendment statement and public
         notice thereof pursuant to Article 23-2, and a prospectus for tender
         offer:
         (Amended by Act No. 5736, Feb. 1, 1999)

         1.A registrant stated in a tender offer statement and an amendment
         statement thereof (including specially related persons of the
         registrant, and in case where the registrant is a juristic person,
         including directors of the juristic person) and his agent; and

         2.A person who prepares a prospectus for tender offer and his agent.

         (2) The provisions of Article 16 shall apply mutatis mutandis to
         liability for damages pursuant to the provisions of paragraph (1).
         [This Article Newly Inserted by Act No. 5254, Jan. 13, 1997]


ARTICLE 26 (PUBLIC NOTICE OF STATEMENTS, ETC.)

         The Financial Supervisory Commission, the Stock Exchange, and the
         Association shall keep the tender offer statement, amendment statement
         pursuant to Article 23-2, withdrawal statement pursuant to Article 242
         (2), and written statement pursuant to Article 25 for 3 years from the
         date on which such statements have been received and shall make them
         available for public inspection. (Amended by Act No. 5498, Jan. 8,
         1998; Act No. 6423, Mar. 28, 2001)
         [This Article Wholly Amended by Act No. 5254, Jan. 13, 1997]

<PAGE>

ARTICLE 27 (REQUEST FOR MATERIALS TO TENDER OFFERER)

         The Financial Supervisory Commission, if necessary in the public
         interest or for the protection of investors, may order any tender
         offerer, any person related to the tender offerer, and any issuer of
         the securities concerned to file a report or material for reference.
         (Amended by Act No. 5498, Jan. 8, 1998)


ARTICLE 27-2 (PROVISIONS TO BE APPLIED MUTATIS MUTANDIS)

         The provisions of Articles 17, 19 and 20 shall apply mutatis mutandis
         to the tender offer. In this case, the "Financial Supervisory
         Commission" as referred to in Article 17 shall be deemed to be the
         "Financial Supervisory Commission and Stock Exchange or Association".
         (Amended by Act No. 5736, Feb. 1, 1999)
         [This Article Newly Inserted by Act No. 5254, Jan. 13, 1997]


                          CHAPTER V SECURITIES BUSINESS

                                SECTION 1 LICENSE

ARTICLE 28 (LICENSE)


         (1) A person who may be engaged in the securities business shall be a
         stock company which has obtained a license from the Financial
         Supervisory Commission by the type of business. (Amended by Act No.
         5254, Jan. 13, 1997; Act No. 5539, May 25, 1998; Act No. 5982, May 24,
         1999)


<PAGE>

         (2) The type of business referred to in paragraph (1) shall be as
         follows: (Amended by Act No. 6423, Mar. 28, 2001)

         1.The business referred to in Article 2 (8) 1;

         2.The business referred to in Article 2 (8) 2 through 4;

         3.The business referred to in Article 2 (8) 5 through 7; and

         4. The business referred to in Article 2 (8) 8.

         (3) The capital of a securities company shall not be less than one
         billion won and an amount prescribed by the Presidential Decree
         according to the scope of its business. (Amended by Act No. 6176, Jan.
         21, 2000)

         (4) Deleted. (by Act No. 5254, Jan. 13, 1997)

         (5) The Financial Supervisory Commission may set conditions to a
         license referred to in paragraph (1). (Newly Inserted by Act No. 5736,
         Feb. 1, 1999; Act No. 5982, May 24, 1999)

         (6) Deleted. (by Act No. 5254, Jan. 13, 1997)

         (7) Deleted. (by Act No. 5736, Feb. 1, 1999)


ARTICLE 28-2 (SECURITIES BUSINESS BY FOREIGN SECURITIES COMPANY)


         (1) If a foreign securities company (this refers to a person engaged in
         securities business in a foreign country pursuant to the relevant Acts
         and subordinate statutes of such country; hereinafter the same shall
         apply) intends to establish a branch office or any other business
         office in order to operate the securities business in the

<PAGE>

         Republic of Korea, it shall obtain a license from the Financial
         Supervisory Commission by the type of business in accordance with the
         provisions of each subparagraph of Article 28 (2). (Amended by Act No.
         5254, Jan. 13, 1997; Act No. 5539, May 25, 1998; Act No. 5982, May 24,
         1999; Act No. 6176, Jan. 21, 2000)

         (2) The business fund for any branch office or any other business
         office under the provisions of paragraph (1) shall not be less than one
         billion won and an amount prescribed by the Presidential Decree
         according to the scope of its business. (Newly Inserted by Act No.
         6176, Jan. 21, 2000)

         (3) A foreign securities company which has not obtained the license for
         establishment of branch office, etc. pursuant to paragraph (1) shall
         not conduct the securities business with domestic residents. (Newly
         Inserted by Act No. 5254, Jan. 13, 1997)

         (4) The branch office or any other business office licensed pursuant to
         paragraph (1) shall be regarded as a securities company organized under
         this Act, except for the provisions of Article 28 (3). (Amended by Act
         No. 5254, Jan. 13, 1997)

         (5) If a domestic branch office or other business office of a foreign
         securities company goes into liquidation or becomes bankrupt, its
         domestic holding assets shall be appropriated preferentially for a
         performance of obligation to a person who is the other party of
         securities transaction and has a domicile or residence in Korea at the
         time of the transaction. In this case, the scope of its domestic
         holding assets shall be determined by the Presidential Decree. (Newly
         Inserted by Act No. 4469, Dec. 31, 1991; Act No. 5254, Jan.
         13, 1997)

         (6) If it is deemed difficult to conduct the securities business
         because a domestic branch office or other business office of a foreign
         securities company has violated this Act, an order or disposition made
         under this Act, or foreign Acts and subordinate statutes, the Financial
         Supervisory Commission may revoke the business license, suspend
         business, or take other necessary measures for the purpose of
         protecting the public interest or investors. The same shall apply in
         case


<PAGE>

         where it is deemed difficult to conduct securities business of a
         domestic branch office or other business office of the foreign
         securities company by reason that the foreign securities company has
         violated foreign Acts and subordinate statutes, etc. (Newly Inserted by
         Act No. 4469, Dec. 31, 1991; Act No. 5254, Jan. 13, 1997; Act No. 5498,
         Jan. 8, 1998; Act No. 5539, May 25, 1998; Act No. 5982, May 24, 1999)

         (7) The Financial Supervisory Commission may set conditions to the
         license referred to in paragraph (1). (Newly Inserted by Act No. 5736,
         Feb. 1, 1999; Act No. 5982, May 24, 1999)

         (8) Necessary matters relating to the operation of the securities
         company by a foreign securities company shall be prescribed by the
         Presidential Decree.
         [This Article Newly Inserted by Act No. 3541, Mar. 29, 1982]


ARTICLE 29 (PROVISIONS APPLICABLE TO PERSONS WHO OPERATE SECURITIES BUSINESS AS
SIDE BUSINESS)


         (1) Deleted. (by Act No. 5736, Feb. 1, 1999)

         (2) This Chapter shall apply within the scope of licensed business to a
         person who, upon license of securities business pursuant to this
         Chapter, operates securities business as a side business: Provided,
         That the provisions of Articles 28 (3), 33, 47, and 62 shall not apply.
         (Amended by Act No. 3945, Nov. 28, 1987; Act No. 5254, Jan. 13, 1997;
         Act No. 5736, Feb. 1, 1999)


ARTICLE 30 (APPLICATION FOR LICENSE)


         (1) Any person who intends to obtain a license pursuant to the
         provisions of Articles 28 (1) and 28-2 (1) shall file an application
         with the Financial Supervisory

<PAGE>

         Commission under the conditions as prescribed by the Presidential
         Decree.

         (2) The Financial Supervisory Commission may, where such application it
         receives under the provisions of paragraph (1) is found to be
         insufficient, ask the applicant to supplement such application. In this
         case, the period required to supplement such application shall not be
         added to the period under the provisions of Article 31 (1).
         [This Article Wholly Amended by Act No. 6176, Jan. 21, 2000]


ARTICLE 31 (PROCEDURE OF LICENSE)


         (1) When the Financial Supervisory Commission has received the written
         application pursuant to the provisions of Article 30, it shall make a
         decision either granting or denying a license and shall notify the
         applicant of the decision in writing without delay. (Amended by Act No.
         5254, Jan. 13, 1997; Act No. 5539, May 25, 1998; Act No. 5982, May 24,
         1999)

         (2) Deleted. (by Act No. 3945, Nov. 28, 1987)


ARTICLE 32 (REQUIREMENTS FOR LICENSE)


         (1) Any person who intends to obtain a license for his securities
         business in accordance with the provisions of Article 28 (1) shall
         satisfy requirements falling under each of the following subparagraphs:

         1.He is required to satisfy requirements under the provisions of
         Article 28 (3);

         2.He is required to be able to protect investors and have manpower,
         computer installations and other physical facilities enough to carry
         out securities business he intends to run;

<PAGE>

         3.He is required to have a proper and sound business plan; and

         4.Any such major investor as prescribed by the Presidential Decree (in
         case that an investor is a corporation, this includes any person who
         virtually exercises his influence over important matters concerning the
         management of such corporation and is prescribed by the Presidential
         Decree shall be included) is required to have a sufficient investment
         capability, a sound financial standing and social credit.

         (2) Any foreign stockbroker who intends to obtain a license for the
         establishment of his branch office or other business office pursuant to
         the provisions of Article 28-2 (1) shall meet requirements falling
         under each of the following subparagraphs:

         1.He has to satisfy requirements under the provisions of Article 28-2
         (2);

         2.He has to have property, financial standing, and business capability
         enough to carry out securities business in the country and has to have
         a full and high international credit rating; and

         3.He has to meet requirements under paragraph (1) 2 and 3.

         (3) Necessary matters concerning detailed requirements for a license
         under paragraphs (1) and (2) shall be prescribed by the Presidential
         Decree.
         [This Article Wholly Amended by Act No. 6176, Jan. 21, 2000]


ARTICLE 32-2 (PUBLIC NOTICE OF LICENSE)

         The Financial Supervisory Commission shall, when it grants a license in
         accordance with the provisions of Articles 28 (1) and 28-2 (1),
         promptly publish the grant of such license in the Official Gazette and
         make the grant of such license known to the public through computer
         communications, etc.
         [This Article Newly Inserted by Act No. 6176, Jan. 21, 2000]

<PAGE>

                  SECTION 2 MAINTENANCE OF SOUND BUSINESS ORDER

ARTICLE 33 (ELIGIBILITY OF OFFICERS)


         (1) Deleted. (by Act No. 5736, Feb. 1, 1999)

         (2) Any person who falls under any of the following subparagraphs shall
         not be an officer of a securities company, and any officer of a
         securities company who falls under any of the following subparagraphs
         shall lose his office: (Amended by Act No. 5254, Jan. 13, 1997; Act No.
         5423, Dec. 13, 1997; Act No. 5736, Feb. 1, 1999; Act No. 6176, Jan. 21,
         2000)

         1.A minor, an incompetent, or a quasi-incompetent;

         2.A bankrupt who has not been reinstated yet;

         3.A person who has been sentenced to imprisonment without prison labor
         or a heavier punishment or to a fine or a heavier punishment under this
         Act, foreign Acts and subordinate statutes corresponding to this Act
         (hereinafter referred to as "foreign securities Acts and subordinate
         statutes") and other Acts and subordinate statutes which are related to
         finance as prescribed by the Presidential Decree, and for whom 5 years
         have not elapsed since the execution of such punishment was terminated
         (including the cases where the execution is deemed to have been
         terminated) or exempted;

         3-2.A person who has been sentenced to the suspension of execution of
         imprisonment without prison labor or a heavier punishment and is still
         in the


<PAGE>

         suspended period of execution;

         4.Any person who was an officer or an employee of a corporation or a
         company whose business license or authorization, etc. was cancelled
         pursuant to this Act, foreign securities Acts and subordinate statutes,
         or finance-related Acts and subordinate statutes prescribed by the
         Presidential Decree (limited to any person who is directly or
         correspondingly responsible for the occurrence of the cause of
         cancellation and prescribed by the Presidential Decree), and for whom 5
         years have yet to elapse from the date on which such license or
         authorization was canceled against the corporation or the company; and

         5.A person who was discharged or dismissed from a securities company
         under this Act, foreign securities Acts and subordinate statutes, or
         other Acts and subordinate statutes which are related to finance as
         prescribed by the Presidential Decree, and for whom 5 years have not
         elapsed since the date of such discharge or dismissal.
         [This Article Wholly Amended by Act No. 3541, Mar. 29, 1982]


ARTICLES 33-2 AND 34
         Deleted. (by Act No. 3945, Nov. 28, 1987)


ARTICLE 35 (MATTERS TO BE AUTHORIZED)


         (1) When a securities company intends to merge with another company,
         transfer its whole business, or take over the whole business of another
         company (including equivalent cases), such securities company shall
         obtain authorization from the Financial Supervisory Commission with
         respect thereto. In this case, the provisions of Article 32 shall apply
         mutatis mutandis. (Amended by Act No. 5254, Jan. 13, 1997; Act No.
         5539, May 25, 1998; Act No. 5736, Feb. 1, 1999; Act No. 5982, May 24,
         1999)

<PAGE>

         (2) The Financial Supervisory Commission shall, in determining whether
         to grant such authorization under the provisions of paragraph (1), take
         into account matters prescribed by the Presidential Decree. (Newly
         Inserted by Act No. 6176, Jan. 21, 2000)


ARTICLE 36 (MATTERS TO BE REPORTED)

         In case where a securities company falls under any of the following
         subparagraphs, it shall promptly report the fact to the Financial
         Supervisory Commission: (Amended by Act No. 5254, Jan. 13, 1997; Act
         No. 5498, Jan. 8, 1998; Act No. 5736, Feb. 1, 1999; Act No. 6176, Jan.
         21, 2000)

         1.When a securities company appoints or discharges its officer;

         2.When a securities company establishes newly a branch office or other
         business office, or when it changes the location of its principal
         office, branch office or other business office, or when it suspends,
         resumes or discontinues the business of its principal office, branch
         office or other business office;

         3.When a person and such relatives of him and other specially related
         persons of him as designated by the Presidential Decree (hereinafter
         referred to as the "specially related persons"), who possess the
         largest number of stocks of a securities company, are changed;

         4.When a trade name of a securities company is changed;

         4-2.When a cause to dissolve a securities company occurs; and

         5.Cases as prescribed by the Presidential Decree, other than those
         under subparagraphs 1 through 4-2.



<PAGE>

ARTICLE 37 (PUBLIC NOTICE OF DISCONTINUANCE OF SECURITIES BUSINESS)

         When a securities company intends to discontinue its securities
         business or the business of its branch office or any other business
         office, the securities company shall print a public notice to that
         effect in 2 or more daily newspapers 3 or more times not later than 30
         days before the date of discontinuance, and shall notify directly the
         creditors who are known to the securities company at the same time.
         (Amended by Act No. 3541, Mar. 29, 1982)


ARTICLE 38
         Deleted. (by Act No. 4469, Dec. 31, 1991)


ARTICLE 39
         Deleted. (by Act No. 5423, Dec. 13, 1997)


ARTICLE 40
         Deleted. (by Act No. 6623, Jan. 26, 2002)


ARTICLE 41 (LIABILITIES FOR BRANCH OFFICE OR OTHER BUSINESS OFFICE)

         If a branch office or other business office of any securities company
         causes any damage to other persons in connection with the purchase and
         sale of securities or other securities transaction, such securities
         company shall be liable to compensate the damage to the person who
         suffers the damage.


ARTICLE 42 (RESTRICTIONS ON OFFICERS' SECURITIES TRANSACTION)

         No officer or employee of any securities company shall make or entrust
         sale and


<PAGE>

         purchase transactions of securities for his own account in whatsoever
         name except for securities savings through payroll deduction plans and
         for other cases as prescribed by the Presidential Decree.


ARTICLE 43 (MANIFESTATION OF TYPE OF TRANSACTION)

         When any securities company receives an order from any customer for a
         securities transaction, such securities company shall make clear in
         advance to such customer as to whether it will act as the other party,
         or as an intermediary, an agent, or a factor in effectuating such
         transaction.


ARTICLE 44 (PROHIBITION OF REPRESENTATION OF OTHER PARTY)

         No securities company may act as a principal and concurrently as a
         factor, an intermediary or an agent for other party with respect to the
         same securities transaction.


ARTICLE 44-2
         Deleted. (by Act No. 6423, Mar. 28, 2001)


ARTICLE 44-3 (SEPARATE DEPOSIT OF CUSTOMER DEPOSIT MONEY)


         (1) Any securities company shall deposit (including trust; hereinafter
         the same shall apply) any money deposited by customers (referring to
         the money deposited by customers in connection with sale and purchase
         and any other transactions of securities; hereinafter the same shall
         apply) separately from his property at a securities finance company
         (hereinafter referred to as a "depository institution") under Article
         145. (Amended by Act No. 6423, Mar. 28, 2001; Act No. 6623, Jan. 26,

<PAGE>

         2002)

         (2) Where a securities company deposits customer deposit money in a
         depository institution pursuant to paragraph (1), it shall specify that
         the money is the customers' property.

         (3) A securities company which has received customer deposit money
         (hereinafter referred to as a "depositing securities company") pursuant
         to paragraph (1) shall not transfer or offer as security customer
         deposit money deposited in a depository institution except as otherwise
         determined by the Presidential Decree, and no person shall set off or
         seize it (including provisional seizure).

         (4) A depositing securities company shall, where it falls under any of
         the following subparagraphs, withdraw customer deposit money deposited
         in a depository institution and preferentially pay it to customers. In
         this case, the securities company concerned shall publicly announce
         payment time and place of customer deposit money and other matters
         relating to the payment of customer deposit money in two daily
         newspapers or more within the period as determined by the Presidential
         Decree:

         1.Where it resolves to discontinue its business;

         2.Where it receives an order for suspension of business;

         3.Where it has its license revoked;

         4.Where it resolves to dissolve itself;

         5.Where it has been declared bankrupt; and

         6.Where any cause equivalent to those listed in subparagraphs 1 through
         5 occurs.

         (5) A depository institution, where it falls under any subparagraph of
         paragraph (4),


<PAGE>

         shall preferentially pay customer deposit money deposited to the
         depositing securities company.

         (6) A depository institution shall manage customer deposit money by the
         following methods:

         1.Purchase of Government bonds and municipal bonds;

         2.Purchase of bonds whose payment is guaranteed by the Government,
         local governments or financial institutions; and

         3.Other methods recognized as being capable of safely managing customer
         deposit money, as determined by the Presidential Decree.

         (7) The scope of customer deposit money to be deposited by a securities
         company in a depository institution pursuant to paragraph (1), the
         ratio to be deposited, matters relating to withdrawal of customer
         deposit money, matters on the management of customer deposit money by a
         depository institution or other matters necessary for the depositing of
         customer deposit money shall be determined by the Presidential decree.
         In this case, the ratio to be deposited may be otherwise determined by
         securities company taking into account the securities company's
         financial status, etc.
         [This Article Newly Inserted by Act No. 5736, Feb. 1, 1999]


ARTICLE 44-4 (DEPOSITING OF SECURITIES, ETC. DEPOSITED BY CUSTOMERS)


         (1) A securities company shall promptly deposit securities which come
         to be held by customers due to buying and selling consignment or other
         transactions and bonds or deeds as determined by the Presidential
         Decree in the Korea Securities Depository established under Article 173
         (hereafter in this Article, referred to as the "Korea Securities
         Depository").


<PAGE>

         (2) A securities company shall promptly deposit securities, bonds, and
         deeds to be held by managing assets on hand as determined by the
         Presidential Decree in the Korea Securities Depository.
         [This Article Newly Inserted by Act No. 5736, Feb. 1, 1999]


ARTICLE 45
         Deleted. (by Act No. 5736, Feb. 1, 1999)


ARTICLE 46 (NOTIFICATION OF SALE AND PURCHASE TRANSACTIONS, ETC.)

         A securities company shall notify the customer concerned of the
         purchase and sale by a customer's order and other contents of
         transactions, etc. under the conditions as prescribed by the
         Presidential Decree.
         [This Article Wholly Amended by Act No. 5254, Jan. 13, 1997]


ARTICLE 46-2 (EXCEPTIONAL ACQUISITION OF TREASURY STOCKS)

         A securities company may, in case where the securities company has been
         entrusted by a customer, acquire treasury stocks less than the minimum
         trading unit of the securities market or Association brokerage market
         outside those markets. In this case, the acquired treasury stocks shall
         be disposed of within the period as prescribed by the Presidential
         Decree.
         [This Article Newly Inserted by Act No. 5254, Jan. 13, 1997]


ARTICLE 47 (BUSINESS REPORT)


         (1) Any securities company shall compile each business report stating
         its business


<PAGE>

         achievements, financial standing, and other matters prescribed by the
         Presidential Decree for 3 months, 6 months, 9 months and 12 months,
         respectively, from the date of the commencement of every business year
         and file such business report with the Financial Supervisory Commission
         within forty-five days from the date of the elapse of such months.
         (Amended by Act No. 6623, Jan. 26, 2002)

         (2) Any securities company shall keep the business report referred to
         in paragraph (1) or its computerized materials at its head office,
         branch office, or other business office and make them accessible to the
         public for one year from the date on which the business report is filed
         with the Financial Supervisory Commission. (Amended by Act No. 6623,
         Jan. 26, 2002)

         (3) Detailed matters concerning the compilation of the business report
         under the provisions of paragraph (1) and other necessary matters shall
         be determined by the Financial Supervisory Commission.
         [This Article Wholly Amended by Act No. 6176, Jan. 21, 2000]


ARTICLE 48 (OFFICERS' ENGAGING IN OTHER BUSINESS)

         Where the Presidential Decree determines that the interests of a
         full-time officer of a securities company are in conflict with those of
         customers or threaten to impair the sound management of the securities
         company, the officer shall not be engaged in the regular business of
         another corporation or in other businesses. (Amended by Act No. 6176,
         Jan. 21, 2000; Act No. 6423, Mar. 28, 2001)
         [This Article Wholly Amended by Act No. 5736, Feb. 1, 1999]


ARTICLE 49 (CREDIT EXTENSION)


         (1) Any securities company may extend credit in connection with
         securities as lending money or securities to a customer.


<PAGE>

         (2) The method and contents of the credit extension referred to in
         paragraph (1) shall be prescribed by the Presidential Decree. (Amended
         by Act No. 5254, Jan. 13, 1997; Act No. 5539, May 25, 1998; Act No.
         6176, Jan. 21, 2000)

         (3) The Financial Supervisory Commission shall provide for regulations
         on the maximum amount of credit, the ratio of security and method of
         receiving security, etc. (Amended by Act No. 3541, Mar. 29, 1982; Act
         No. 5498, Jan. 8, 1998)

         (4) In case where a securities company sells such securities as
         underwritten thereby, the securities company shall not lend funds or
         extend any other credit with respect to the purchase of such
         securities, until 3 months have elapsed from the date of underwriting
         such securities.


ARTICLE 50 (BUSINESS OF SECURITIES SAVINGS)


         (1) A securities company may be engaged in the business of securities
         savings according to the regulations as prescribed by the Financial
         Supervisory Commission. (Amended by Act No. 3541, Mar. 29, 1982; Act
         No. 5498, Jan. 8, 1998)

         (2) The method and the contents of the securities savings business
         referred to in paragraph (1) shall be prescribed by the Presidential
         Decree. (Amended by Act No. 5254, Jan. 13, 1997; Act No. 5539, May 25,
         1998; Act No. 6176, Jan. 21, 2000)


ARTICLE 51 (RESTRICTIONS ON ENGAGING CONCURRENTLY IN OTHER BUSINESS)


         (1) Any securities company shall be prohibited from engaging in any
         other business than the securities business falling under each of the
         following subparagraphs:


<PAGE>

         1.The financial business (referring to the business prescribed by this
         Act or finance-related Acts and subordinate statutes; hereafter the
         same in this Article shall apply) that is prescribed by relevant Acts
         and subordinate statutes as the business for securities companies to
         run;

         2.The financial business prescribed by the Presidential Decree, which
         is authorized by the Financial Supervisory Commission as the business
         for securities company to run; and

         3.The business falling under any of the following items, which is
         prescribed by the Presidential Decree as a collateral business:

         (a) The business related to the securities business;

         (b) The business of utilizing manpower, assets, or facilities and
         equipment, etc. owned by a securities company; and

         (c) The business that does not require any license, authorization,
         approval or registration, etc. under other Acts and subordinate
         statutes.

         (2) Any financial business under the provisions of paragraph (1) 2 for
         which a securities company has obtained a license or authorization from
         the Financial Supervisory Commission or filed a registration with the
         Financial Supervisory Commission in accordance with this Act or other
         Acts and subordinate statutes shall be deemed to have been granted
         authorization by the Financial Supervisory Commission in accordance
         with the provisions of paragraph (1) 2.
         [This Article Wholly Amended by Act No. 6176, Jan. 21, 2000]


ARTICLE 52 (PROHIBITION OF UNFAIR SOLICITATION, ETC.)

         A securities company, or officers and employees thereof shall not
         commit such acts as described in the following subparagraphs: (Amended
         by Act No. 3541, Mar. 29,


<PAGE>

         1982; Act No. 5254, Jan. 13, 1997; Act No. 5539, May 25, 1998; Act No.
         6176, Jan. 21, 2000)

         1.To solicit sale and purchase transaction of securities by promising a
         customer to assume all or a part of the loss incurred as a result of
         the transaction concerned;

         2.To provide, directly or indirectly, any benefit which has a property
         value with a customer in relation to the underwriting business of
         securities for the purpose of excluding competitors and inducing the
         customers, or to restrict business activities of customers by making
         improper use of its superior position in transactions; and

         3.To do such acts relating to issuance, purchase and sale or other
         transaction of securities other than those referred to in subparagraphs
         1 and 2 as prescribed by the Presidential Decree as those detrimental
         to the protection of investors or the fair transactions, or undermining
         the credibility of the securities industry.


ARTICLE 52-2 (BUSINESS METHOD OF SECURITIES COMPANY MAKING USE OF ELECTRONIC
DATA-PROCESSING EQUIPMENT, ETC., AND RESTRICTIONS THEREON)


         (1) Any securities company that runs the securities business prescribed
         in Article 2 (8) 8 shall make business matters falling under each of
         the following subparagraphs conform to the standards prescribed by the
         Presidential Decree:

         1.Matters concerning securities subject to the brokering of sale and
         purchase transactions;

         2.Matters concerning the suspension of sale and purchase of securities
         subject to the brokering of sale and purchase transactions and the
         removal of such suspension;

         3.Matters concerning the conclusion of a sale and purchase transaction
         contract and


<PAGE>

         other matters concerning settlement method and settlement
         responsibility, etc.;

         4.Matters concerning sale and purchase transactions of securities on
         consignment, including the consignment guarantee money, etc. of a
         securities company participating in such transactions;

         5.Matters concerning the publication of issuers of securities subject
         to the brokering of sale and purchase transactions;

         6.Matters concerning the publication and report of the results of sale
         and purchase transactions;

         7.Matters concerning the opening, closing, suspension, or interruption
         of the brokering of sale and purchase transactions; and

         8.Other necessary matters in connection with the brokering of sale and
         purchase transactions.

         (2) Any securities company that only runs the securities business as
         prescribed n Article 2 (8) 8 shall be prohibited from running the
         business prescribed in Articles 49 and 50 and any subparagraph of 51
         (1).

         (3) Any securities company that runs the securities business as
         prescribed in Article 2 (8) 8 shall, if such securities subject to the
         brokering of sale and purchase transactions are listed stocks or stocks
         registered with the Association, be a member of either the Stock
         Exchange or the Association.

         (4) The provisions of Article 117 shall apply mutatis mutandis to any
         securities company that runs the securities business as prescribed in
         Article 2 (8) 8.

         (5) The provisions of Articles 43, 44, and 46 shall not apply to a case
         where any securities company runs the securities business as prescribed
         in Article 2 (8) 8. (Amended by Act No. 6623, Jan. 26, 2002)

<PAGE>

         [This Article Newly Inserted by Act No. 6423, Mar. 28, 2001]

ARTICLE 52-3 (PROHIBITION OF ARBITRARY PURCHASE AND SALE)

         Officers and employees of a securities company shall not, unless they
         have received entrustment with respect to purchase and sale
         transactions of securities from a customer or his agent, make purchase
         and sale transactions of securities with property deposited by
         customers.
         [This Article Newly Inserted by Act No. 5254, Jan. 13, 1997]


ARTICLE 52-4 (PROHIBITION OF UNFAIR DEMAND TO SECURITIES COMPANY, ETC.)

         No person shall unfairly receive money, service and other financial
         interests from a securities company or officers and employees thereof
         in return for the payment of a commission relating to the business
         which a securities company operates, or may request a securities
         company or officers and employees thereof to furnish the person himself
         or third party with money, service and other financial interests.
         [This Article Newly Inserted by Act No. 5254, Jan. 13, 1997]


ARTICLE 53 (INSPECTION)


         (1) A securities company shall be subject to inspection by the Governor
         of the Financial Supervisory Service (hereinafter referred to as the
         "FSS Governor") with respect to its business condition and property.
         (Amended by Act No. 5498, Jan. 8, 1998)

         (2) The FSS Governor may, if necessary for the inspection, request any
         securities company to report on its business conditions or property, to
         file data, to make witness available, or to present any evidence or
         opinion thereon. (Amended by Act


<PAGE>

         No. 5498, Jan. 8, 1998)

         (3) Any person who conducts inspection pursuant to the provisions of
         paragraph (1) shall show the persons concerned a certificate which
         represents his authority to inspect.

         (4) The FSS Governor shall, after the inspection referred to in
         paragraph (1), file a report on the results of the inspection with the
         Financial Supervisory Commission. In this case, if the FSS Governor
         finds that any securities company has violated the provisions of this
         Act, other Acts and subordinate statutes relating to securities, any
         disposition taken under this Act, or the regulations of the Financial
         Supervisory Commission, the Securities Futures Commission under the Act
         on the Establishment, etc. of Financial Supervisory Organization
         (hereinafter referred to as the "Securities Futures Commission"), and
         the Stock Exchange, the FSS Governor shall add the written opinion as
         to how to take actions against such violations. (Amended by Act No.
         5498, Jan. 8, 1998)

         (5) The Financial Supervisory Commission shall, reviewing the reports
         and the written opinion referred to in paragraph (4), take such
         measures as prescribed in the following subparagraphs: (Amended by Act
         No. 4701, Jan. 5, 1994; Act No. 5254, Jan. 13, 1997; Act No. 5498, Jan.
         8, 1998; Act No. 5539, May 25, 1998; Act No. 5982, May 24, 1999; Act
         No. 6176, Jan. 21, 2000)

         1.Where any securities company falls under any subparagraph of Article
         55 (1), the cancellation of the securities business license of the
         securities company concerned; and

         2.Where any securities company has, in the course of its business,
         committed unlawful or unfair acts other than those referred to in
         subparagraph 1, the order to suspend the business in whole or in part,
         request for the discharge of officers concerned, or other measures as
         prescribed by the Presidential Decree.

         (6) The FSS Governor may, if necessary, entrust part of the inspection
         authority as

<PAGE>

         referred to in paragraph (1) to the Association under the conditions as
         prescribed by the Presidential Decree. (Newly Inserted by Act No. 6623,
         Jan. 26, 2002)

         (7) The Financial Supervisory Commission may determine the method and
         procedure of inspection, the criteria for measures against results of
         inspection, and other necessary matters relating to inspection. (Newly
         Inserted by Act No. 5254, Jan. 13, 1997; Act No. 5498, Jan. 8, 1998)


ARTICLE 54 (AUTHORITY OF FINANCIAL SUPERVISORY COMMISSION TO ISSUE ORDER)

         The Financial Supervisory Commission may issue such orders necessary
         for preventing excessively speculative securities transactions or for
         the protection of public interest or investors to a securities company
         under the conditions as prescribed by the Presidential Decree. (Amended
         by Act No. 5498, Jan. 8, 1998)


ARTICLE 54-2 (MAINTENANCE OF EQUITY CAPITAL REGULATION RATE)


         (1) Any securities company shall maintain the rate (hereinafter
         referred to as the "equity capital regulation rate") higher than the
         rate prescribed by the Presidential Decree, which derives from the
         division of the amount calculated by deducting the amount of the
         following subparagraph 3 from the added amount of the following
         subparagraphs 1 and 2 by total risk amount (referring to the amount
         added up with the risks calculated in terms of money, which is involved
         in the business or is immanent in assets and debts of such securities
         company):

         1.The amount obtained by deducting total amount of debts from total
         value of assets;

         2.The allowance account for bad debts established in the floating
         asset, the posterity borrowings, and the amount prescribed by the
         Presidential Decree; and

<PAGE>

         3.The appraised value of fixed assets, the amount of prepayment, and
         the amount prescribed by the Presidential Decree.

         (2) Any securities company shall calculate its equity capital
         regulation rate as of the last day of every quarter (hereafter in this
         Article referred to as the "base day") and file a report thereof with
         the Financial Supervisory Commission within forty-five days from the
         base day and keep such report or its computerized materials at its head
         office, branch office and other business office to make it accessible
         to the public for three months from the date forty-five days have
         passed since the base day. (Amended by Act No. 6623, Jan. 26, 2002)

         (3) Specific standards for calculating the equity capital regulation
         rate shall be determined by the Financial Supervisory Commission.
         [This Article Newly Inserted by Act No. 6176, Jan. 21, 2000]


ARTICLE 54-3 (SOUNDNESS OF ASSET OPERATION)


         (1) Any securities company shall be prohibited from performing the act
         falling under each of the following subparagraphs except as otherwise
         provided for by the Presidential Decree: (Amended by Act No. 6423, Mar.
         28, 2001)

         1.The act of owning securities issued by the biggest stockholder
         (referring to the biggest stockholder under the provisions of Article
         54-5 (4) 2; hereafter in this paragraph the same shall apply) or the
         major stockholder (referring to the major stockholder under the
         provisions of Article 188 (1); hereafter in this paragraph the same
         shall apply) of a relevant securities company;

         2.The act of loaning money or extending credit to the person falling
         under each of the following items:

<PAGE>

         (a) The biggest stockholder of the relevant company (including persons
         prescribed by the Presidential Decree from persons specially related to
         him; hereafter in this paragraph the same shall apply);

         (b) The major stockholder of the relevant company; and

         (c) The officers of the relevant company and specially related persons
         who are prescribed by the Presidential Decree;

         3.The act of directly or indirectly guaranteeing the repayment of debts
         for other persons;

         4.The act of owning stocks, bonds or commercial papers (referring to
         bills issued by the business for the purpose of raising funds) issued
         by the largest shareholder or the major shareholder of a relevant
         securities company; and

         5.Any act that may harm the sound management of assets of a securities
         company as prescribed by the Presidential Decree other than acts in
         subparagraphs 1 through 4.

         (2) The Financial Supervisory Commission may set detailed standards
         necessary to execute the matters under paragraph (1).
         [This Article Newly Inserted by Act No. 6176, Jan. 21, 2000]


ARTICLE 54-4 (INTERNAL CONTROL STANDARDS)


         (1) Any securities company shall make basic procedures and standards
         (hereafter in this Article referred to as the "internal control
         standards") to be followed by its officers and employees when they
         perform their duties in order to observe Acts and subordinate statutes,
         operate its assets in a sound manner and protect customers.


<PAGE>

         (2) Any securities company shall have not less than one person assigned
         to check whether the internal control standards are observed and to
         inspect any violation of the internal control standards and report the
         results to the auditor or the inspection committee (hereinafter
         referred to as the "compliance officer").

         (3) Any securities company shall, if it intends to appoint or dismiss a
         compliance officer, go through a resolution thereon of the board of
         directors: Provided, That the same shall not apply to any branch office
         of a foreign securities business operator. (Newly Inserted by Act No.
         6423, Mar. 28, 2001)

         (4) Any compliance officer shall satisfy requirements falling under
         each of the following subparagraphs: (Newly Inserted by Act No. 6423,
         Mar. 28, 2001)

         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 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 and
         for whom 5 years have yet to elapse from the date on which he resigned
         or retired from each of such institutions;


<PAGE>

         2.He is required not to fall under each subparagraph of Article 33 (2);
         and

         3.He is required not to have been subject to measures such 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 in the past 5 years.

         (5) Necessary matters concerning the internal control standards and
         compliance officers shall be prescribed by the Presidential Decree.
         (Amended by Act No. 6423, Mar. 28, 2001)
         [This Article Newly Inserted by Act No. 6176, Jan. 21, 2000]


ARTICLE 54-5 (APPOINTMENTS OF OUTSIDE DIRECTORS)


         (1) Any securities company (limited to any securities company
         prescribed by the Presidential Decree in the light of the size of its
         asset, etc.) shall have the board of directors in which the number of
         outside directors is not less than half of total number of directors of
         the company. In this case, not less than three outside directors shall
         be seated in the board of directors.

         (2) Any securities company under the provisions of paragraph (1) shall
         establish a committee in accordance with the provisons of Article
         393-2 of the Commercial Act to recommend candidates for outside
         directors (hereafter in this Article referred to as the "outside
         director candidate recommendation committee"). In this case, outside
         directors shall make up not less than half of the total members of the
         outside director candidate recommendation committee.

         (3) In case of the securities company under the provisons of paragraph
         (1), a general meeting of stockholders of the securities company, when
         it intends to appoint its outside directors, shall appoint them from
         among candidates


<PAGE>

         recommended by the outside director candidate recommendation committee.
         In this case, when the outside director candidate recommendation
         committee of a securities company, which is a stock-listed corporation
         or an Association-registered corporation, recommends candidates for
         outside directors, it shall include therein candidates for outside
         directors recommended by the stockholders who satisfy the requirements
         for exercising rights under Article 191-14. (Amended by Act No. 6423,
         Mar. 28, 2001)

         (4) Any person falling under any of the following subparagraphs shall
         be prohibited from becoming an outside director of a securities company
         under the provisions of paragraph (1) and shall be dismissed from the
         office of an outside director when he is found to fall under any of the
         following subparagraphs after appointed as the outside director:

         1.A person who falls under Article 191-12 (3) 1 through 4;

         2.In case that a person who is a stockholder of a relevant securities
         company and another person in a special relationship with him hold the
         largest number of stocks on the basis of total number of issued voting
         stocks of the company, the former (hereinafter referred to as the
         "biggest stockholder");

         3.A person in a special relationship with the biggest stockholder;

         4.The major stockholder of a relevant securities company (referring to
         the major stockholder under the provisions of Article 188 (1)) and his
         spouse and lineal ascendants and descendants;

         5.A person who is an officer or employee (referring to a person who is
         engaged in a regular business; hereafter the same in this paragraph
         shall apply) of a relevant securities company or its affiliate
         (referring to the affiliate under the Monopoly Regulation and Fair
         Trade Act) or worked as an officer or employee for such relevant
         securities company or its affiliate within the preceding two years;

<PAGE>

         6.The spouse or lineal ascendants or descendants of an officer of a
         relevant securities company;

         7.The officer or employee of a corporation that is in an important
         business relationship prescribed by the Presidential Decree with a
         relevant securities company, a competitive relationship or a
         cooperative relationship with such securities company or the person who
         worked as the officer or employee for such corporation within the
         preceding two years;

         8.The officer or employee of a company in which the officer or employee
         of a relevant securities company works as a non-standing director; and

         9.A person who has difficulty in faithfully performing his duties as an
         outside director or may affect adversely the management of his company
         and is prescribed by the Presidential Decree.

         (5) The securities company under the provisions of paragraph (1), when
         the number of its outside directors does not meet the requirements for
         the composition of the board of directors under paragraph (1) owing to
         any resignation or death, etc. of the outside directors, shall make
         sure that it satisfies the requirements of paragraph (1) at a general
         meeting of stockholder called for the first time after the occurrence
         of such cause.
         [This Article Newly Inserted by Act No. 6176, Jan. 21, 2000]


ARTICLE 54-6 (INSPECTION COMMITTEE)


         (1) Any securities company (limited to the securities company
         prescribed by the Presidential Decree taking into account the size of
         its asset) shall establish an inspection committee (hereinafter
         referred to the "inspection committee") pursuant to the provisions of
         Article 415-2 of the Commercial Act.

<PAGE>
         (2) Not less than two thirds of the total members of the inspection
         committee referred to in paragraph (1) shall come from outside
         directors. In this case, the chairman of the inspection committee of
         any securities company that is either a stock-listed corporation or an
         Association-registered corporation shall be an outside director.
         (Amended by Act No. 6423, Mar. 28, 2001)

         (3) Any members of the inspection committee who are not outside
         directors shall not fall under any subparagraph of Article 191-12 (3):
         Provided, That any person who holds office not as a full-time auditor
         or an outside director of the inspection committee under the provisions
         of Article 191-12 (3) but as a member of the inspection committee may
         become a non-outside-director member of the inspection committee
         notwithstanding the provisions of Article 191-12 (3) 6.

         (4) Where the securities company referred to in paragraph (1) is unable
         to fill the fixed number of outside directors of the inspection
         committee under paragraph (2) due to such causes as the resignation and
         death, etc. of outside directors, a general meeting of stockholders
         called for the first time after the occurrence of such causes shall
         have the requirement of paragraph (2) satisfied.

         (5) The proviso of Article 415-2 (2) of the Commercial Act shall not
         apply to the composition of the inspection committee under the
         provisions of paragraph (1).

         (6) The provisions of Article 409 (2) and (3) of the Commercial Act
         shall apply mutatis mutandis to the selection and appointment of any
         outside director who becomes a member of the inspection committee.
         (Newly Inserted by Act No. 6423, Mar. 28, 2001)
         [This Article Newly Inserted by Act No. 6176, Jan. 21, 2000]


ARTICLE 55 (CANCELLATION OF LICENSE)


         (1) In case that any securities company falls under any of the
         following


<PAGE>

         subparagraphs, the Financial Supervisory Commission may show reason
         therefor and cancel the license of such securities company: (Amended by
         Act No. 5254, Jan. 13, 1997; Act No. 5539, May 25, 1998; Act No. 5736,
         Feb. 1, 1999; Act No. 5982, May 24, 1999; Act No. 6176, Jan. 21, 2000)

         1.Where a securities company obtains the license of securities business
         by fraud or unfair means;

         2.Where a securities company commits a violation of licensed contents
         or licensed terms or fails to commence the business within 6 months
         from the date on which a license was granted;

         3.Where a securities company has received money or securities from
         other person in connection with its business by unfair means, or when
         it has acquired money or securities which shall be delivered to other
         persons;

         4.Where a securities company having received the order to suspend its
         business pursuant to the provisions of Article 57 has not corrected the
         reason therefor within 1 month (where a period to correct exceeding one
         month is determined in ordering to suspend its business, within the
         period) from the date on which such securities company has received
         such order;

         5.Where a securities company violates any contract in connection with
         purchase and sale or other transactions effected on the securities
         market or Association brokerage market, or when it does not conduct
         delivery with respect to such purchase and sale or other transactions;

         6.Where a securities company commits a violation of the provisions of
         Articles 35 (1), 54-2 (1), 54-3, 54-5, 54-6 or 63;

         7.Where a securities company violates the order issued pursuant to the
         provisions of Article 54; and


<PAGE>

         8.Where a securities company violates this Act, order or disposition
         given under this Act other than subparagraphs 1 through 7, and
         therefore it is deemed difficult for it to do business as a securities
         company.

         (2) Any securities company shall, when its securities business license
         is canceled, dissolve itself. (Newly Inserted by Act No. 6176, Jan. 21,
         2000)

         (3) The provisions of Article 32-2 shall apply mutatis mutandis to the
         cancellation of license under the provisions of paragraph (1). (Newly
         Inserted by Act No. 6176, Jan. 21, 2000)


ARTICLE 56 (CONSUMMATION OF UNSETTLED BUSINESS)

         When a securities company is cancelled its license (including the
         cancellation of a license under Article 14 of the Act on the Structural
         Improvement of the Financial Industry) pursuant to Article 55 or closes
         its business by itself, it shall consummate the purchase and sale of
         securities and other transactions which it has left unsettled. In this
         case, the securities company or the successor of such securities
         company shall be regarded as a securities company to the extent
         consistent with the purpose of consummating such unsettled purchase and
         sale of securities or other transactions. (Amended by Act No. 5736,
         Feb. 1, 1999)


ARTICLE 57 (SUSPENSION OF BUSINESS)


         (1) In case where any securities company falls under any of the
         following subparagraphs, the Financial Supervisory Commission may order
         the suspension of the whole or part of the business: (Amended by Act
         No. 5498, Jan. 8, 1998; Act No. 5736, Feb. 1, 1999; Act No. 6176, Jan.
         21, 2000; Act No. 6423, Mar. 28, 2001; Act No. 6623, Jan. 26, 2002)

<PAGE>

         1.Where it violates the provisions of Article 42, 44, 44-3, 44-4, 47,
         49 through 52, 52-2, or 54-4;

         2.Where it violates an order under Article 54;

         3.Where it fails to comply with a request to discharge an officer
         referred to in paragraph (3) or Article 53 (5) 2 without any
         justifiable cause; and

         4.Where it resolves to discontinue its business or dissolve itself in
         order to protect public interests and investors.

         (2) The provisions of Article 56 shall apply mutatis mutandis to the
         suspension of business referred to in paragraph (1).

         (3) In case where any securities company violates the provisions of
         Article 36, 43, 44, 46 or 48, or any of officers violates the
         provisions of Article 52, the Financial Supervisory Commission may
         request such securities company to discharge the officer concerned
         after showing the reason therefor to such officer. (Amended by Act No.
         3541, Mar. 29, 1982; Act No. 5498, Jan. 8, 1998; Act No. 5736, Feb. 1,
         1999)


ARTICLE 58 (LIABILITIES OF OFFICERS)


         (1) In case where any director or auditor (referring to the members of
         the inspection committee if such committee is established; hereafter
         the same in this Article shall apply) of a securities company neglects
         to perform his duties on purpose or by negligence, or causes any damage
         to third person in the course of performing his duties for such
         securities company, such director or auditor and the biggest
         stockholder shall be jointly and severally made liable to compensate
         for the damage: Provided, That the same shall not apply to the biggest
         stockholder who proves that the act causing such damage to third person
         is not committed upon his

<PAGE>

         request or with his consent. (Amended by Act No. 3541, Mar. 29, 1982;
         Act No. 6176, Jan. 21, 2000)

         (2) The provisions of paragraph (1) shall not affect the liabilities of
         the securities company concerned.

         (3) In case of paragraph (1), the provisions of Articles 399 (2) and
         (3) and 414 (3) of the Commercial Act shall apply mutatis mutandis.


ARTICLE 59 (PROHIBITION OF OFFER OR DIVULGENCE OF INFORMATION)


         (1) Unless any officer or employee of a securities company receives a
         written request or a written consent from the customer who makes or
         intends to make purchase and sale of securities through the securities
         company (including any person who participates in the securities
         savings referred to in Article 50; hereinafter the same shall apply),
         the officer or the employee of such securities company shall not offer
         or divulge the information with respect to the customer, such as
         purchase and sale of securities and other securities transaction, and
         the money or securities deposited by such customer, to another person:
         Provided, That the same shall not apply to case where the securities
         company is inspected by a supervisory institution with respect to its
         duties or where it is requested pursuant to the provisions of Article
         60.

         (2) Any person who acquires the information in the ordinary course of
         inspection by a supervisory institution shall not offer or divulge such
         information to any other person, or make use of the information for any
         other purpose other than that of the inspection.


ARTICLE 60 (PROHIBITION OF REQUEST FOR INFORMATION)

<PAGE>


         (1) No person shall request any officer or employee of a securities
         company to offer the information referred to in Article 59 (1), except
         when a court issues an order to submit such information or a judge of a
         court issues a warrant therefor, or other cases as prescribed by the
         Presidential Decree.

         (2) Even when the offer of such information is requested pursuant to
         the provisions of paragraph (1), the inquiry or investigation shall be
         limited within the necessary scope of the purpose.


ARTICLE 61 (REFUSAL OF ILLEGAL INVESTIGATION)

         Any officer or employee of a securities company shall, by and after
         showing the reason therefor, refuse the request, inquiry or
         investigation which is in contravention of the provisions of Article
         60.


ARTICLE 62 (TRADE NAME)


         (1) Any securities company shall use the letters of securities,
         securities brokerage, or bonds brokerage in its trade name under the
         conditions as prescribed by the Presidential Decree.
         (Amended by Act No. 6423, Mar. 28, 2001)

         (2) No person who is not a securities company shall include any word
         which represents a securities business in its trade name.


ARTICLE 63 (PROHIBITION OF LENDING TRADE NAME)

         No securities company shall allow other persons to operate the
         securities business by lending its trade name.

<PAGE>

ARTICLE 64 (EXERCISE OF MINORITY STOCKHOLDER'S RIGHT, ETC. OF SECURITIES
COMPANY)


         (1) The provisons of Article 191-13 (1) through (6) shall apply mutatis
         mutandis to the requirements, etc. for the exercise of the minority
         stockholder's right of a securities company (limited to any securities
         company prescribed by the Presidential Decree taking into account the
         size, etc. of its asset; hereafter the same in this Article shall
         apply). In this case, "1/10,000 or more" in Article 191-13 (1) shall be
         deemed "5/100,000 or more"; "50/100,000 or more (25/100,000 or more in
         case of a corporation prescribed by the Presidential Decree)" in
         paragraph (2) of the same Article, "250/100,000 or more (125/1,000,000
         or more in case of a corporation prescribed by the Presidential
         Decree)"; "10/10,000 or more (5/10,000 or more in case of a corporation
         prescribed by the Presidential Decree)" in paragraph (3) of the same
         Article, "50/100,000 or more (25/100,000 or more in case of a
         corporation prescribed by the Presidential Decree)"; "50/10,000 or more
         (25/10,000 or more in case of a corporation prescribed by the
         Presidential Decree)" in paragraph (4) of the same Article,
         "250/100,000 or more (125/100,000 or more in case of a corporation
         prescribed by the Presidential Decree)"; and "30/1,000 or more
         (15/1,000 or more in case of a corporation prescribed by the
         Presidential Decree)" in paragraph (5) of the same Article, "150/10,000
         or more (75/10,000 or more in case of a corporation prescribed by the
         Presidential Decree)", respectively. (Amended by Act No. 6423, Mar. 28,
         2001)

         (2) The provisions of Article 191-14 (1) and (2) shall apply mutatis
         mutandis to the requirement, etc. for the exercise of the right by
         stockholders of a securities company to make proposals. In this case,
         "10/1,000 or more (5/1,000 or more in case of a corporation prescribed
         by the Presidential Decree)" in Article 191-14 (1) shall be deemed
         "50/10,000 or more (25/10,000 or more in case of a corporation
         prescribed by the Presidential Decree)".
         [This Article Newly Inserted by Act No. 6176, Jan. 21, 2000]

<PAGE>

ARTICLES 65 THROUGH 69
         Deleted. (by Act No. 5736, Feb. 1, 1999)


              SECTION 3 DELETED.

ARTICLES 69-2 THROUGH 70
         Deleted. (by Act No. 5736, Feb. 1, 1999)


            CHAPTER V-2 INVESTMENT ADVISORY BUSINESS, ETC.

ARTICLE 70-2 (REGISTRATION, ETC.)


         (1) Any person who intends to operate the investment advisory business
         shall register his business with the Financial Supervisory Commission.
         (Amended by Act No. 5539, May 25, 1998; Act No. 5736, Feb. 1, 1999)

         (2) Any person who intends to do the discretionary investment business
         shall be a company registered with the Financial Supervisory
         Commission. (Amended by Act No. 5736, Feb. 1, 1999; Act No. 6176, Jan.
         21, 2000)


         (3) Deleted. (by Act No. 5736, Feb. 1, 1999)

         (4) Requirements and procedures for the registration referred to in
         paragraphs (1) and (2) and other necessary matters shall be determined
         by the Presidential Decree. (Amended by Act No. 6176, Jan. 21, 2000)


<PAGE>

         (5) No person may operate the discretionary investment business except
         for such cases as prescribed in this Act or other Acts.
         [This Article Wholly Amended by Act No. 5254, Jan. 13, 1997]


ARTICLE 70-3 (RESTRICTION ON ENGAGING CONCURRENTLY IN OTHER BUSINESS)

         No investment advisory company shall be engaged in any business other
         than registered business: Provided, That the same shall not apply with
         respect to the business approved by the Financial Supervisory
         Commission from among the businesses related directly to the registered
         business. (Amended by Act No. 5254, Jan. 13, 1997; Act No. 5539, May
         25, 1998; Act No. 5736, Feb. 1, 1999)
         [This Article Newly Inserted by Act No. 3945, Nov. 28, 1987]


ARTICLE 70-4 (DEPOSITION OF BUSINESS GUARANTY MONEY)


         (1) The investment advisory company shall deposit the business guaranty
         money with a financial institution under the conditions as prescribed
         by the Presidential Decree. In this case, such investment advisory
         company shall be prohibited from transferring the business guaranty
         money or offering it as security, except as otherwise prescribed by the
         Presidential Decree. (Amended by Act No. 5254, Jan. 13, 1997; Act No.
         5498, Jan. 8, 1998; Act No. 6176, Jan. 21, 2000)

         (2) Any person who has concluded an investment advisory contract
         (including a discretionary investment contract; hereinafter the same
         shall apply) with an investment advisory company, shall be entitled to
         get payment out of the investment business guaranty money as referred
         to in paragraph (1) in preference to other creditors with respect to
         obligation originated in connection with the contract. (Amended by Act
         No. 5254, Jan. 13, 1997)
         [This Article Newly Inserted by Act No. 3945, Nov. 28, 1987]

<PAGE>

ARTICLE 70-5 (MAINTENANCE OF SOUND BUSINESS ORDER)

         Investment advisory contract of an investment advisory company, method
         of discretionary investment, notification of investment result for
         customers, fees, disclosure of contents of business, advertisement for
         business, and other criteria necessary for maintenance of sound
         business order shall be prescribed by the Presidential Decree.
         [This Article Wholly Amended by Act No. 5254, Jan. 13, 1997]


ARTICLE 70-6 (PROHIBITION OF SECURITIES TRANSACTION, ETC.)

         An investment advisory company or its officers and employees shall not
         conduct any act falling under any of the following subparagraphs in
         connection with its business: (Amended by Act No. 5254, Jan. 13, 1997)

         1.Acts as referred to in any subparagraph of Article 2 (8);

         2.Receiving a custody or deposition of money or securities from
         customers;

         3.Lending money or securities to customers, or intermediating,
         arranging or acting as an agent for lending money or securities of
         third person to customers;

         4.Making a promise to guarantee certain profits or division of profits,
         or to bear the whole or part of loss with customers with respect to an
         investment in securities;

         5.Giving advice without any justifiable ground for the purpose of
         obtaining any profit for himself or third person other than customers,
         taking advantage of the fluctuation in price of securities through
         purchase and sale of the customers who obtain advice about the
         specified securities;


<PAGE>

         6.Circulating any false information and other rumor without any
         grounds; and

         7.Acts, other than those under subparagraphs 1 through 6, which may
         harm the fair transaction order and mislead an investment decision of
         investors and are designated by the Presidential Decree.
         [This Article Newly Inserted by Act No. 3945, Nov. 28, 1987]


ARTICLE 70-7 (OFFICERS, SUPERVISION, ETC.)

         The provisions of Articles 33 (2), 35, 37, 42, 47, and 48,
         subparagraphs 2 and 3 of Article 52, and Articles 53, 54, 56 through
         61, and 63 shall apply mutatis mutandis to the investment advisory
         company. (Amended by Act No. 5982, May 24, 1999)
         [This Article Wholly Amended by Act No. 5736, Feb. 1, 1999]


ARTICLE 70-8 (REPORT ON BUSINESS SIMILAR TO INVESTMENT ADVISORY BUSINESS)


         (1) A person who intends to operate a business which gives advice
         through publications, etc. oriented to many and unspecified persons
         under the provisions of the proviso of Article 2 (10) 1 and is
         prescribed by the Presidential Decree, shall report to the Financial
         Supervisory Commission in due form as prescribed by the Financial
         Supervisory Commission. (Amended by Act No. 5539, May 25, 1998; Act No.
         5736, Feb. 1, 1999; Act No. 6176, Jan. 21, 2000)

         (2) The Financial Supervisory Commission may entrust the business of
         report pursuant to paragraph (1) to the FSS Governor. (Amended by Act
         No. 5498, Jan. 8, 1998; Act No. 5539, May 25, 1998; Act No. 5736, Feb.
         1, 1999)

         (3) The provisions of Article 70-6 shall apply mutatis mutandis to a
         person who is liable to report pursuant to the provisions of paragraph
         (1), officers and personnel thereof, or other employees.

<PAGE>

         [This Article Newly Inserted by Act No. 5254, Jan. 13, 1997]



ARTICLE 70-9 (BUSINESS OF FOREIGN INVESTMENT ADVISORY BUSINESSMAN)


         (1) A foreign investment advisory businessman (referring to a person
         who operates the investment advisory business in a foreign country
         pursuant to foreign Acts and subordinate statutes; hereinafter the same
         shall apply) shall, where he intends to operate the investment advisory
         business or discretionary investment business directly or by
         establishing a branch office and other business place (hereinafter
         referred to as a "branch office of a foreign investment advisory
         businessman") in Korea, register with the Financial Supervisory
         Commission. (Amended by Act No. 5539, May 25, 1998; Act No. 5736, Feb.
         1, 1999)

         (2) Matters necessary for the registration pursuant to the provisions
         of paragraph (1) shall be prescribed by the Presidential Decree.
         (Amended by Act No. 5736, Feb. 1, 1999)

         (3) A branch office of a foreign investment advisory businessman, etc.
         which has registered pursuant to the provisions of paragraph (1) shall
         be considered as an investment advisory company pursuant to this Act.
         (Amended by Act No. 5736, Feb. 1, 1999)

         (4) The provisions of Article 28-2 (5) through (7) shall apply mutatis
         mutandis to a branch office, etc. of a foreign investment advisory
         businessman. (Amended by Act No. 6176, Jan. 21, 2000)
         [This Article Newly Inserted by Act No. 5254, Jan. 13, 1997]


ARTICLE 70-10 (TRADE NAME)

<PAGE>

         (1) An investment advisory company (excluding a company which operates
         investment advisory business or discretionary investment business as a
         side business) shall include the word "investment advisory" in its
         trade name.

         (2) Those other than investment advisory companies shall not include
         the word "investment advisory" or "discretionary investment" in their
         trade names.
         [This Article Newly Inserted by Act No. 5736, Feb. 1, 1999]


ARTICLE 70-11 (CANCELLATION OF REGISTRATION)

         Where an investment advisory company falls under any of the following
         subparagraphs, the Financial Supervisory Commission may cancel the
         registration of its investment advisory business or its discretionary
         investment business giving the reasons thereof: (Amended by Act No.
         6176, Jan. 21, 2000)

         1.Where it registers an investment advisory business or discretionary
         investment business by fraud or other illegal means;

         1-2.Where it is impossible to keep the registration requirements
         satisfied after registering the investment advisory business or the
         discretionary investment business;

         2.Where it operates a discretionary investment business without
         registration;

         3.Where it receives money or securities from other persons or acquires
         money or securities to be granted to other persons in connection with
         its business by illegal means;

         4.Where it violates a contract for sale and purchase or other
         transactions on the securities market or Association brokerage market
         or fails to transfer securities;

         4-2.Where it violates the provisions of Article 70-4 (1);


<PAGE>

         5.Where it has been under order to suspend its business pursuant to
         Article 57 applied mutatis mutandis under Article 70-7 and fails to
         correct the conditions within one month (where a period to correct
         exceeding one month is determined at the same time as an order to
         suspend its business, within the said period) from the date on which it
         has received such order;

         6.Where it violates the provisions of Article 35 (1) or 63 applied
         mutatis mutandis under Article 70-7;

         7.Where it violates an order under Article 54 applied mutatis mutandis
         under Article 70-7; and

         8.Where it is deemed difficult to conduct its business operations for a
         violation of this Act or an order or disposition under this Act other
         than subparagraphs 1 through 7.
         [This Article Newly Inserted by Act No. 5736, Feb. 1, 1999]


                         CHAPTER VI KOREA STOCK EXCHANGE

                    SECTION 1 ESTABLISHMENT AND ORGANIZATION

ARTICLE 71 (ESTABLISHMENT)


         (1) There shall be established a Stock Exchange for the purpose of
         providing a fair and stable market price of securities, and the wide
         and orderly circulation thereof.

         (2) The Stock Exchange shall be a juristic person as an organization of
         members. (Amended by Act No. 3945, Nov. 28, 1987)



<PAGE>

         (3) The Stock Exchange shall place its principal office in the Seoul
         Special Metropolitan City, and may establish its branch offices in such
         places as deemed necessary. (Amended by Act No. 3541, Mar. 29, 1982)

         (4) The Stock Exchange shall come into existence by the registration of
         its incorporation at the location of its principal office.

         (5) The registration referred to in paragraph (4) shall contain the
         matters prescribed in the following subparagraphs: (Amended by Act No.
         3945, Nov. 28, 1987)

         1.Objectives;

         2.Name;

         3.Locations of the principal office and branch offices;

         4.Names and addresses of members;

         5.Names and addresses of officers;

         6.Method of public notice; and

         7.Matters as prescribed by the Presidential Decree other than those
         referred to in subparagraphs 1 through 6 of this paragraph.

         (6) Deleted. (by Act No. 3945, Nov. 28, 1987)

         (7) Matters necessary for the registration of the incorporation of the
         Stock Exchange other than those referred to in paragraphs (4) and (5)
         shall be prescribed by the Presidential Decree.
         (Amended by Act No. 3945, Nov. 28, 1987)

<PAGE>

ARTICLE 72
         Deleted. (by Act No. 3945, Nov. 28, 1987)


ARTICLE 73 (BUSINESS)


         (1) The Stock Exchange shall conduct such business as prescribed in the
         following subparagraphs in order to attain its objectives: (Amended by
         Act No. 3945, Nov. 28, 1987; Act No. 5254, Jan. 13, 1997; Act No. 5498,
         Jan. 8, 1998; Act No. 5736, Feb. 1, 1999; Act No. 6423, Mar. 28, 2001;
         Act No. 6623, Jan. 26, 2002)

         1.Establishment of the securities market (including futures markets);

         2.Business relating to the purchase and sale transaction of securities;

         3.Business relating to the listing of securities;

         4.Business relating to the disclosure of a listed corporation;

         5.Business relating to the review of abnormal trade of securities, such
         as any trade causing the unusual and abnormal fluctuations in the price
         or volume of trading of securities, as prescribed by the Presidential
         Decree (hereinafter referred to as the "abnormal trade") and to the
         supervision and control of members;

         6.Business relating to the auction of securities;

         7.Business relating to self-regulatory mediation of any dispute over
         purchase and sale transactions on the securities market;

         8.Business incidental to the establishment of the securities market;
         and


<PAGE>

         9.Business as determined in the articles of association other than
         those as prescribed in subparagraphs 1 through 7.

         (2) Deleted. (by Act No. 5736, Feb. 1, 1999)


ARTICLE 73-2 (REVIEW OF ABNORMAL TRADE AND SUPERVISION OF MEMBERS)


         (1) Where the Stock Exchange deems it necessary to ascertain the
         trading situation of the item of securities suspected of abnormal trade
         in the securities market (including the case of brokering the sale and
         purchase transaction of securities under Article 52-2; hereafter in
         this Article the same shall apply) or check whether a securities
         company complies with the trading regulations of the Stock Exchange, it
         may request the securities company concerned to submit related
         materials with the reasons specified in writing.

         (2) Where the Stock Exchange deems it necessary to ascertain the
         trading situation of the item of securities suspected of abnormal trade
         in the securities market or check whether a member complies with the
         trading regulations of the Stock Exchange, it may supervise over the
         business, financial standing, books, documents, and other things of the
         member with respect to the trading in question.

         (3) Where the Stock Exchange deems it necessary to conduct the review
         or supervision under paragraphs (1) and (2), it may request its members
         to file a report, submit materials, or have the persons concerned
         present themselves to make a statement with respect to the abnormal
         trade, etc. under the conditions as determined by the articles of
         association.
         [This Article Newly Inserted by Act No. 6623, Jan. 26, 2002]


ARTICLE 74 (MATTERS TO BE PROVIDED FOR IN ARTICLES OF ASSOCIATION)

<PAGE>

         (1) The articles of association of the Stock Exchange shall contain the
         following matters: (Amended by Act No. 3945, Nov. 28, 1987; Act No.
         6423, Mar. 28, 2001)

         1.Objectives;

         2.Name;

         3.Locations of the principal office, the branch offices and the
         securities market;

         4.Matters relating to contributions;

         4-2.Matters relating to members;

         4-3.Matters relating to members' guarantee fund;

         4-4.Matters relating to the transfer and return of shares of members;

         5.Matters relating to officers and executive officers;

         6.Matters relating to the general meeting of members and the board of
         directors;

         7.Matters relating to the execution of business;

         8.Matters relating to the accounting and apportionment of expenses; and

         9.Method of public notice.

         (2) When the Stock Exchange intends to amend any provisions of its
         articles of association referred to in paragraph (1), it shall obtain
         the authorization of the Minister of Finance and Economy. (Amended by
         Act No. 3945, Nov. 28, 1987; Act No. 5254, Jan. 13, 1997; Act No. 5539,
         May 25, 1998)

<PAGE>


ARTICLE 75 (PROVISIONS OF CIVIL ACT APPLIED MUTATIS MUTANDIS)

         The provisions of the Civil Act relating to an incorporated association
         (excluding Article 39 of the Civil Act) shall apply mutatis mutandis to
         the Stock Exchange unless as otherwise provided for in this Act or any
         order pursuant to this Act. In such a case, members, a general meeting
         of members, and officers of the Stock Exchange shall be considered
         respectively as members, a general meeting of members, and directors or
         auditors of an incorporated association. (Amended by Act No.
         3945, Nov. 28, 1987)


ARTICLE 76 (PROHIBITION OF ESTABLISHMENT OF SIMILAR FACILITIES)

         No person other than the Stock Exchange may establish a securities
         market or facilities similar thereto, or may conduct purchase and sale
         transactions of securities through similar facilities: Provided, That
         the same shall not apply to any person who runs the securities business
         under Article 2 (8) 8 and Association brokerage market. (Amended by Act
         No. 6423, Mar. 28, 2001) [This Article Wholly Amended by Act No. 5254,
         Jan. 13, 1997]


ARTICLE 76-2 (QUALIFICATION FOR MEMBER)

         Members of the Stock Exchange shall be the securities companies
         satisfying such requirements as prescribed by the articles of
         association.
         [This Article Newly Inserted by Act No. 3945, Nov. 28, 1987]


ARTICLE 76-3 (CONTRIBUTION AND LIABILITY)


         (1) Members shall be liable for contribution under the conditions as
         prescribed by


<PAGE>

         the articles of association.

         (2) Liability of members to the Stock Exchange shall be limited to
         their contribution except as otherwise prescribed by this Act and the
         articles of association.
         [This Article Newly Inserted by Act No. 3945, Nov. 28, 1987]


ARTICLE 76-4 (WITHDRAWAL OF MEMBER)


         (1) Any member may withdraw with the approval of the Stock Exchange
         under the conditions as prescribed by the articles of association.

         (2) If any of the following causes occurs, the member shall withdraw:

         1.Disqualification;

         2.Dissolution; and

         3.Expulsion.
         [This Article Newly Inserted by Act No. 3945, Nov. 28, 1987]


ARTICLE 76-5 (TRANSFER AND RETURN OF SHARE)


         (1) A share of a member may be transferred after obtaining the approval
         of the Stock Exchange only when the member intends to withdraw, under
         the conditions as prescribed by the articles of association.

         (2) If a member withdraws from the Stock Exchange, the Stock Exchange
         shall return the entire shares under the conditions as prescribed by
         the articles of association.


<PAGE>

         (3) If it is deemed necessary to adjust the ratio of a member's share,
         the Stock Exchange may return a part of a share to a member under the
         conditions as prescribed by the articles of association.
         [This Article Newly Inserted by Act No. 3945, Nov. 28, 1987]


ARTICLE 77 (GENERAL MEETING OF MEMBERS)


         (1) The general meeting of members shall resolve only the matters as
         provided for in this Act or the articles of association of the Stock
         Exchange. (Amended by Act No. 3945, Nov. 28, 1987)

         (2) Deleted. (by Act No. 5254, Jan. 13, 1997)

         (3) The matters which have been resolved in the general meeting of
         members shall be reported to the Minister of Finance and Economy.
         (Amended by Act No. 3945, Nov. 28, 1987; Act No. 5254, Jan. 13, 1997;
         Act No. 5539, May 25, 1998)


ARTICLE 78 (OFFICERS)


         (1) The following officers shall be assigned to the Stock Exchange:
         (Amended by Act No. 6423, Mar. 28, 2001)

         1.A chief director;

         2.A vice chief director;

         3.Not more than 5 directors (these directors shall be non-standing and
         not more than 3 of them shall represent the public interest while not
         more than 2 of them


<PAGE>

         shall represent the members); and

         4.Two auditors (one of them shall be non-standing).

         (2) The chief director shall be elected by the general meeting of
         members from among those who have rich experience and learning in
         securities matters and have a moral influence, and approved by the
         Minister of Finance and Economy. (Amended by Act No. 5254, Jan. 13,
         1997; Act No. 5539, May 25, 1998)

         (3) The vice chief director shall be appointed by the chief director
         with the consent of a general meeting of the members. (Amended by Act
         No. 6423, Mar. 28, 2001)

         (4) Directors representing the public interest shall be appointed by
         the chief director from among the persons recommended by the director
         candidate recommendation committee. In this case, the director
         candidate recommendation committee shall consist of the vice chief
         director, directors representing the public interest and directors
         representing the members, and the directors representing the public
         interest shall not be less than 50% of the total members of such
         committee. The chairman of the committee shall be selected and
         appointed from among the directors representing the public interest as
         prescribed by the articles of association. (Amended by Act No.
         6423, Mar. 28, 2001)

         (5) Directors representing the members shall be elected at the general
         meeting of the members. (Amended by Act No. 6423, Mar. 28, 2001)

         (6) Auditors shall be elected at the general meeting of the members.
         (Amended by Act No. 5736, Feb. 1, 1999)

         (7) The terms of office for the chief director, the vice chief
         director, directors, and auditors shall be three years, respectively.
         (Amended by Act No. 5254, Jan. 13, 1997; Act No. 6423, Mar. 28, 2001)

         (8) Deleted. (by Act No. 5736, Feb. 1, 1999)


<PAGE>

         (9) Deleted. (by Act No. 5254, Jan. 13, 1997)
         [This Article Wholly Amended by Act No. 3945, Nov. 28, 1987]


ARTICLE 79 (DUTIES OF OFFICERS)


         (1) The chief director shall represent the Stock Exchange, take charge
         of its general affairs and preside over the general meeting of members
         and the board of directors. (Amended by Act No. 3945, Nov. 28, 1987)

         (2) The vice chief director shall assist the chief director, and if the
         chief director is absent by accident, he shall act for the chief
         director. (Amended by Act No. 6423, Mar. 28, 2001)

         (3) Deleted. (by Act No. 6423, Mar. 28, 2001)

         (4) The auditors shall inspect affairs and accounting of the Stock
         Exchange, and deliver their opinion to the general meeting of members.
         (Amended by Act No. 3945, Nov. 28, 1987)


ARTICLE 80 (INELIGIBILITY OF OFFICERS)

         A person falling under any of the following subparagraphs shall not be
         an officer of the Stock Exchange, and any officer who falls under any
         of the following subparagraphs shall lose his office: (Amended by Act
         No. 5254, Jan. 13, 1997; Act No. 5423, Dec. 13, 1997)

         1.Any person who is not a national of the Republic of Korea, any
         officer who belongs to a corporation of the Republic of Korea of which
         fifty percent or more of the amount of stated capital or fifty percent
         or more of the total combined voting


<PAGE>

         rights is owned by foreign individuals and/or foreign corporations,
         etc., or any officer of a foreign corporation;

         2.A minor, an incompetent or a quasi-incompetent;

         3.A bankrupt who has not been reinstated yet;

         4.A person who has been sentenced to imprisonment without prison labor
         or a heavier punishment or to a fine or a heavier punishment pursuant
         to this Act, foreign securities Acts and subordinate statutes, or other
         Acts and subordinate statutes relating to finance as prescribed by the
         Presidential Decree, and for whom five years have not elapsed since the
         execution of such punishment was terminated (including the cases where
         the execution is deemed to have been terminated) or exempted;

         4-2.A person who has been sentenced to the suspension of execution of
         imprisonment without prison labor or a heavier punishment and is still
         in the suspended period of execution; or

         5.A person who was dismissed or discharged from office pursuant to this
         Act, foreign securities Acts and subordinate statutes, or other Acts
         and subordinate statutes relating to finance as prescribed by the
         Presidential Decree, and for whom five years have not elapsed since
         such discharge or dismissal.


ARTICLE 81 (REQUEST FOR DISMISSAL OF OFFICER)

         If an officer of the Stock Exchange violates the provisions of Acts and
         subordinate statutes or the disposition made by an administrative
         agency pursuant to Acts and subordinate statutes, the Financial
         Supervisory Commission may suspend the execution of his duties or
         request his dismissal. (Amended by Act No. 5254, Jan. 13, 1997; Act No.
         5498, Jan. 8, 1998; Act No. 5539, May 25, 1998; Act No. 5736, Feb. 1,
         1999; Act No. 5982, May 24, 1999)

<PAGE>

         [This Article Wholly Amended by Act No. 3945, Nov. 28, 1987]


ARTICLE 82
         Deleted. (by Act No. 3945, Nov. 28, 1987)


ARTICLE 83 (LIABILITIES OF OFFICERS, ETC.)


         (1) Any person who is or had been an officer or employee of the Stock
         Exchange shall not divulge or make surreptitious use of secrets which
         he may have acquired in the course of performing his duties.

         (2) The provisions of Article 42 shall apply mutatis mutandis to
         officers and employees of the Stock Exchange.

         (3) An officer and employee of the Stock Exchange shall not have a
         special interest relationship with the securities institutions by
         offering funds or participating in the sharing of profit and loss or
         other business.


ARTICLE 83-2 (DISPUTE MEDIATION COMMITTEE)


         (1) The Stock Exchange shall set up a Dispute Mediation Committee
         (hereinafter referred to as the "Mediation Committee") mandated to
         deliberate and resolve on matters concerning dispute mediation under
         Article 73 (1) 7.

         (2) The Stock Exchange may, when it is deemed necessary to mediate any
         dispute, ask the parties concerned to confirm facts or furnish
         materials, etc.

         (3) The Mediation Committee may, when it is deemed necessary to hear
         opinions of

<PAGE>

         the parties concerned and other interested persons, ask them to be
         present at the meeting to state their opinions.

         (4) Necessary matters concerning the composition and operation of the
         Mediation Committee and procedures for mediating disputes, etc. shall
         be prescribed by the operating rules under Article 94.
         [This Article Newly Inserted by Act No. 6423, Mar. 28, 2001]


          SECTION 2 SALE AND PURCHASE TRANSACTIONS ON SECURITIES MARKET

ARTICLE 84
         Deleted. (by Act No. 3945, Nov. 28, 1987)


ARTICLE 85 (RESTRICTIONS ON TRADERS ON SECURITIES MARKETS)


         (1) No person other than members of the Stock Exchange shall perform
         sale and purchase transactions on the securities market: Provided, That
         where the articles of association of the Stock Exchange determine that
         such person may sell and buy specific securities, he may do so.

         (2) A person who has been able to perform sale and purchase
         transactions on the securities market under the proviso of paragraph
         (1) shall be deemed a member of the Stock Exchange in applying the
         provisions of Articles 73 (1) 5, 73-2, 74 (1) 4-2 and 4-3, 76-3 (2),
         76-4, 87, 94 (2) 5, 95 through 97, 99, 100, and 206-3 (6). (Amended by
         Act No. 6623, Jan. 26, 2002)
         [This Article Wholly Amended by Act No. 5736, Feb. 1, 1999]

<PAGE>

ARTICLE 86
         Deleted. (by Act No. 5736, Feb. 1, 1999)


ARTICLE 87 (COMPLETION OF TRANSACTIONS)


         (1) When a member is suspended from transactions or loses his
         qualification, the Stock Exchange shall have the member or any other
         member complete the sale and purchase transactions which have been
         initiated on the securities market by the member. In this case, the
         member who loses his qualification shall be regarded as having the
         qualification of a member within the objective of completion of those
         transactions. (Amended by Act No. 3945, Nov. 28, 1987)

         (2) In case where the Stock Exchange has any other member complete the
         sale and purchase transactions pursuant to paragraph (1), it shall be
         regarded that a trust contract is in existence between the member
         concerned and such other member. (Amended by Act No. 3945, Nov. 28,
         1987)


ARTICLE 88 (LISTING REGULATIONS)


         (1) Deleted. (by Act No. 5254, Jan. 13, 1997)

         (2) The Stock Exchange shall adopt the Securities Listing Regulations
         (hereinafter referred to as the "Listing Regulations") in order to
         examine securities which are to be listed on the securities market or
         administer the securities which have been listed on the securities
         market (hereinafter referred to as "listed securities"). (Amended by
         Act No. 5736, Feb. 1, 1999)

         (3) The Listing Regulations referred to in paragraph (2) shall provide
         for the

<PAGE>

         following matters: (Amended by Act No. 5736, Feb. 1, 1999)

         1.Matters relating to the listing standards for, listing examination of
         and delisting of securities;

         2.Matters relating to suspension from and release of suspension from
         the sale and purchase transactions of securities; and

         3.Matters necessary for the administration of listed securities other
         than those prescribed in subparagraphs 1 and 2 of this paragraph.


ARTICLE 89 (DISCLOSURE REGULATIONS)


         (1) The Stock Exchange shall adopt the Listed Corporation Disclosure
         Regulations (hereinafter referred to as the "Disclosure Regulations")
         in order to disclose the financial standing and business activity of
         stock-listed corporations and conduct the supervision of stock-listed
         corporations.

         (2) The Disclosure Regulations under paragraph (1) shall include the
         following matters. In this case, the matters provided in subparagraphs
         1 and 2 shall meet the provisions of Article 186:

         1.Matters relating to the information on which a stock-listed
         corporation is to make a report or a disclosure;

         2.Matters relating to the methods and procedures which a stock-listed
         corporation is to follow in making a report or disclosure;

         3.Matters relating to the standards for deciding upon whether or not a
         stock-listed corporation follows the provisions of subparagraphs 1 and
         2 and to the measures for a securities company against such provisions;


<PAGE>

         4.Matters relating to the supervision of stock-listed corporations,
         such as the suspension of their sale and purchase transactions; and

         5.Other necessary matters relating to a report or disclosure which
         stock-listed corporations are to make.
         [This Article Newly Inserted by Act No. 6623, Jan. 26, 2002]


ARTICLES 90 THROUGH 93
         Deleted. (by Act No. 5254, Jan. 13, 1997)


ARTICLE 94 (OPERATING RULES)


         (1) Matters relating to the sale and purchase transactions of
         securities on the securities market shall be determined by the
         operating rules of the Stock Exchange. In this case, matters relating
         to futures markets may be determined by separate operating rules.

         (2) The operating rules as referred to in paragraph (1) shall provide
         for the following matters: (Amended by Act No. 5736, Feb. 1, 1999; Act
         No. 6423, Mar. 28, 2001; Act No. 6623, Jan. 26, 2002)

         1.Types of sale and purchase transactions and matters on consignment;

         2.Matters relating to the opening, closing, suspending, or temporary
         closing of the securities market;

         3.Methods of the conclusion of sale and purchase transaction contract
         and the settlement;

<PAGE>

         4.Matters relating to the regulation of sale and purchase transactions,
         such as payment of deposit money;

         5.Matters relating to the review of abnormal trade and supervision of
         members, and disciplinary action against members, officers and
         employees as a result of such review and supervision;

         5-2.Matters concerning the self-regulatory mediation of any dispute
         over sale and purchase transactions on the securities market;

         6.Deleted; and (by Act No. 6623, Jan. 26, 2002)

         7.Matters necessary for the sale and purchase transactions in addition
         to those as referred to in subparagraphs 1 through 5-2.
         [This Article Wholly Amended by Act No. 3945, Nov. 28, 1987]


ARTICLE 95 (JOINT COMPENSATION FUND FOR DAMAGE INCURRED FROM CONTRAVENTION OF
CONTRACTS)


         (1) Members shall set aside a joint compensation fund for damage
         incurred from contraventions of contracts (hereinafter referred to as
         the "compensation fund") in the Stock Exchange in order to compensate
         for the damage incurred from any contravention of trading contracts on
         the securities market: Provided, That the same shall not apply to any
         member, etc. prescribed by the Stock Exchange in the articles of
         association, who does not bear the responsibility for executing the
         settlement of sale and purchase transactions. (Amended by Act No. 3945,
         Nov. 28, 1987; Act No. 6423, Mar. 28, 2001)

         (2) Any member (excluding the member referred to in the proviso of
         paragraph (1)) shall, within the extent of the compensation fund
         referred to in paragraph (1), be liable jointly and severally for the
         damage incurred from any contravention of trading contract on the
         securities market. (Amended by Act No. 3945, Nov. 28,
<PAGE>
         1987; Act No. 6423, Mar. 28, 2001)

         (3) The rate and limit of reserve, use, management, repayment of the
         compensation fund referred to in paragraph (1), and other necessary
         matters relating to the operation of the compensation fund shall be
         prescribed by the Presidential Decree.


ARTICLE 96 (APPROPRIATION OF MEMBER'S DEPOSIT AND GUARANTEE FUND FOR OBLIGATION)

         If a member has not fulfilled his obligation based on sale and purchase
         transactions on the securities market for the Stock Exchange or other
         members, the Stock Exchange may appropriate the member's deposit and
         guarantee fund for the payment of that obligation. (Amended by Act No.
         3945, Nov. 28, 1987)


ARTICLE 97 (COMPENSATION LIABILITIES OF STOCK EXCHANGE)


         (1) The Stock Exchange shall be liable to compensate for the damage
         incurred from contravention of trading contract by any member. (Amended
         by Act No. 3945, Nov. 28, 1987)

         (2) In case where the Stock Exchange compensates for the damage under
         paragraph (1), the compensation fund set aside under the provisions of
         Article 95 shall be appropriated in preference.

         (3) In case where the Stock Exchange compensates for the damage under
         paragraphs (1) and (2), the Stock Exchange shall be entitled to the
         right to indemnification for the compensated amount and all expenses
         required to do so against the member who contravened the trading
         contract. (Amended by Act No. 3945, Nov. 28, 1987)

         (4) The amount of money collected in accordance with paragraph (3)
         shall be, in

<PAGE>

         preference, appropriated for such amount as the Stock Exchange has
         compensated with its own money and all expenses required to do so, and
         the remainder shall be reserved in the compensation fund.

         (5) Matters with respect to the exercise of the right to
         indemnification referred to in paragraph (3) shall be prescribed by the
         Presidential Decree.


ARTICLE 98
         Deleted. (by Act No. 3945, Nov. 28, 1987)


ARTICLE 99 (PREFERENTIAL RIGHT OF STOCK EXCHANGE OVER OTHER CREDITOR)


         (1) The Stock Exchange shall have a right to be paid in preference to
         any other creditors with respect to the deposit, member's guarantee
         fund and money or securities paid for the delivery and settlement.

         (2) When a member, in case where the Stock Exchange delivers securities
         to the member prior to the settlement, causes any damage to the Stock
         Exchange due to the unfulfillment of delivery or settlement by such
         member, the Stock Exchange shall have a right to be paid in preference
         to any other creditors with respect to property of such member:
         Provided, That the right shall not be in preference to obligations
         hypothecated by chonsegwon (right of registered lease on deposit
         basis), pledges or mortgage created prior to the arrival of settlement
         date. (Amended by Act No. 3945, Nov. 28, 1987)


ARTICLE 100 (PREFERENTIAL RIGHT OF ENTRUSTER DUE TO CONTRAVENTION OF CONTRACT BY
ENTRUSTEE AND RIGHT OF STOCK EXCHANGE IN PREFERENCE TO ENTRUSTER)

<PAGE>

         (1) Any person who entrusts the sale and purchase transactions on the
         securities market to a member shall, in case where the member entrusted
         with the transactions contravenes the entrustment contract, have a
         right to satisfy the claim based upon such contravention in preference
         to any other creditors with respect to the deposit and member's
         guarantee fund. (Amended by Act No. 3945, Nov. 28, 1987)

         (2) The preferential right referred to in Article 99 shall be in
         preference to such preferential right as prescribed by the provisions
         of paragraph (1).


ARTICLE 101 (PROHIBITION OF SALE AND PURCHASE IN CONTRAVENTION OF CONTRACT)

         Any securities company which has been entrusted with the sale and
         purchase transactions on the securities market, shall have such
         transactions made only through the securities market without fail. In
         this case, the provisions of Article 44 shall not apply. (Amended by
         Act No. 3945, Nov.
         28, 1987; Act No. 4469, Dec. 31, 1991)


ARTICLE 102
         Deleted. (by Act No. 5254, Jan. 13, 1997)


ARTICLE 103 (PUBLICATION OF QUOTATIONS)

         The Stock Exchange shall, under the conditions as prescribed by the
         Presidential Decree, make public the quotations showing the daily
         trading volume, daily settled price, and the highest, lowest and
         closing prices of the securities on the securities market. (Amended by
         Act No. 3541, Mar. 29, 1982)


ARTICLE 104

<PAGE>

         Deleted. (by Act No. 5736, Feb. 1, 1999)


ARTICLES 105 AND 106
         Deleted. (by Act No. 5254, Jan. 13, 1997)


ARTICLE 107 (RESTRICTIONS ON DISCRETIONARY SALE AND PURCHASE TRANSACTIONS)


         (1) If a securities company is entrusted by a customer to make a sale
         and purchase transaction of securities, the securities company may
         carry out such transaction under a discretionary decision only on the
         quantity, price and time of the transaction. In this case, the types
         and items of securities, the categories and methods of the transaction
         shall be determined only according to a decision of the customer.
         (Amended by Act No. 4469, Dec. 31, 1991)

         (2) If a securities company carries out a sale and purchase transaction
         of securities pursuant to paragraph (1), it shall observe the
         conditions as prescribed by the Ordinance of the Ministry of Finance
         and Economy. (Amended by Act No. 4469, Dec. 31, 1991; Act No. 5254,
         Jan. 13, 1997; Act No. 5539, May 25, 1998)
         [This Article Wholly Amended by Act No. 3945, Nov. 28, 1987]


ARTICLE 108
         Deleted. (by Act No. 5423, Dec. 13, 1997)


 SECTION 3 ENTRUSTMENT WITH SALE AND PURCHASE TRANSACTIONS ON SECURITIES MARKET


<PAGE>

ARTICLE 109 (RESTRICTIONS ON PLACES OF ENTRUSTMENT)


         (1) Deleted. (by Act No. 5736, Feb. 1, 1999)

         (2) A securities company may be entrusted with the sale and purchase
         transactions of securities by means of electronic communication and
         other manners as prescribed by the Presidential Decree.
         [This Article Wholly Amended by Act No. 5254, Jan. 13, 1997]


ARTICLES 110 AND 111
         Deleted. (by Act No. 5736, Feb. 1, 1999)


                      SECTION 4 ACCOUNTING AND SUPERVISION

ARTICLE 112 (REPORT AND INSPECTION)


         (1) The Financial Supervisory Commission may, if deemed necessary in
         the public interest or for the protection of investors, order the Stock
         Exchange to file reports or materials for reference with respect to its
         business and property, and have the FSS Governor inspect its business,
         status of property, accounting books, records, and other related
         materials. (Amended by Act No. 5254, Jan. 13, 1997; Act No. 5498, Jan.
         8, 1998)

         (2) The provisions of Article 53 (3) shall apply mutatis mutandis to
         the inspection referred to in paragraph (1).

         (3) In case where the FSS Governor inspects according to the provisions
         of paragraph (1), the FSS Governor shall report the result of the
         inspection to the

<PAGE>

         Financial Supervisory Commission. (Amended by Act No. 5254, Jan. 13,
         1997; Act No. 5498, Jan. 8, 1998)


ARTICLE 113
         Deleted. (by Act No. 3945, Nov. 28, 1987)


ARTICLE 114
         Deleted. (by Act No. 6176, Jan. 21, 2000)


ARTICLE 115 (APPROVAL OF REGULATIONS)


         (1) Where the Stock Exchange intends to adopt the Business Regulations,
         Listing Regulations, Disclosure Regulations and other regulations
         (including rules; hereinafter the same shall apply) relating to
         business which are necessary for the administration of the securities
         market, the Stock Exchange shall obtain the approval of the Financial
         Supervisory Commission. The same shall also apply in case of the
         amendment or repeal thereof. (Amended by Act No. 3945, Nov. 28, 1987;
         Act No. 5254, Jan. 13, 1997; Act No. 5498, Jan. 8, 1998; Act No. 5539,
         May 25, 1998; Act No. 5736, Feb. 1, 1999; Act No. 5982, May 24, 1999)

         (2) Where the Financial Supervisory Commission intends to grant
         approval referred to in paragraph (1), it shall consult in advance with
         the Minister of Finance and Economy. (Newly Inserted by Act No. 5498,
         Jan. 8, 1998; Act No. 5539, May 25, 1998; Act No. 5982, May 24, 1999)


ARTICLE 116
         Deleted. (by Act No. 5254, Jan. 13, 1997)

<PAGE>

ARTICLE 117 (DISPOSITION IN EMERGENCY)


         (1) Deleted. (by Act No. 5736, Feb. 1, 1999)

         (2) When the Minister of Finance and Economy deems that the sale and
         purchase transactions of securities cannot be normally made because of
         natural disaster, warfare, disturbance, sudden and significant change
         in economic conditions or other incidents similar thereto, he may order
         the temporary closing of the securities market or take other necessary
         measures. (Amended by Act No.
         5254, Jan. 13, 1997; Act No. 5539, May 25, 1998)


                              CHAPTER VII DELETED.

ARTICLES 118 THROUGH 144
         Deleted. (by Act No. 5498, Jan. 8, 1998)


              CHAPTER VIII ORGANIZATIONS CONCERNED WITH SECURITIES

                      SECTION 1 SECURITIES FINANCE COMPANY

ARTICLE 145 (ESTABLISHMENT)


         (1) Any person who is engaged in the business referred to in Article
         147

<PAGE>

         (hereinafter referred to as a "securities finance company") shall be a
         licensed stock company by the Minister of Finance and Economy. (Amended
         by Act No. 5254, Jan. 13, 1997; Act No. 5539, May 25, 1998)

         (2) Any person who intends to obtain a license referred to in paragraph
         (1) shall file a written application including such information as
         designated in the following subparagraphs with the Minister of Finance
         and Economy: (Amended by Act No. 5254, Jan. 13, 1997; Act No. 5539, May
         25, 1998)

         1.Name;

         2.Location of business office; and

         3.Matters relating to stated capital and assets.

         (3) A written application referred to in paragraph (2) shall be
         accompanied by such documents as designated in the following
         subparagraphs: (Amended by Act No. 5254, Jan. 13, 1997; Act No. 5539,
         May 25, 1998)

         1.Articles of association and the regulations relating to business;

         2.Curricula vitae and certificates of identity of promoters;

         3.Project planning statement and the estimated income and expenditure
         statement for a period of two years after its establishment; and

         4.Documents prescribed by the Minister of Finance and Economy other
         than those referred to in subparagraphs 1 through 3.


ARTICLE 146 (AMOUNT OF STATED CAPITAL)

         Amount of stated capital of a securities finance company shall be two
         billion won or

<PAGE>

         more.


ARTICLE 147 (BUSINESS)


         (1) A securities finance company may manage any business referred to in
         the following subparagraphs: (Amended by Act No. 5254, Jan. 13, 1997;
         Act No. 5539, May 25, 1998; Act No. 6623, Jan. 26, 2002)

         1.To loan money for securities market making and money for underwriting
         to underwriters;

         2.To loan through the clearing organ of the Stock Exchange or the
         Association such money or securities as may be necessary in the
         settlement of sale and purchase transactions on the securities market
         or the Association brokerage market;

         3.To lend money by collateralizing securities or lend securities;

         4.To lend money to public investors through underwriters for purchasing
         stocks through public offering;

         5.To effect sale and purchase transactions of bonds within such extent
         as may be prescribed by the Presidential Decree;

         6.To undertake safekeeping in connection with securities;

         7.To trust money under the Trust Business Act;

         8.To perform the affairs of a trustee company under the Securities
         Investment Trust Business Act;

         9.To perform the affairs of a custodian under the Securities Investment
         Company


<PAGE>

         Act; and

         10.To be approved by the Minister of Finance and Economy other than
         those referred to in subparagraphs 1 through 9.

         (2) Where a securities finance company carries on the trust business
         under paragraph (1) 7, it shall be deemed a financial institution
         engaging concurrently in the trust business under the Trust Business
         Act, which is not subject to the provisions of Articles 7 (1), 8-2, 15,
         15-2, 16, and 24-3 of the Trust Business Act. (Newly Inserted by Act
         No. 6623, Jan. 26, 2002)


ARTICLE 148
         Deleted. (by Act No. 5254, Jan. 13, 1997)


ARTICLE 149 (RESTRICTIONS ON OFFICERS)


         (1) Any officer who is engaged in the regular business of a securities
         finance company (including a person who practically performs the
         function of officer; hereinafter the same shall apply) shall be a
         person other than officers and employees of a securities company.
         (Amended by Act No. 3541, Mar. 29, 1982)

         (2) The provisions of Articles 33 (2) and 80 shall apply mutatis
         mutandis to any officer of a securities finance company: Provided, That
         a person may be appointed as an officer falling under subparagraph 1 of
         Article 80, in so far as he is not engaged in the regular business.
         (Amended by Act No. 3541, Mar. 29, 1982)


ARTICLE 150
         Deleted. (by Act No. 3945, Nov. 28, 1987)

<PAGE>

ARTICLE 151 (REPORT ON ARTICLES OF ASSOCIATION AND REGULATIONS)


         (1) Any securities finance company shall, when it changes its articles
         of association, file a report thereof with the Financial Supervisory
         Commission. (Amended by Act No. 6176, Jan. 21, 2000)

         (2) When a securities finance company has adopted, amended or repealed
         the regulations relating to its business, it shall report such fact to
         the Financial Supervisory Commission. (Amended by Act No. 5254, Jan.
         13, 1997; Act No. 5498, Jan. 8, 1998)

         (3) Deleted. (by Act No. 5254, Jan. 13, 1997)


ARTICLE 152
         Deleted. (by Act No. 5254, Jan. 13, 1997)


ARTICLE 153 (REQUEST TO DISCHARGE OFFICERS)

         When any officer of a securities finance company is elected by the
         illegal means, or violates this Act, the orders pursuant to this Act or
         the articles of association of the securities finance company, the
         Financial Supervisory Commission may request it to discharge such
         officer. (Amended by Act No. 5498, Jan. 8, 1998)


ARTICLE 154 (LIABILITIES OF OFFICERS)

         The provisions of Articles 58 and 83 shall apply mutatis mutandis to a
         securities finance company: Provided, That the provisions of Article 83
         (3) shall not apply mutatis mutandis to officers who are not engaged in
         full time.

<PAGE>

ARTICLE 155 (DISPOSITIONS AGAINST VIOLATIONS OF ACTS AND SUBORDINATE STATUTES)


         (1) The provisions of Article 55 (excluding paragraph (1) 5 through 7
         of the same Article) shall apply mutatis mutandis to the cancellation
         of a securities financial business license for a securities finance
         company. In this case, the "Financial Supervisory Commission" shall be
         deemed the "Minister of Finance and Economy". (Amended by Act No. 6176,
         Jan. 21, 2000)

         (2) Where any securities finance company falls under any of the
         following subparagraphs, the Financial Supervisory Commission may order
         the suspension of its business in whole or in part for a specified
         period not exceeding six months: (Amended by Act No. 6623, Jan. 26,
         2002)

         1.Where it does business without obtaining approval under Article 147
         (1) 10;

         2.Where it fails to comply with a request to discharge its officer
         under Article 153 without any justifiable cause; and

         3.Where it violates the provisions of Article 154.
         [This Article Wholly Amended by Act No. 5498, Jan. 8, 1998]


ARTICLE 156
         Deleted. (by Act No. 5254, Jan. 13, 1997)


ARTICLE 157 (INSPECTION)

         The provisions of Article 53 shall apply mutatis mutandis to a
         securities finance company. In this case, the "cancellation of a
         securities business license" referred to










<PAGE>
         in Article 53 (5) 1 shall be deemed a "request for the cancellation of
         license to the Minister of Finance and Economy". (Amended by Act No.
         6176, Jan. 21, 2000)


ARTICLE 158 (DISCONTINUANCE OF BUSINESS AND DISSOLUTION)

         The resolution of a securities finance company for the discontinuance
         of its business and for the dissolution shall be subject to the
         authorization of the Minister of Finance and Economy. (Amended by Act
         No. 5254, Jan. 13, 1997; Act No. 5539, May 25, 1998)


ARTICLE 159

         Deleted. (by Act No. 5736, Feb. 1, 1999)


ARTICLE 160 (ISSUANCE OF CORPORATE BONDS)


         (1) Notwithstanding the provisions of Article 470 of the Commercial
         Act, any securities finance company may issue the corporate bonds up to
         20 times the aggregate amount of its stated capital and reserve.
         (Amended by Act No. 5521, Feb. 24, 1998; Act No. 6176, Jan. 21, 2000)

         (2) The corporate bonds issued by a securities finance company pursuant
         to the provisions of paragraph (1) shall be considered to be the bonds
         pursuant to the provisions of Article 2 (1) 3.

         (3) Any securities finance company may temporarily issue corporate
         bonds in excess of the limit to redeem corporate bonds issued in
         accordance with paragraph (1). In this case, it shall be subject to the
         redemption of corporate bonds already issued within one month after
         they are issued. (Newly Inserted by Act No. 6176, Jan. 21, 2000)


<PAGE>

         (4) Matters necessary for the issuance of corporate bonds by a
         securities finance company pursuant to the provisions of paragraph (1),
         shall be prescribed by the Presidential Decree.
         [This Article Wholly Amended by Act No. 5254, Jan. 13, 1997]


ARTICLE 161 (DEPOSIT OF MONEY)


         (1) Any securities finance company may receive a deposit of money from
         the Stock Exchange, securities companies, other securities-related
         institutions, and such persons as designated by the Ordinance of the
         Ministry of Finance and Economy. (Amended by Act No. 5254, Jan. 13,
         1997; Act No. 5539, May 25, 1998)

         (2) Any securities finance company may, if necessary for the
         performance of deposit pursuant to paragraph (1), issue debt
         instruments in accordance with the Ordinance of the Ministry of Finance
         and Economy. (Amended by Act No. 5254, Jan. 13, 1997; Act No. 5539, May
         25, 1998)

         (3) In case of paragraphs (1) and (2), the Bank of Korea Act and the
         Banking Act shall not apply.


         SECTION 2 KOREA SECURITIES DEALERS ASSOCIATION

         SUB-SECTION 1 ESTABLISHMENT AND SUPERVISION

ARTICLE 162 (ESTABLISHMENT)

<PAGE>


         (1) A Korea Securities Dealers Association shall be established for the
         purpose of maintaining business orders between securities companies,
         assuring fair trading of securities, and protecting investors.

         (2) The Association shall be a juristic person as the organ consisting
         of members.

         (3) The Association shall place its principal office in the Seoul
         Special Metropolitan City, and may establish its branch offices in
         necessary places.

         (4) The Association shall come into existence by the registration of
         incorporation at the location of the principal office under the
         conditions as prescribed by the Presidential Decree.
         [This Article Wholly Amended by Act No. 5254, Jan. 13, 1997]


ARTICLE 162-2 (BUSINESS)

         The Association shall do such business as described in the following
         subparagraphs: (Amended by Act No. 5498, Jan. 8, 1998; Act No. 5736,
         Feb. 1, 1999; Act No. 6176, Jan. 21, 2000; Act No. 6423, Mar. 28, 2001;
         Act No. 6623, Jan. 26, 2002)

         1.Business relating to the maintenance of sound business orders between
         members and for the protection of investors;

         2.Business relating to the publication of Association-registered
         corporations, review of abnormal trade and supervision of members, and
         self-regulatory mediation of disputes in connection with sale and
         purchase transactions on the Association brokerage market, and the
         operation of the Association brokerage market;


<PAGE>

         3.Operation and management of fund managers in order to maintain sound
         order in business under Article 28 (2) 2;

         4.Examination and research of the system relating to securities;

         5.Business relating to the study and training with respect to
         securities;

         6.Business incidental to those as referred to in subparagraphs 1
         through 5; and

         7.Business as determined by the Presidential Decree other than those as
         referred to in subparagraphs 1 through 6. [This Article Newly Inserted
         by Act No. 5254, Jan. 13, 1997]


ARTICLE 162-3 (REVIEW OF ABNORMAL TRADE AND SUPERVISION OF MEMBERS)


         (1) Where the Association deems it necessary to ascertain the trading
         situation of the item of securities suspected of abnormal trade in the
         Association brokerage market (including the case of brokering the sale
         and purchase transaction of securities under Article 52-2; hereafter in
         this Article the same shall apply) or check whether a securities
         company complies with the trading regulations of the Association, it
         may request the securities company concerned to submit related
         materials with the reasons specified in writing.

         (2) Where the Association deems it necessary to ascertain the trading
         situation of the item of securities suspected of abnormal trade in the
         Association brokerage market or check whether a member complies with
         the trading regulations of the Association, it may supervise over the
         business, financial standing, books, documents, and other things of the
         member with respect to the trading in question.

         (3) Where the Association deems it necessary to conduct the review or
         supervision under paragraphs (1) and (2), it may request its members to
         file a report, submit

<PAGE>

         materials, or have the persons concerned present themselves to make a
         statement with respect to the abnormal trade, etc. under the conditions
         as determined by the articles of association.
         [This Article Newly Inserted by Act No. 6623, Jan. 26, 2002]


ARTICLE 163 (MATTERS TO BE PROVIDED FOR IN ARTICLES OF ASSOCIATION)

         Matters to be provided for in the articles of association of the
         Association shall be prescribed by the Presidential Decree.


ARTICLE 164 (REPORT ON REGULATIONS, ETC.)


         (1) Where the Association has adopted, amended or repealed regulations
         relating to its business, it shall report such fact to the Financial
         Supervisory Commission within ten days. (Amended by Act No. 3541, Mar.
         29, 1982; Act No. 5498, Jan. 8, 1998; Act No. 5736, Feb. 1, 1999)

         (2) The Association shall, where it intends to change matters
         prescribed by the Presidential Decree in the articles of association,
         obtain approval from the Financial Supervisory Commission. (Newly
         Inserted by Act No. 6176, Jan. 21, 2000)


ARTICLE 165 (MEMBERSHIP DUES)

         The Association may collect membership dues from members under the
         conditions as prescribed by the articles of association.


ARTICLE 166

         Deleted. (by Act No. 5423, Dec. 13, 1997)

<PAGE>

ARTICLE 167

         Deleted. (by Act No. 5254, Jan. 13, 1997)


ARTICLE 168 (ORDER OF SUSPENSION OF BUSINESS, ETC.)

         In case where any event described in the following subparagraphs
         occurs, the Financial Supervisory Commission may order the Association
         to suspend its business or may request it to discharge the officer
         concerned in the public interest and for the protection of investors:
         (Amended by Act No. 3541, Mar. 29, 1982; Act No. 5498, Jan. 8, 1998)

         1.When the Association has violated Acts and subordinate statutes or
         disposition taken by administrative authorities pursuant to Acts and
         subordinate statutes; and

         2.When any officer of the Association has violated the articles of
         association of the Association or regulations relating to the business
         of the Association or has abused his authorities.


ARTICLE 169 (OFFICERS AND SUPERVISION, ETC.)

         The provisions of Articles 33, 42, 53 and 117 shall apply mutatis
         mutandis to the Association. (Amended by Act No. 5254, Jan. 13, 1997;
         Act No. 5736, Feb. 1, 1999; Act No. 6176, Jan. 21, 2000) [This Article
         Wholly Amended by Act No. 3541, Mar. 29, 1982]


ARTICLE 170 (PROVISIONS OF CIVIL ACT APPLIED MUTATIS MUTANDIS)

         The provisions of the Civil Act relating to an incorporated association
         shall apply

<PAGE>

         mutatis mutandis to the Association except otherwise provided for in
         this Act or the orders pursuant to this Act.


ARTICLE 171 (PROHIBITION OF USE OF SIMILAR NAME)

         Any person other than the Korea Securities Dealers Association shall
         not use the name "Securities Dealers Association" or any other name
         similar thereto. (Amended by Act No. 5254, Jan. 13, 1997)


ARTICLE 172 (SECURITIES TRAINING INSTITUTE)

         The Association may establish a Securities Training Institute in order
         to improve qualifications of persons who engage in securities business
         and to diffuse professional knowledge about securities.


         SUB-SECTION 2 OPERATION OF ASSOCIATION BROKERAGE MARKET AND SALE AND
         PURCHASE TRANSACTIONS

ARTICLE 172-2 (REGISTRATION WITH ASSOCIATION AND OPERATION OF ASSOCIATION
BROKERAGE MARKET)


         (1) Any corporation that intends to get securities, prescribed by the
         Presidential Decree, traded on the Association brokerage market shall
         file a registration with the Association through a person who has
         obtained a business license under Article 28 (2) 3.


<PAGE>

         (2) The Association shall set up an Association Brokerage Market
         Operation Committee (hereinafter referred to as the "Association
         Brokerage Market Operation Committee") mandated to deal with affairs
         related with the operation of Association brokerage market.

         (3) Members of the Association Brokerage Market Operation Committee
         shall be elected at a general meeting of the Association.

         (4) The provisions of Articles 33 and 83 shall apply mutatis mutandis
         to the members of the Association Brokerage Market Operation Committee.
         [This Article Wholly Amended by Act No. 6423, Mar. 28, 2001]


ARTICLE 172-3 (ADOPTION AND APPROVAL OF REGULATIONS)


         (1) The Association shall make necessary regulations governing the
         operation of Association brokerage market according to standards
         falling under each of the following subparagraphs. In this case, the
         detailed matters to be entered in the regulations shall be prescribed
         by the Presidential Decree: (Amended by Act No. 6423, Mar. 28, 2001)

         1.The operational regulations of the Association Brokerage Market
         Operation Committee, which govern matters concerning the makeup,
         operation, personnel affairs and budget, etc. of the Association
         Brokerage Market Operation Committee and its secretariat;

         2.Securities association registration regulations that govern matters
         concerning standards for the registration of securities, the
         examination of registration and the cancellation of registration, etc.;

         3.Business regulations that govern matters concerning the acceptance as
         a trustee,

<PAGE>

         suspension, and cancellation of purchase and sale transactions, etc.;
         and

         4.Regulations that govern matters concerning the publication, etc. of
         Association-registered corporations.

         (2) In case where the Association intends to make, alter, or repeal the
         regulations referred to in paragraph (1), the Association shall obtain
         approval from the Financial Supervisory Commission after going through
         a resolution of the Association Brokerage Market Operation Committee.
         (Amended by Act No. 5498, Jan. 8, 1998; Act No. 5539, May 25, 1998; Act
         No. 5982, May 24, 1999; Act No. 6423, Mar. 28, 2001)

         (3) Where the Financial Supervisory Commission intends to grant
         approval referred to in paragraph (2), it shall consult in advance with
         the Minister of Economy and Finance. (Newly Inserted by Act No. 5498,
         Jan. 8, 1998; Act No. 5539, May 25, 1998; Act No. 5982, May 24, 1999)
         [This Article Newly Inserted by Act No. 5254, Jan. 13, 1997]


ARTICLE 172-4 (BUDGET AND PERSONNEL AFFAIRS OF ASSOCIATION BROKERAGE MARKET
OPERATION COMMITTEE AND SECRETARIAT)


         (1) The Association shall manage its budget separately from the budget
         of the Association Brokerage Market Operation Committee (including the
         budget of its secretariat; hereinafter the same shall apply). In this
         case, the Association shall appropriate an amount equivalent to the
         ratio set by the regulations on the Association Brokerage Market
         Operation Committee as the budget of such Committee from among revenues
         accruing from its membership fees and the operation of Association
         brokerage market.

         (2) In managing the personnel affairs of the secretariat of the
         Association Brokerage Market Operation Committee, the Association shall
         consult with the

<PAGE>

         chairman of the Association Brokerage Market Operation Committee. [This
         Article Newly Inserted by Act No. 6423, Mar. 28, 2001]


         SECTION 3 SECURITIES DEPOSITORY

ARTICLE 173 (ESTABLISHMENT)


         (1) A Securities Depository (hereinafter referred to as the
         "Depository") shall be established in order to promote a concentrated
         deposition of securities, transfer of securities between their
         accounts, and harmonious trading of securities.

         (2) The Depository shall be a juristic person.

         (3) The Depository shall come into existence by the registration of
         incorporation at the location of the principal office under the
         conditions as prescribed by the Presidential Decree.
         [This Article Wholly Amended by Act No. 4701, Jan. 5, 1994]


ARTICLE 173-2 (BUSINESS)


         (1) The Depository shall carry on the business as prescribed in the
         following subparagraphs in order to attain its objects: (Amended by Act
         No. 5254, Jan. 13, 1997; Act No. 5736, Feb. 1, 1999)

         1.Business concentrating the deposition of securities;

         2.Business transferring securities between accounts;


<PAGE>

         3.Business depositing securities and transferring between accounts
         through opening of a mutual account with a foreign juristic person
         (hereinafter referred to as a "foreign deposition institution") which
         carries on the business similar to the Depository;

         4.Securities transfer agency business (including the agency business
         for payment of dividend, interest, and redemption of securities and the
         agency business for issuing securities);

         5.Undertaking safekeeping of securities;

         6.Business other than those as referred to in subparagraphs 1 through
         5, which is authorized under this Act and other Acts;

         7.Business incidental to those as referred to in subparagraphs 1
         through 6; and

         8.Businesses as determined by the articles of association other than
         those as referred to in subparagraphs 1 through 7.

         (2) Deleted. (by Act No. 5736, Feb. 1, 1999)
         [This Article Newly Inserted by Act No. 4701, Jan. 5, 1994]


ARTICLE 173-3 (PROHIBITION OF CARRYING ON DEPOSITING BUSINESS)

         No person other than the Depository may carry on any business receiving
         securities, and settling accounts by means of a transfer between
         accounts in lieu of giving and receiving such securities.
         [This Article Newly Inserted by Act No. 4701, Jan. 5, 1994]


ARTICLE 173-4 (MATTERS TO BE PROVIDED FOR IN ARTICLES OF ASSOCIATION)


<PAGE>

         The articles of association of the Depository shall include the
         following matters:

         1.Objectives;

         2.Name;

         3.Location of a principal office;

         4.Matters relating to stocks and stated capital;

         5.Matters relating to the general meeting of stockholders and the board
         of directors;

         6.Matters relating to officers;

         7.Matters relating to the accounting; and

         8.Method of the public notice.
         [This Article Newly Inserted by Act No. 4701, Jan. 5, 1994]


ARTICLE 173-5 (PROVISIONS OF COMMERCIAL ACT APPLIED MUTATIS MUTANDIS)

         The provisions of the Commercial Act concerning the stock company shall
         apply mutatis mutandis to the depositor, unless otherwise prescribed by
         this Act or any order issued pursuant to this Act.
         [This Article Newly Inserted by Act No. 4701, Jan. 5, 1994]


ARTICLE 173-6 (OFFICERS)


         (1) The officers of the Depository shall be the president, managing
         director,

<PAGE>

         director and auditor.

         (2) The president shall be appointed by the general meeting of
         stockholders, but he shall be subject to approval of the Minister of
         Finance and Economy. (Amended by Act No. 5736, Feb. 1, 1999)

         (3) The standing auditor shall be appointed by the general meeting of
         stockholders. (Newly Inserted by Act No. 5736, Feb. 1, 1999)
         [This Article Newly Inserted by Act No. 4701, Jan. 5, 1994]


ARTICLE 173-7 (DESIGNATION OF SECURITIES TO BE DEPOSITED)


         (1) The securities which may be deposited at the Depository
         (hereinafter referred to as "securities to be deposited"), shall be
         designated by the Depository.

         (2) Deleted. (by Act No. 5736, Feb. 1, 1999)
         [This Article Newly Inserted by Act No. 5254, Jan. 13, 1997]


ARTICLE 173-8 (NOTIFICATION OF DETAILS OF ISSUANCE AND DETAILS OF SECURITIES
STOLEN, LOST OR DESTROYED)


         (1) In case where an issuer of securities to be deposited issues newly
         securities, the issuer shall notify the type of such securities and
         other matters as prescribed by the Ordinance of the Ministry of Finance
         and Economy to the Depository without delay. (Amended by Act No.
         5539, May 25, 1998)

         (2) In case where an issuer of securities to be deposited is notified
         of orders with respect to the seizure, provisional seizure or
         provisional disposition of securities or receives a report that the
         securities are stolen, lost or destroyed (including public

<PAGE>

         summons and nullification judgment pursuant to the Civil Procedure
         Act), such issuer shall notify the type of such securities and other
         matters as prescribed by the Ordinance of the Ministry of Finance and
         Economy to the Depository without delay. (Amended by Act No. 5539, May
         25, 1998; Act No. 6423, Mar. 28, 2001)

         (3) The Depository which has received the notifications pursuant to
         paragraphs (1) and (2) shall make public the details of such reports.
         [This Article Newly Inserted by Act No. 5254, Jan. 13, 1997]


ARTICLE 174 (DEPOSITION IN DEPOSITORY, ETC.)


         (1) Any person who intends to deposit securities in the Depository,
         shall open an account in the Depository. (Amended by Act No. 4701, Jan.
         5, 1994)

         (2) Any person who has opened an account pursuant to paragraph (1)
         (hereinafter referred to as a "depositor"), may deposit securities
         which he holds and has been deposited by his customers in the
         Depository with the consent of customers. (Amended by Act No. 4701,
         Jan. 5, 1994)

         (3) The Depository shall prepare and keep the depositors account book
         in which the following matters are stated, but shall establish therein
         a distinction between the portion owned by depositors and the portion
         deposited by customers: (Amended by Act No. 4701, Jan. 5, 1994; Act No.
         5254, Jan. 13, 1997; Act No. 5539, May 25, 1998)

         1.Name and address of a depositor;

         2.Type and number of securities which are deposited (hereinafter
         referred to as "deposited securities") and the name of an issuer; and

         3.Other matters as prescribed by the Ordinance of the Ministry of
         Finance and

<PAGE>

         Economy.

         (4) The Depository may keep deposited securities in a state mixed by
         type and item. (Amended by Act No. 4701, Jan. 5, 1994)

         (5) In case where a depositor or his customer accepts or subscribes for
         securities or requests issuance of securities based on other grounds,
         an issuer of securities may, upon a request of the depositor or his
         customer, issue or register (this refers to a registration pursuant to
         the State Bond Act or the Registration of Bonds and Debentures Act;
         hereinafter the same shall apply) securities by the name of the
         Depository in lieu of the depositor or his customer. (Newly Inserted by
         Act No. 4469, Dec. 31, 1991; Act No. 4701, Jan. 5, 1994; Act No. 5254,
         Jan. 13, 1997)
         [This Article Wholly Amended by Act No. 3945, Nov. 28, 1987]


ARTICLE 174-2 (DEPOSITION, ETC. TO DEPOSITOR BY CUSTOMERS)


         (1) Any depositor who redeposits securities deposited by customers in
         the Depository, shall prepare and keep the customers account book in
         which the following matters are stated: (Amended by Act No. 4701, Jan.
         5, 1994; Act No. 5254, Jan. 13, 1997; Act No. 5539, May 25, 1998)

         1.Names and addresses of customers;

         2.Types and number of deposited securities, and names of issuers; and

         3.Other matters as prescribed by the Ordinance of the Ministry of
         Finance and Economy.

         (2) When a depositor has stated matters referred to in paragraph (1),
         he shall deposit without delay securities in the Depository specifying
         that such securities are deposited by customers. (Amended by Act No.
         4701, Jan. 5, 1994; Act No. 5254,

<PAGE>

         Jan. 13, 1997)

         (3) When a depositor has stated matters referred to in paragraph (1),
         he shall keep the securities separately from his own until he deposits
         them in the Depository pursuant to paragraph (2). (Amended by Act No.
         4701, Jan. 5, 1994; Act No. 5254, Jan. 13, 1997)

         (4) The securities stated in the customers account book pursuant to
         paragraph (1) shall be considered deposited in the Depository at the
         time of statement. (Amended by Act No. 4701, Jan. 5, 1994) [This
         Article Newly Inserted by Act No. 3945, Nov. 28, 1987]


ARTICLE 174-3 (EFFECT OF STATEMENT IN ACCOUNT BOOK)


         (1) Persons who are stated in the customers account book and the
         depositors account book shall be considered to hold the respective
         securities.

         (2) If a transfer between accounts is stated in the customers account
         book and the depositors account book, the purpose of which is a
         transfer of or creation of pledge on securities, the statement of such
         transfer or creation shall have the same effect as if the securities
         had been delivered.

         (3) Notwithstanding the provisions of Article 3 (2) of the Trust Act, a
         trust of deposited securities may oppose against the third person, by
         stating that they are the trust properties in the customers account
         book or the depositors account book.

         (4) In case where a sale and purchase transaction of stocks on the
         securities market or Association brokerage market is settled by means
         of a transfer between accounts in the customers account book or the
         depositors account book before the stock certificates thereof are
         issued, notwithstanding the provisions of Article 335 (3) of the
         Commercial Act, it shall be effective against an issuing company.
         (Newly

<PAGE>

         Inserted by Act No. 5254, Jan. 13, 1997)
         [This Article Newly Inserted by Act No. 3945, Nov. 28, 1987]


ARTICLE 174-4 (PRESUMPTION OF RIGHT, ETC.)


         (1) Customers of a depositor and the depositor shall be presumed to
         have co-ownership share on the deposited securities according to the
         types, items and quantity of securities stated respectively in the
         customers account book and the depositors account book.

         (2) Any customer of a depositor or his pledgee may request at any time
         the depositor to return the deposited securities corresponding to a
         co-ownership share of the customer, and the depositor may request the
         Depository to return the deposited securities corresponding to his
         co-ownership share. In this case, a consent of the pledgee shall be
         required with respect to the deposited securities which are the object
         of the right of pledge. (Amended by Act No.
         4701, Jan. 5, 1994)

         (3) The Depository may, in case where such causes as prescribed by the
         Presidential Decree occur, limit the return or inter-account transfer
         of the portion deposited by customers among deposited securities under
         the conditions as designated by the Ordinance of the Ministry of
         Finance and Economy. (Newly Inserted by Act No. 5254, Jan. 13, 1997;
         Act No 5423, Dec. 13, 1997; Act No. 5539, May 25, 1998; Act No. 6423,
         Mar. 28, 2001)
         [This Article Newly Inserted by Act No. 3945, Nov. 28, 1987]


ARTICLE 174-5 (LIABILITY FOR COVERAGE)


         (1) In case where the deposited securities becomes insufficient, the
         Depository and

<PAGE>

         the depositor as prescribed in Article 174-2 (1) shall make up such
         insufficient portion according to the methods and procedure as
         prescribed by the Presidential Decree. In this case, the Depository and
         the depositor may exercise a right to indemnification to a person who
         is liable for such insufficiency. (Amended by Act No. 4701, Jan. 5,
         1994; Act No. 5254, Jan. 13, 1997)

         (2) The depositor as referred to in paragraph (1) shall bear a
         liability for coverage pursuant to paragraph (1), even after closing
         the account as prescribed in Article 174 (1): Provided, That in case
         where five years has elapsed from the time at which the account is
         closed, he shall be exempted from the liability.
         [This Article Newly Inserted by Act No. 3945, Nov. 28, 1987]


ARTICLE 174-6 (EXERCISE OF RIGHT TO DEPOSITED SECURITIES)


         (1) The Depository may exercise the right to the deposited securities
         according to a request of a depositor or customer. In this case, a
         request of a customer shall be made through the depositor. (Amended by
         Act No. 4701, Jan. 5, 1994)

         (2) The Depository may request a change of entry in the register or a
         registration in its own name with respect to the deposited securities.
         (Amended by Act No. 5254, Jan. 13, 1997)

         (3) With respect to stocks with regard to which the entry in the
         register is changed in the name of the Depository pursuant to paragraph
         (2), it may exercise the right as a stockholder as to matters as
         prescribed in Article 358-2 of the Commercial Act, as to statement in
         the register of stockholders and as to stock certificates, even though
         there is no request by the depositor. (Amended by Act No. 4701, Jan. 5,
         1994)

         (4) In case where a company issuing stock certificates makes a
         notification or public notice on a convocation of the general meeting
         of stockholders, with respect

<PAGE>

         to stockholders holding stock certificates with regard to which the
         entry in the register is changed in the name of the Depository, the
         company shall notify personally or publicly the particulars concerning
         the exercise of voting rights held by the Depository as referred to in
         paragraph (5). (Newly Inserted by Act No. 4469, Dec. 31, 1991; Act No.
         4701, Jan. 5, 1994; Act No. 5254, Jan. 13, 1997)

         (5) If a stockholder holding stock certificates with regard to which
         the entry in the register is changed in the name of the Depository
         fails to express his intention to exercise directly or by proxy or not
         to exercise his voting right to the Depository not later than five days
         before the date of the general meeting of stockholders, the Depository
         may exercise such voting right: Provided, That the same shall not apply
         to the following cases: (Newly Inserted by Act No. 4469, Dec. 31, 1991;
         Act No. 4701, Jan. 5, 1994; Act No. 5254, Jan. 13, 1997; Act No. 5498,
         Jan. 8, 1998; Act No. 5736, Feb. 1, 1999; Act No. 6176, Jan. 21, 2000;
         Act No. 6623, Jan. 26, 2002)

         1.Where a company issuing the stock certificates fails to make a
         notification or public notice on the exercise of voting right by the
         Depository pursuant to paragraph (4);

         2.Where a company issuing the stock certificates requests the Financial
         Supervisory Commission to prevent the Depository from exercising its
         voting right;

         3.Where subject matters of the general meeting of stockholders fall
         under any of matters as prescribed in Articles 360-3, 360-16, 374, 438,
         518, 519, 522, 530-3 and 604 of the Commercial Act; and

         4.Where a stockholder concerned exercises directly or by proxy his
         voting right at the general meeting of stockholders.

         (6) Matters with respect to which any company issuing stock
         certificates is required to notify the Depository in order for the
         Depository to exercise its rights under paragraph (1) and other matters
         necessary for the Depository to exercise its voting right under
         paragraph (5) shall be prescribed by the Presidential Decree. (Amended

<PAGE>

         by Act No. 6423, Mar. 28, 2001)

         (7) The provisions of paragraph (3) shall apply mutatis mutandis to
         registered securities among the deposited securities. (Newly Inserted
         by Act No. 6423, Mar. 28, 2001) [This Article Newly Inserted by Act No.
         3945, Nov. 28, 1987]


ARTICLE 174-7 (EXERCISE OF RIGHT BY BENEFICIAL OWNER)


         (1) Co-owners of stock certificates of deposited securities
         (hereinafter referred to as "beneficial owners") shall be considered to
         hold stocks equivalent to the co-ownership shares as prescribed in
         Article 174-4 (1) in exercising the rights as stockholders.

         (2) A beneficial owner may not exercise the right as prescribed in
         Article 174-6 (3): Provided, That the same shall not apply with respect
         to a notification to stockholders by a company, and an inspection or
         transcription of the register of stockholders as prescribed in Article
         396 (2) of the Commercial Act.

         (3) When a company issuing stock certificates of deposited securities
         has fixed a certain period or date pursuant to Article 354 of the
         Commercial Act, the company shall notify the Depository of such fact
         without delay; and the Depository shall notify a company issuing stock
         certificates concerned or a company which conducts change of entry in a
         register as an agent of the matters referred to in the following
         subparagraphs with respect to beneficial owners on the first day of the
         period or on the date (hereafter in this Article referred to as "fixed
         date for the closing of register of stockholders") without delay:
         (Amended by Act No. 4701, Jan. 5, 1994; Act No. 5254, Jan. 13, 1997)

         1.Name and address; and


<PAGE>

         2.Types and number of stocks as prescribed in paragraph (1).

         (4) The Depository may request a depositor as prescribed in Article
         174-2 (1) to notify matters as referred to in subparagraphs of
         paragraph (3) with respect to beneficial owners on the fixed date for
         the closing of register of stockholders. In this case, the depositor,
         upon receiving the request, shall notify it without delay. (Amended by
         Act No. 4701, Jan. 5, 1994)

         (5) The provisions of paragraphs (3) and (4) shall apply mutatis
         mutandis where the issuer of stocks, etc. whose tender offer statement
         was submitted requests the Depository to communicate matters on
         beneficial owners in order to know the stockholding status by setting a
         specified date. (Newly Inserted by Act No. 5736, Feb. 1, 1999)
         [This Article Newly Inserted by Act No. 3945, Nov. 28, 1987]


ARTICLE 174-8 (PREPARATION OF REGISTER OF BENEFICIAL OWNERS, ETC.)


         (1) Any issuing company or company which conducts change of entry in a
         register as an agent shall, upon receiving a notification pursuant to
         Article 174-7 (3), prepare and keep a register of beneficial owners,
         stating therein the notified matters and the date of notification.

         (2) Any statement in a register of beneficial owners relating to stocks
         the certificates of which are deposited in the Depository, shall have
         the same effect as the statement in a register of stockholders.
         (Amended by Act No. 4701, Jan. 5, 1994)

         (3) When an issuing company or a company which conducts change of entry
         in a register as an agent pursuant to the provisions of paragraph (1)
         deems that a person stated in a register of stockholders as a
         stockholder is the same as a person stated in a register of beneficial
         owners as a beneficial owner, the issuing company

<PAGE>

         or the company which conducts change of entry in a register as an agent
         shall sum up the number of stocks on the register of stockholders and
         those on the register of beneficial owners for the exercise of rights
         as a stockholder.
         [This Article Newly Inserted by Act No. 3945, Nov. 28, 1987]


ARTICLE 174-9 (CIVIL EXECUTION)

         Matters necessary for the compulsory execution, execution of
         provisional seizure and provisional disposition, or auction with
         respect to the deposited securities, shall be determined by the Supreme
         Court Regulations.
         [This Article Newly Inserted by Act No. 3945, Nov. 28, 1987]


ARTICLE 174-10 (CERTIFICATE OF BENEFICIAL OWNERSHIP)


         (1) In case where a depositor or a customer of depositor requests the
         Depository to issue a document certifying the deposition of securities
         (hereinafter referred to as a "certificate of beneficial ownership") in
         order to exercise the right as a stockholder, the Depository may issue
         the certificate of beneficial ownership under the conditions as
         prescribed by the Ordinance of the Ministry of Finance and Economy. In
         this case, a request of the customer shall be made through the
         depositor. (Amended by Act No. 5539, May 25, 1998)

         (2) The Depository shall, in case of issuing the certificate of
         beneficial ownership pursuant to paragraph (1), notify the issuing
         company concerned of such fact without delay.

         (3) In case where a depositor or a customer of depositor has filed the
         certificate of beneficial ownership which is issued pursuant to
         paragraph (1) with the issuing company, notwithstanding the provisions
         of Article 337 (1) of the Commercial Act, the depositor or the customer
         of depositor may set up against the issuing company.


<PAGE>

         [This Article Newly Inserted by Act No. 5254, Jan. 13, 1997]


ARTICLE 174-11 (SPECIAL CASE FOR DEPOSITION IN FOREIGN DEPOSITING INSTITUTIONS
AND FOREIGN CORPORATIONS, ETC.)


         (1) The provisions of Articles 174-2, 174-5, 174-6 (4) through (6),
         1747 and 174-8 (3) shall not apply to foreign depositing institutions:
         Provided, That this shall not apply where any foreign depositing
         institution makes a request for its application. (Amended by Act No.
         5736, Feb. 1, 1999)

         (2) In the event that an issuer of deposited securities is a foreign
         corporation, etc., the provisions of Articles 174 (5), 174-6 (4)
         through (6), 174-7, 174-8 and 174-10 shall not apply: Provided, That
         the same shall not apply to a case where the relevant foreign
         corporation, etc. requests the application thereof. (Newly Inserted by
         Act No. 6423, Mar. 28, 2001)
         [This Article Newly Inserted by Act No. 5254, Jan. 13, 1997]


ARTICLE 174-12 (REPORT AND CONFIRMATION, ETC.)

         The Depository may request a depositor to file the report or data
         concerning the depositing business, inspect the relating account books,
         or confirm the status of custody, etc. of securities kept under the
         depositor's own custody.
         [This Article Newly Inserted by Act No. 5254, Jan. 13, 1997]


ARTICLE 175 (REPORT ON REGULATIONS)

         Where the Depository makes, changes, or repeals the regulations
         relating to deposition and other business, it shall file a report
         thereof with the Financial Supervisory Commission.
         (Amended by Act No. 6176, Jan. 21, 2000)

<PAGE>

         [This Article Wholly Amended by Act No. 5736, Feb. 1, 1999]


ARTICLE 176

         Deleted. (by Act No. 5736, Feb. 1, 1999)


ARTICLE 176-2 (CONTROL OF SECURITIES)


         (1) A listed corporation, Association-registered corporation and
         company which conducts change of entry in a register as an agent
         (referring to a person who obtains a license pursuant to Article 180
         (1); hereinafter the same shall apply) shall be subject to the
         Securities Handling Regulations as determined by the Depository with
         respect to printed form, issuance, retirement, issuance for
         replacement, effacement, and other matters regarding control of
         securities.

         (2) The Depository may control the printed forms of securities which
         any listed corporation or Association-registered corporation keeps as
         spares for issuance of securities (hereinafter referred to as "spare
         certificates").

         (3) The Depository may, if it deems necessary, ask any listed
         corporation, Association-registered corporation and any company which
         conducts change of entry in a register as an agent to submit data
         regarding the procedure of handling securities and the control of spare
         certificates pursuant to paragraph (1) and may direct it's staff
         personnels to confirm the data.

         (4) When an unlisted corporation intends to use printed forms pursuant
         to the Securities Handling Regulations of the Depository with respect
         to securities of the corporation concerned, it shall obtain the
         approval of the Depository. In this case, the provisions of paragraphs
         (1) through (3) shall apply mutatis mutandis.

         (5) If any listed corporation becomes an unlisted corporation, the
         provisions of

<PAGE>

         paragraphs (1) through (3) shall apply mutatis mutandis to such
         corporation until all of printed forms pursuant to the Securities
         Handling Regulations of the Depository and the securities issued by
         using the printed forms is entirely effaced.
         [This Article Newly Inserted by Act No. 5254, Jan. 13, 1997]


ARTICLE 177

         Deleted. (by Act No. 3945, Nov. 28, 1987)


ARTICLE 178 (OFFICERS, SUPERVISION, ETC.)

         The provisions of Articles 59 through 61, 74 (2), 80, 81, 83, 117 and
         157 shall apply mutatis mutandis to the Depository. (Amended by Act No.
         5736, Feb. 1, 1999; Act No. 6176, Jan. 21, 2000)
         [This Article Wholly Amended by Act No. 5498, Jan. 8, 1998]


         SECTION 4 ORDER MATCHING COMPANY AND TRANSFER AGENT

ARTICLE 179 (ORDER MATCHING COMPANY)


         (1) Any person who may conduct the business of matching orders of sale
         and purchase transactions on the securities market shall be a stock
         company which obtains the license of the Financial Supervisory
         Commission. (Amended by Act No. 5254, Jan. 13, 1997; Act No. 5539, May
         25, 1998; Act No. 5736, Feb. 1, 1999; Act No. 5982, May 24, 1999)

         (2) Any person who obtained the license pursuant to paragraph (1)
         (hereinafter

<PAGE>

         referred to as an "order matching company") may conduct the business of
         purchase and sale of securities which is necessary in performing the
         function of order matching on the securities market.

         (3) Any order matching company shall be subject to inspection by the
         Stock Exchange with respect to its business and properties.

         (4) The provisions of Articles 53, 149, 151 (1), 153, 154, 155 and 158
         shall apply mutatis mutandis to an order matching company. (Amended by
         Act No. 5498, Jan. 8, 1998)


ARTICLE 180 (TRANSFER AGENT)


         (1) A person who may conduct the business of changing entry in a
         register as an agent shall be a stock company registered with the
         Financial Supervisory Commission. (Amended by Act No. 5254, Jan. 13,
         1997; Act No. 5539, May 25, 1998; Act No. 5736, Feb. 1, 1999; Act No.
         5982, May 24, 1999)

         (2) A transfer agent may conduct business of paying dividends,
         interests and redemption in connection with securities and issuing
         securities as an agent. (Amended by Act No. 3541, Mar. 29, 1982; Act
         No. 5254, Jan. 13, 1997)

         (3) The provisions of Articles 53, 70-2 (4), 70-11, 149, 151 (1), 153,
         154, 155 (2), and 158 shall apply mutatis mutandis to a transfer agent.
         (Amended by Act No. 5736, Feb. 1, 1999)


ARTICLE 181 (LICENSE AND SUPERVISION OF OTHER ORGANIZATIONS RELATING TO
SECURITIES)


         (1) Any person who intends to establish an organization which is
         composed of

<PAGE>

         investors in securities, stock-listed corporations, or other persons
         prescribed by the Presidential Decree for the purpose of assuring
         public interest, protecting investors or maintaining orderly securities
         market, shall obtain the license of the Minister of Finance and Economy
         under the conditions as prescribed by the Presidential Decree. (Amended
         by Act No. 3541, Mar. 29, 1982; Act No. 5254, Jan. 13, 1997; Act No.
         5539, May 25, 1998; Act No. 5736, Feb. 1, 1999)

         (2) The provisions of Articles 53, 151 (1) and 168 shall apply mutatis
         mutandis to organizations relating to securities which are established
         with the license pursuant to paragraph (1). (Amended by Act No. 5254,
         Jan. 13, 1997)


         CHAPTER IX CONTROL OF LISTED CORPORATIONS, ETC.

         SECTION 1 DISCLOSURE BY LISTED CORPORATIONS, ETC.

ARTICLE 182

         Deleted. (by Act No. 5254, Jan. 13, 1997)


ARTICLES 183 THROUGH 185

         Deleted. (by Act No. 3541, Mar. 29, 1982)


ARTICLE 186 (DUTY OF REPORT AND DISCLOSURE OF LISTED CORPORATION, ETC.)

<PAGE>

         (1) Where a listed corporation or an Association-registered corporation
         falls under any of the following subparagraphs, such corporation shall
         report to the Financial Supervisory Commission and the Stock Exchange
         or the Association such fact or the contents of a resolution adopted at
         the meeting of the board of directors under the conditions as
         prescribed by the Presidential Decree without delay: (Amended by Act
         No. 3541, Mar. 29, 1982; Act No. 3945, Nov. 28, 1987; Act No. 4701,
         Jan. 5, 1994; Act No. 5254, Jan. 13, 1997; Act No. 5498, Jan. 8, 1998;
         Act No. 5736, Feb. 1, 1999; Act No. 6176, Jan. 21, 2000; Act No. 6423,
         Mar. 28, 2001)

         1.Where any issued bill or check is dishonored, or when transaction
         with banks is suspended or prohibited;

         2.Where the business is suspended in part or in whole;

         3.Where a petition for the reorganization procedure of the corporation
         is filed or the reorganization thereof is virtually commenced pursuant
         to the provisions of relevant Act;

         4.Where there is a resolution of the board of directors with respect to
         changing the objective of business;

         5.Where it suffers enormous damages caused by a disaster;

         6.Where a lawsuit which may have great influence upon the listed
         securities or the securities registered with the Association is filed
         against it;

         7.Where any of the events referred to in Articles 374, 522, 527-2,
         527-3 and 530-2 of the Commercial Act occurs;

         8.Where causes for dissolution pursuant to the provisions of relevant
         Act take place;

         9.Where there is a resolution of the board of directors with respect to
         increase or

<PAGE>

         decrease of capital or the retirement of stocks;

         10.Where the operation is suspended or is unable to be continued due to
         special causes;

         11.Where a correspondent bank commences a control of the corporation
         concerned;

         12.Where there is a resolution of the board of directors, or a decision
         of the representative director or other person who is prescribed by the
         Presidential Decree with respect to the acquisition and disposal of the
         treasury stocks; and

         13.Where the fact, which is prescribed by the Presidential Decree as
         the matters having serious effects on the management and properties,
         etc. of corporation other than subparagraphs 1 through 12, occurs.

         (2) The Stock Exchange or the Association may, if it is necessary for
         the fair transaction of securities and the protection of investors,
         request a listed corporation or an Association-registered corporation
         to confirm as to whether a rumor and news concerning such listed
         corporation or such Association-registered corporation is true or not;
         and the Stock Exchange or the Association may, if the price or the
         trading volume of securities issued by the listed corporation or the
         Association-registered corporation is changed remarkably, request such
         corporation to disclose as to whether there is important information as
         prescribed in Article 188-2. In this case, the corresponding
         corporation shall comply with it without delay, except in case where it
         is difficult to make such disclosure due to other Acts and subordinate
         statutes, natural disaster and/or other reasons similar thereto.
         (Amended by Act No. 4469, Dec. 31, 1991; Act No. 6176, Jan. 21, 2000)

         (3) If a listed corporation or an Association-registered corporation
         fails to discharge faithfully the duty of report pursuant to paragraph
         (1) or to comply with a request for confirmation or disclosure pursuant
         to paragraph (2), the Stock Exchange or the Association shall notify it
         to the Financial Supervisory Commission so as to take a measure as
         prescribed in the provisions of Article 193. (Newly

<PAGE>

         Inserted by Act No. 3945, Nov. 28, 1987; Act No. 4469, Dec. 31, 1991;
         Act No. 5498, Jan. 8, 1998; Act No. 6176, Jan. 21, 2000)

         (4) The provisions of Articles 8 (2) and 14 through 16 shall apply
         mutatis mutandis to the case of the report pursuant to the provisions
         of paragraph (1). (Newly Inserted by Act No. 5254, Jan. 13, 1997; Act
         No. 5736, Feb. 1, 1999)

         (5) Where the Financial Supervisory Commission, the Stock Exchange or
         the Association deems it necessary to promptly inform an investor of
         the contents of the matters listed in paragraph (1) 1, 3, 6, 8 and 11
         and matters requested to be confirmed or disclosed under paragraph (2)
         as they threaten to have important effect on the investors' judgement
         to invest, it may request any administrative agency or other related
         agencies to provide or exchange necessary information pursuant to the
         Presidential Decree. In this case, the agency which has received such
         request shall cooperate with it unless there exists any special cause.
         (Newly Inserted by Act No. 5736, Feb. 1, 1999; Act No. 6176, Jan. 21,
         2000)


ARTICLE 186-2 (SUBMISSION OF ANNUAL BUSINESS REPORT, ETC.)


         (1) A stock-listed corporation, Association-registered corporation
         and/or corporations as prescribed by the Presidential Decree shall
         submit an annual business report to the Financial Supervisory
         Commission and, the Stock Exchange or the Association, as the case may
         be, within 90 days after the lapse of each business year: Provided,
         That the same shall not apply to the case as determined by the
         Presidential Decree. (Amended by Act No. 5498, Jan. 8, 1998)

         (2) The objective, trade name, contents of business and matters
         concerning finance of a corporation and other matters as prescribed by
         the Presidential Decree shall be stated in an annual business report
         under paragraph (1). (Amended by Act No. 5539, May 25, 1998; Act No.
         6176, Jan. 21, 2000)


<PAGE>

         (3) Where a corporation is subject to submission of a business report
         under paragraph (1) for the first time, it shall promptly (by the time
         limit for submission, where a corporation is subject to submission of
         an annual business report during the period to submit the business
         report referred to in paragraph (1)) submit the annual business report
         of the immediately preceding business year to the Financial Supervisory
         Commission and the Stock Exchange or the Association: Provided, That
         this shall not apply where the corporation has already disclosed the
         matters equivalent to the annual business report of the immediately
         preceding business year through a registration statement of securities,
         etc. (Amended by Act No. 5736, Feb. 1, 1999)

         (4) The annual business report pursuant to paragraph (1) shall be
         prepared in accordance with such method and form determined by the
         Financial Supervisory Commission by type and line of business. (Amended
         by Act No. 5423, Dec. 13, 1997; Act No. 5539, May 25, 1998; Act No.
         6176, Jan. 21, 2000)

         (5) Where a corporation which has to submit an annual business report
         pursuant to paragraph (1) is a company affiliated with a conglomerate
         which has to prepare conglomerate combined financial statements
         pursuant to Article 1-3 of the Act on External Audit of Stock
         Companies, it shall submit conglomerate combined financial statements
         as prescribed by subparagraph 3 of Article 1-2 of the same Act to the
         Financial Supervisory Commission and the Stock Exchange or the
         Association within six months from the end of a business year. (Newly
         Inserted by Act No.
         5736, Feb. 1, 1999)
         [This Article Newly Inserted by Act No. 5254, Jan. 13, 1997]


ARTICLE 186-3 (SUBMISSION OF SEMIANNUAL REPORT, ETC.)

         A corporation which is under obligation to submit an annual report
         pursuant to the provisions of Article 186-2 (1), shall submit a
         business report for 6 months from the beginning of a business year
         (hereinafter referred to as a "semiannual report") and business reports
         for 3 months and 9 months from the beginning of a business

<PAGE>

         year (hereinafter referred to as "quarterly reports"), respectively, to
         the Financial Supervisory Commission and the Stock Exchange or the
         Association, as the case may be, within 45 days after the lapse of the
         period. (Amended by Act No. 5498, Jan. 8, 1998; Act No. 5736, Feb. 1,
         1999)
         [This Article Newly Inserted by Act No. 5254, Jan. 13, 1997]


ARTICLE 186-4 (SPECIAL TREATMENT CONCERNING FOREIGN CORPORATION, ETC.)

         Notwithstanding the provisions of Articles 186-2 and 186-3, different
         regulations, such as providing for different period of submission,
         etc., may apply with respect to a foreign corporation, etc. under the
         conditions as prescribed by the Presidential Decree.
         [This Article Newly Inserted by Act No. 5254, Jan. 13, 1997]


ARTICLE 186-5 (PROVISIONS APPLIED MUTATIS MUTANDIS)

         The provisions of Articles 8 (2), 11 (1) through (3), 14 through 16,
         18, 19, and 20 shall apply mutatis mutandis to the annual business
         report, semiannual business report, and quarterly business report.
         (Amended by Act No. 5736, Feb. 1, 1999; Act No. 6176, Jan. 21, 2000)
         [This Article Newly Inserted by Act No. 5254, Jan. 13, 1997]


ARTICLE 187

         Deleted. (by Act No. 5254, Jan. 13, 1997)


         SECTION 2 PROHIBITION OF UNFAIR TRADE, ETC.

ARTICLE 188 (DISGORGEMENT OF SHORT-TERM SALES MARGIN OF INSIDER, ETC.)



<PAGE>

         (1) Officers, employees or major stockholders (referring to those who
         hold stocks or contribution certificates of 10/100 or more of the total
         number of voting stocks issued or of the total amount of contributions
         for their own account regardless of the title thereof, and those who
         are prescribed by the Presidential Decree; hereinafter the same shall
         apply) of a stock-listed corporation or Association-registered
         corporation shall not sell certificates of stocks (including
         contribution certificates), convertible bonds, bonds with warrants,
         warrants and securities as prescribed by the Ordinance of the Ministry
         of Finance and Economy (hereinafter referred to as "stock certificates,
         etc.") of the corporation listed on the Stock Exchange or registered
         with the Association, unless they own the stock certificates, etc.
         (Amended by Act No. 4469, Dec. 31, 1991; Act No. 5254, Jan. 13, 1997;
         Act No. 5539, May 25, 1998; Act No. 5736, Feb. 1, 1999)

         (2) Where officers, employees or major stockholders of a stock-listed
         corporation or Association-registered corporation gain any profit by
         selling stock certificates, etc. of the corporation concerned within
         six months after purchasing them, or by purchasing such stock
         certificates within six months after selling them, the corporation
         concerned may request such officers, employees or major stockholders to
         give such profit to the corporation. In this case, necessary matters
         relating to standards for calculation of such profit and procedures for
         return, etc. shall be determined by the Presidential Decree. (Amended
         by Act No. 4469, Dec. 31, 1991; Act No. 5254, Jan. 13, 1997; Act No.
         5423, Dec. 13, 1997; Act No. 5539, May 25, 1998; Act No. 5736, Feb. 1,
         1999; Act No. 6176, Jan. 21, 2000)

         (3) Stockholders of the corporation concerned or the Securities Futures
         Commission may demand that such corporation make the request pursuant
         to the provisions of paragraph (2), and such stockholders or the
         Securities Futures Commission may, unless the corporation concerned
         makes such request within two months after the date on which such
         stockholders or the Securities Futures Commission have demanded such
         request, make such request by subrogating the corporation concerned.
         (Amended by Act No. 5254, Jan. 13, 1997; Act No. 5498, Jan. 8, 1998)


<PAGE>

         (4) When stockholders or the Securities Futures Commission instituting
         a lawsuit according to the provisions of paragraph (3) wins the
         lawsuit, the Securities Futures Commission or such stockholders may
         claim the legal cost and other actual expenses actually incurred in the
         lawsuit against the corporation concerned. (Newly Inserted by Act No.
         3541, Mar. 29, 1982; Act No. 5254, Jan. 13, 1997; Act No. 5498, Jan. 8,
         1998)

         (5) The right referred to in paragraphs (2) and (3) shall lapse, unless
         the right is exercised within two years after the date on which such
         profit is gained.

         (6) Any officer or major stockholder of a stock-listed corporation or
         Association-registered corporation shall report the situation of such
         stocks of the corporation concerned, held by him for his own account
         regardless of the title thereof to the Securities Futures Commission,
         and the Stock Exchange or the Association under the conditions as
         designated by the Presidential Decree within ten days after he becomes
         an officer or major stockholder; and if the number of stocks held by
         him is changed, he shall report such fact to the Securities Futures
         Commission and the Stock Exchange or the Association under the
         conditions as prescribed by the Presidential Decree within the 10th day
         of the month following the month in which the date on which such change
         occurs is included. (Amended by Act No. 4469, Dec. 31, 1991; Act No.
         5254, Jan. 13, 1997; Act No. 5423, Dec. 13, 1997; Act No. 5498, Jan. 8,
         1998; Act No. 5539, May 25, 1998; Act No. 5736, Feb. 1, 1999; Act No.
         6176, Jan. 21, 2000)

         (7) The Securities Futures Commission and the Stock Exchange or the
         Association shall keep the report pursuant to paragraph (6), and shall
         make it available for public inspection. (Newly Inserted by Act No.
         3541, Mar. 29, 1982; Act No. 4469, Dec. 31, 1991; Act No. 5498, Jan. 8,
         1998; Act No. 5736, Feb. 1, 1999)

         (8) The provisions of paragraph (2) shall not apply in such case as
         prescribed by the Presidential Decree taking into consideration of the
         nature of selling or purchasing which was carried out in the capacity
         of an officer, employee or major

<PAGE>

         stockholder, and in such case where a major stockholder does not hold
         such capacity at a time when he sells or purchases stocks. (Amended by
         Act No. 4469, Dec. 31, 1991)

         (9) The provisions of paragraphs (2) and (3) shall apply mutatis
         mutandis to a securities company which makes arrangements for a public
         offering of new or outstanding securities or underwrites stocks issued
         by a stock-listed corporation or Association-registered corporation
         during the period as determined by the Presidential Decree. (Amended by
         Act No. 3945, Nov. 28, 1987; Act No. 4469, Dec. 31, 1991; Act No. 5254,
         Jan. 13, 1997; Act No. 5736, Feb. 1, 1999)


ARTICLE 188-2 (PROHIBITION OF USING UNDISCLOSED INFORMATION)


         (1) Any person who is informed of material information which is
         undisclosed to the public in relation with affairs, etc. of a listed
         corporation or Association-registered corporation (including
         corporations listed or registered with the Association within six
         months) in the course of performing his duties, from among those who
         fall under any of the following subparagraphs (including those for whom
         one year has not passed after they become not to fall under any of
         subparagraphs 1 through 5 of this paragraph), and those who are
         informed of such information from him, shall not use or have another
         person use the information in connection with sale and purchase or any
         other transaction of securities issued by the corporation concerned:
         (Amended by Act No. 5254, Jan. 13, 1997; Act No. 5521, Feb. 24, 1998;
         Act No. 5736, Feb. 1, 1999)

         1.The corporation concerned and its officers, employees and agents;

         2.Major stockholders of the corporation concerned;

         3.A person who has the authority pursuant to Acts and subordinate
         statutes of license, authorization, direction, supervision or other
         authorities with respect to

<PAGE>

         the corporation concerned;

         4.A person who entered into a contract with the corporation concerned;
         and

         5.An agent, employee, and other staff personnel of a person who falls
         under any of subparagraphs 2 through 4 (in case where a person who
         falls under any of subparagraphs 2 through 4 is a corporation, the
         officers, employees and agents of such corporation).

         (2) The term "material information which is undisclosed to the public"
         in paragraph (1) means information which may have important effect on
         investors' judgment on investment and is undisclosed yet to the public
         by the corporation concerned under the conditions as prescribed by the
         Ordinance of the Ministry of Finance and Economy from among any
         information on fact, etc. falling under any subparagraph of Article 186
         (1). (Amended by Act No. 5254, Jan. 13, 1997; Act No. 5539, May 25,
         1998)

         (3) The provisions of paragraphs (1) and (2) shall apply mutatis
         mutandis to the case of performing tender offer pursuant to Article 21.
         In this case, the term "the corporation concerned" in the main sentence
         of paragraph (1) shall be considered as the term "issuer of securities
         which are subject to tender offer"; the term "material information", as
         the term "information on carrying out or stopping tender offer"; and
         the term "the corporation concerned" in each subparagraph of paragraph
         (1), as the term "tender offerer". (Amended by Act No. 5254, Jan. 13,
         1997)
         [This Article Newly Inserted by Act No. 4469, Dec. 31, 1991]


ARTICLE 188-3 (LIABILITY FOR DAMAGES AGAINST USING UNDISCLOSED INFORMATION)


         (1) Any person who violates the provisions of Article 188-2, shall be
         liable for damages which a person who has made a purchase or sale of
         securities or other transaction suffers from that transaction.


<PAGE>

         (2) The claim for damages pursuant to paragraph (1) shall be
         extinguished by prescription, unless a claimant exercises such claim
         for damages for one year after the claimant is informed of the fact
         that an act in violation of the provisions of Article 188-2 is
         committed or for three years after the offense takes place. (Amended by
         Act No. 5736, Feb. 1, 1999)
         [This Article Newly Inserted by Act No. 4469, Dec. 31, 1991]


ARTICLE 188-4 (PROHIBITION OF UNFAIR TRANSACTION SUCH AS MARKET MANIPULATION)


         (1) No person shall do any acts which fall under any of the following
         subparagraphs for the purpose of creating a misleading appearance of
         active trading or causing any person to make a false judgment with
         respect to the sale and purchase transaction of securities listed on
         the securities market or registered on the Association brokerage
         market:

         1.Selling securities after a person has conspired in advance with other
         person that other person purchases securities at the same time when the
         person sells securities and at the same price;

         2.Purchasing securities after a person has conspired in advance with
         other person that other person sells securities at the same time when
         the person purchases securities and at the same price;

         3.Making fictitious sale and purchase transaction which does not
         accompany the transfer of ownership in the securities transaction; and

         4.Entrusting or being entrusted with action as prescribed in
         subparagraphs 1 through 3 of this paragraph.

         (2) No person shall do any acts which fall under any of the following
         subparagraphs

<PAGE>

         for the purpose of inducing the sale and purchase transaction of
         securities on the securities market or Association brokerage market:

         1.To effect, to entrust or to be entrusted with, alone or in conspiracy
         with other persons, sale and purchase transactions in the securities,
         creating a false or misleading appearance of active trading or making
         the price of such securities fluctuate;

         2.Disseminating the rumor that the price of concerned securities
         fluctuates by his or other person's manipulation; and

         3.Making willfully the representation which is false or misleading with
         respect to important matters in selling or purchasing the concerned
         securities.

         (3) No person shall effect, entrust or to be entrusted with,
         independently or jointly, the sale and purchase transaction of
         securities on the securities market or Association brokerage market,
         for the purpose of pegging or stabilizing price of securities in
         violation of the conditions as prescribed by the Presidential Decree.

         (4) With respect to purchase and sale or other transaction of
         securities, no person shall commit an act which falls under any of the
         following subparagraphs:

         1.Disseminating intentionally the false quotations or untrue facts or
         other rumors or using a deceptive scheme for the purpose of gaining
         unjust benefits; and

         2.Intending to gain money or other benefits which has property value by
         inducing misunderstanding of other persons, through false
         representation of any material fact or making use of document in which
         any fact required is omitted.
         [This Article Newly Inserted by Act No. 5254, Jan. 13, 1997]


ARTICLE 188-5 (LIABILITY FOR DAMAGES AGAINST MARKET MANIPULATION)



<PAGE>

         (1) A person who violates the provisions of Article 188-4 shall be
         liable for damages which a person who has effected a sale and purchase
         transaction of securities or has entrusted such securities transaction
         at the price formed due to such violative act on the securities market
         or Association brokerage market suffers from such transaction or
         entrustment.

         (2) The claim for damages pursuant to paragraph (1) shall be
         extinguished by prescription, unless a claimant exercises such claim
         for damages for one year after the claimant is informed of the fact
         that an act in violation of the provisions of Article 188-4 is
         committed or for three years after the offense has taken place.
         (Amended by Act No. 5736, Feb. 1, 1999)
         [This Article Newly Inserted by Act No. 5254, Jan. 13, 1997]


         SECTION 3 SPECIAL TREATMENT FOR LISTED CORPORATION, ETC.

ARTICLE 189 (RETIREMENT OF STOCKS)


         (1) Any stock-listed corporation or any Association-registered
         corporation may, if the articles of incorporation of such corporation
         provide that such corporation may retire its stocks based on a
         resolution of the board of directors under Article 434 of the
         Commercial Act as dividends for its stockholders, retire its stocks
         based on a resolution of the boards of directors except as otherwise
         provided for in the provisions of other Acts.

         (2) In the event that it is intended to retire stocks under paragraph
         (1), the board of directors shall vote on matters falling under each of
         the following subparagraphs. In this case, the stocks to be retired
         shall be limited to stocks acquired after a

<PAGE>

         resolution of the board of directors:

         1.Kinds and numbers of stocks to be retired;

         2.Total value of stocks to be acquired for retirement; and

         3.Period for which it is intended to acquire stocks. In this case, such
         period shall expire prior to a regular general meeting of stockholders
         called for the first time after the resolution of the board of
         directors.

         (3) Any stock-listed corporation or any Association-registered
         corporation shall, if it acquires its stocks for the purpose of
         retiring such stocks under paragraph (1), acquire such stocks according
         to the standards falling under each of the following subparagraphs:

         1.The stocks shall be acquired according to the method of any
         subparagraph of Article 189-2 (1). In this case, where the stocks are
         acquired according to the method of subparagraph 1 of the same
         paragraph, the acquisition period therefor and method thereof shall be
         made to conform to the standards prescribed by the Presidential Decree;
         and

         2.The amount to be acquired for retiring stocks shall not exceed the
         amount prescribed by the Presidential Decree within limits of dividends
         available for stockholders at the end of the relevant business year
         under Article 462 (1) of the Commercial Act.

         (4) Any stock-listed corporation or any Association-registered
         corporation shall, if it retires its stocks under paragraph (1), report
         the matters of each subparagraph of paragraph (2) and the fact of
         retiring such stocks to a regular general meeting of stockholders
         called for the first time after a resolution of the board of directors
         with respect to the retirement of such stocks.

         (5) In the event that any stock-listed corporation or any
         Association-registered

<PAGE>

         corporation acquires stocks and retires them in violation of the limits
         as prescribed in paragraph (3) 2, directors who vote for retiring such
         stocks at a meeting of the board of directors shall be jointly and
         severally liable for compensating for the value accruing from the
         acquisition of the stocks in excess of the limits: Provided, That the
         same shall not apply to a case where such directors prove that the
         stocks are acquired and retired in excess of the limits despite their
         reasonable care.
         [This Article Newly Inserted by Act No. 6423, Mar. 28, 2001]


ARTICLE 189-2 (ACQUISITION OF TREASURY STOCKS)


         (1) Any stock-listed corporation or any Association-registered
         corporation shall acquire treasury stocks (excluding the acquisition
         under the provisions of Article 341 of the Commercial Act) in a manner
         falling under any of the following subparagraphs under its name and for
         its own account. In this case, the acquisition amount shall be within
         the limit of allowing any dividend in accordance with the provisions of
         Article 462 (1) of the Commercial Act: (Amended by Act No. 6176, Jan.
         21, 2000; Act No. 6423, Mar. 28, 2001)

         1.A manner in which the acquisition is made on the securities market or
         Association brokerage market; and

         2.A manner in which the open purchase is made in accordance with the
         provisions of Chapter IV.

         (2) Where a stock-listed corporation or an Association-registered
         corporation acquires treasury securities through money trust contract
         as determined by the Presidential Decree, an amount calculated
         according to what is prescribed by the Presidential Decree shall be
         deemed the acquisition amount as described in the provisions of the
         later part of paragraph (1). (Amended by Act No. 6176, Jan. 21, 2000)


<PAGE>

         (3) Where a stock-listed corporation or an Association-registered
         corporation acquires the treasury stocks (including the conclusion of a
         trust contract, etc.; hereafter the same in this Article shall apply)
         pursuant to paragraphs (1) and (2) or intends to dispose of the
         treasury stocks acquired pursuant to paragraphs (1) and (2) (including
         the cancellation of a trust contract, etc.; hereafter the same in this
         Article shall apply), it shall report the matters relating to the
         acquisition or disposal of treasury stocks to the Financial Supervisory
         Commission and, the Stock Exchange, or the Association according to the
         criteria as prescribed by the Presidential Decree, such as necessary
         conditions and procedure, etc. (Amended by Act No. 5254, Jan. 13, 1997;
         Act No. 5498, Jan. 8, 1998; Act No. 5521, Feb. 24, 1998; Act No. 5736,
         Feb. 1, 1999; Act No. 6423, Mar. 28, 2001)

         (4) Where a stock-listed corporation or an Association-registered
         corporation acquires the treasury stocks in excess of the limit as
         referred to in paragraph (1) due to a reduction of the limit to
         distribute the dividend, the stock-listed corporation shall dispose of
         the excessive portion within such period as determined by the
         Presidential Decree from that day. (Amended by Act No. 5254, Jan. 13,
         1997; Act No. 5539, May 25, 1998; Act No. 5736, Feb. 1, 1999; Act No.
         6423, Mar. 28, 2001)

         (5) The provisions of Articles 14 (1), 15, 16, 19 and 20 shall apply
         mutatis mutandis in the case of acquiring or disposing of the treasury
         stocks. (Newly Inserted by Act No. 5254, Jan. 13, 1997; Act No. 5736,
         Feb. 1, 1999)

         (6) The provisions of Article 341-2 (1) of the Commercial Act shall not
         apply to the case in which a stock-listed corporation or an
         Association-registered corporation acquires treasury securities
         pursuant to the provisions of paragraph (1). (Newly Inserted by Act No.
         6176, Jan. 21, 2000)
         [This Article Newly Inserted by Act No. 4701, Jan. 5, 1994]

<PAGE>

ARTICLE 189-3 (CAPITAL INCREASE BY PUBLIC OFFERING)


         (1) A stock-listed corporation or Association-registered corporation
         may issue new stocks by public offering as prescribed in the
         Presidential Decree by a resolution of the board of directors in
         accordance with the articles of association of the corporation.
         (Amended by Act No. 5736, Feb. 1, 1999)

         (2) In case where new stocks are issued by public offering pursuant to
         paragraph (1), the price of the new stocks shall not be less than the
         price calculated by the methods as prescribed by the Presidential
         Decree.
         [This Article Newly Inserted by Act No. 5254, Jan. 13, 1997]


ARTICLE 189-4 (STOCK OPTIONS)


         (1) Notwithstanding the provisions of Articles 340-2 through 340-5 of
         the Commercial Act, any stock-listed corporation or any
         Association-registered corporation shall offer newly issued stocks at
         the pre-set price to officers and employees of such corporation or its
         affiliated company as prescribed by the Presidential Decree (excluding
         any officer or employee prescribed by the Presidential Decree) who have
         contributed or are able to contribute to the establishment, management,
         overseas business, technological renovations, etc. of such corporation
         in compliance with a resolution (hereafter in this Article referred to
         as the "special resolution") adopted as prescribed by the articles of
         association in accordance with the provisions of Article 434 of the
         Commercial Act and grant such officers and employees the right to
         purchase its stocks (hereinafter referred to as the "stock option") in
         accordance with the provisions of this Article under the conditions as
         prescribed by the Presidential Decree. (Amended by Act No. 6176, Jan.
         21, 2000; Act No. 6623, Jan. 26, 2002)

         (2) Any stock-listed corporation or any Association-registered
         corporation (hereinafter referred to as the "stock option granting
         corporation") that intends to grant the stock option shall enter
         matters falling under each of the following

<PAGE>

         subparagraphs in its articles of association: (Amended by Act No. 6176,
         Jan. 21, 2000)

         1.The fact that the corporation may grant the stock option in certain
         cases;

         2.The types and total number of stocks to be issued through the
         exercise of the stock option;

         3.The qualifications of a person who is to be granted the stock option;
         and

         4.The fact that a corporation may cancel the stock option in certain
         cases.

         (3) Any stock option granting corporation may, if there is a special
         resolution containing matters falling under each of the following
         subparagraphs, grant stock option up to the limits prescribed by the
         Presidential Decree within the scope of 20/100 of the total number of
         stocks issued: Provided, That notwithstanding paragraph (1) and the
         main sentence of this paragraph, such corporation may offer such stock
         option up to the limits prescribed by the Presidential Decree within
         the scope of 10/100 of the total number of stocks issued according to a
         resolution that contains matters falling under each of the following
         subparagraphs and is adopted by the board of directors as prescribed by
         the articles of association: (Amended by Act No. 6423, Mar. 28, 2001)

         1.The names of persons who are to be granted the stock option;

         2.The method of granting the stock option;

         3.The matters concerning option prices of the stock option and
         adjustment thereof;

         4.The period for which the stock option is exercised; and

         5.The kinds and numbers of stocks to be offered by the exercise of the
         stock option to each of persons who are granted such stock option.


<PAGE>

         (4) The stock option shall have the effect on a company that grants
         such stock option for a period ranging from the date of a resolution
         under paragraph (1) or the proviso of paragraph (3) to the date on
         which the exercise of the stock option prescribed by the relevant
         corporation in the articles of association expires. In this case, any
         person who is granted the stock option shall be allowed to exercise
         such stock option only after holding office or serving for not less
         than two years from the date of a resolution under paragraph (1) or the
         proviso of paragraph (3) save the case prescribed by the Ordinance of
         the Ministry of Finance and Economy. (Amended by Act No. 6423, Mar. 28,
         2001)

         (5) The stock option shall not be transferred to other persons:
         Provided, That when a person who has been granted the stock option
         dies, a successor of the person shall be deemed to be granted such
         option. (Amended by Act No. 6176, Jan. 21, 2000)

         (6) The provisions of Articles 340-3 (3) and 350 (2), the latter part
         of Article 350 (3), Articles 351 and 516-8 (1), (3), and (4), and the
         former part of Article 516-9 of the Commercial Act shall apply mutatis
         mutandis to the case in which new stocks are issued as a result of the
         exercise of the stock option. (Amended by Act No. 6176, Jan. 21, 2000)

         (7) The Financial Supervisory Commission may give necessary
         recommendations to a stock option granting corporation under the
         conditions as determined by the Presidential Decree. (Amended by Act
         No. 5498, Jan. 8, 1998; Act No. 6176, Jan. 21, 2000)

         (8) A stock option granting corporation shall, when making a resolution
         pursuant to paragraph (1), report such fact to the Financial
         Supervisory Commission and the Stock Exchange or the Association under
         the conditions as prescribed by the Presidential Decree, and the
         Financial Supervisory Commission and the Stock Exchange or the
         Association shall keep the content of such resolution to make it
         available for public inspection during the period from the date of
         report to the end

<PAGE>

         of duration of stock option. (Amended by Act No. 5498, Jan. 8, 1998;
         Act No. 6176, Jan. 21, 2000)

         (9) Matters necessary for stock option other than those provided in
         paragraphs (1) through (8) shall be determined by the Presidential
         Decree. (Newly Inserted by Act No. 5423, Dec. 13, 1997; Act No. 6176,
         Jan. 21, 2000)

         [This Article Newly Inserted by Act No. 5254, Jan. 13, 1997]


ARTICLE 190 (MERGER WITH STOCK-LISTED CORPORATION OR ASSOCIATION-REGISTERED
CORPORATION)

         In the event that any corporation that is neither a stock-listed
         corporation nor an Association-registered corporation intends to merge
         with a stock-listed corporation or an Association-registered
         corporation, any approval therefor of a general meeting of stockholders
         under Article 522 of the Commercial Act shall not take effect unless it
         is made after two months from the date on which the relevant
         corporation has registered under Article 3. (Amended by Act No. 5254,
         Jan. 13, 1997; Act No. 5521, Feb. 24, 1998; Act No. 5736, Feb. 1, 1999;
         Act No. 6423, Mar. 28, 2001)


ARTICLE 190-2 (MERGER, ETC.)


         (1) Any stock-listed corporation or any Association-registered
         corporation shall, where it intends to merge with other corporations,
         report to the Financial Supervisory Commission and the Stock Exchange
         or the Association. In this case, the stock-listed corporation or
         Association-registered corporation shall report the matters relating to
         the merger according to standards for merger conditions such as the
         requirements and procedures as prescribed by the Presidential Decree.
         (Amended by Act No. 5736, Feb. 1, 1999; Act No. 6423, Mar. 28, 2001)

         (2) The provisions of paragraph (1) shall apply mutatis mutandis where
         a stock-

<PAGE>

         listed corporation or Association-registered corporation intends to
         split or merge by split-off, or to transfer or take over important
         business as prescribed by the Presidential Decree. (Amended by Act No.
         5736, Feb. 1, 1999)

         (3) The provisions of Articles 8 (2), 14 through 16, 19 and 20 shall
         apply mutatis mutandis in the case of report under paragraphs (1) and
         (2). (Amended by Act No. 5736, Feb. 1, 1999)
         [This Article Wholly Amended by Act No. 5254, Jan. 13, 1997]


ARTICLE 191 (APPRAISAL RIGHTS OF STOCKHOLDERS)


         (1) A stockholder (including stockholders who have non-voting rights
         pursuant to Article 370 (1) of the Commercial Act; hereafter the same
         shall apply in this Article) who opposes a resolution made at the
         meeting of the board of directors of a stock-listed corporation or an
         Association-registered corporation with regard to the matters under
         Articles 360-3, 360-9, 360-16, 374, 522, 527-2 and 530-3 of the
         Commercial Act (limited to a merger by split-off referred to in Article
         530-2 of the said Act) may demand of the corporation concerned the
         purchase of the stocks that he owns within twenty days after the date
         on which such resolution is made at the general meeting of stockholders
         (after the date on which two weeks have passed since the public notice
         or notification referred to in Articles 360-9 (2) and 527-2 (2) of the
         Commercial Act for stockholders of a company to become a complete
         subsidiary under Article 360-9 of the said Act and stockholders of a
         company to be extinguished under Article 527-2 of the said Act) by a
         written request in which class and number of stocks are stated, only in
         case where he has made written notification that he opposes the
         resolution of the corporation concerned prior to the general meeting of
         stockholders (within two weeks from the date on which a public notice
         or notification is made under Articles 360-9 (2) and 527-2 (2) of the
         Commercial Act for stockholders of a company to become a complete
         subsidiary under Article 360-9 of the same Act and stockholders of a
         company to be extinguished under Article 527-2 of the same Act).
         (Amended by Act No. 4469,

<PAGE>

         Dec. 31, 1991; Act No. 4701, Jan. 5, 1994; Act No. 5254, Jan. 13, 1997;
         Act No. 5736, Feb. 1, 1999; Act No. 6423, Mar. 28, 2001; Act No. 6623,
         Jan. 26, 2002)

         (2) A stock-listed corporation or an Association-registered corporation
         which has received a demand pursuant to paragraph (1) shall purchase
         the stocks concerned within one month after the expiration of the
         period for demand for purchase. (Amended by Act No. 5736, Feb. 1, 1999)

         (3) The purchase price under paragraph (2) shall be determined by
         consultation between the stockholder concerned and the corporation
         concerned: Provided, That the purchase price shall, where a purchase
         agreement has not been reached among them, be an amount calculated
         through the methods as determined by the Presidential Decree based on
         transaction price of the stocks concerned traded on the securities
         market or Association brokerage market prior to the date on which a
         resolution by the board of directors is made, and where the corporation
         concerned or the stockholders holding 30/100 or more of total number of
         stocks subject to such purchase object to this purchase price, the
         Financial Supervisory Commission may adjust it. In this case, an
         application for adjusting purchase price shall be made not later than
         ten days prior to the date on which such a purchase is to be finalized
         pursuant to paragraph (2). (Amended by Act No. 5498, Jan. 8, 1998; Act
         No. 5736, Feb. 1, 1999; Act No. 6423, Mar. 28, 2001)

         (4) Any stock-listed corporation or any Association-registered
         corporation shall, where it purchases stocks pursuant to paragraph (1),
         dispose of them within a period as prescribed by the Presidential
         Decree: Provided, That in the event that it is intended to retire
         stocks with dividends to be offered to stockholders, such stocks shall
         be retired in accordance with Article 189 (excluding the latter part
         other than each subparagraph of paragraph (2) of the same Article and
         paragraph (3) 1 of the same Article). In this case, in the application
         of paragraph (2) 2 of the same Article, "the total value of stocks to
         be acquired for retirement" shall be read "the total value of stocks to
         be retired," in the application of paragraph (2) 3 of the same Article,
         "the period for which it is intended to acquire stocks. In this case,
         the period" shall be read "the date on which it is intended to retire
         stocks. In this case,

<PAGE>

         the date", and in the application of paragraph (3) 2 of the same
         Article, "the amount to be acquired for retirement" shall be read "the
         total value of stocks to be retired," respectively. (Amended by Act No.
         5254, Jan. 13, 1997; Act No. 6423, Mar. 28, 2001)

         (5) Where any stock-listed corporation or any Association-registered
         corporation makes notification or public notice for the convocation of
         a general meeting of stockholders in order to resolve the matters
         prescribed in Articles 360-3, 360-16, 374, 522 and 530-3 of the
         Commercial Act (limited to merger by split-off referred to in Article
         530-2 of the said Act) or makes notification or public notice pursuant
         to Articles 360-9 (2) and 527-2 (2) of the same Act, under the
         conditions as prescribed by Article 363 of the same Act, it shall
         specify the contents and exercising methods of appraisal rights of
         stockholders pursuant to paragraph (1). In this case, the stock-listed
         corporation or Association-registered corporation shall notify
         stockholders having no voting rights pursuant to Article 370 (1) of the
         same Act or give a public notice thereof to them. (Newly Inserted by
         Act No. 3945, Nov. 28, 1987; Act No. 4701, Jan. 5, 1994; Act No. 5254,
         Jan. 13, 1997; Act No. 5736, Feb. 1, 1999; Act No. 6423, Mar. 28, 2001;
         Act No. 6623, Jan. 26, 2002)
         [This Article Wholly Amended by Act No. 3541, Mar. 29, 1982]


ARTICLE 191-2 (SPECIAL CASES FOR NONVOTING STOCKS)


         (1) In applying the limit on the number of nonvoting stocks pursuant to
         Article 370 (2) of the Commercial Act, where a stock-listed corporation
         (including a corporation which makes a public offering of new or
         outstanding stocks for the purpose of listing them initially) or an
         Association-registered corporation (including a corporation which makes
         a public offering of new or outstanding stocks for the purpose of
         trading them initially on the Association brokerage market) falls under
         any of the following subparagraphs, the nonvoting stocks issued by such
         corporation shall not be counted in the calculation of the limit:
         (Amended by Act No. 5423, Dec. 13, 1997; Act No. 5498, Jan. 1998; Act
         No. 5539, May 25, 1998; Act No.

<PAGE>

         5736, Feb. 1, 1999)

         1.In case where such corporation issues stocks in a foreign country as
         prescribed by the Ordinance of the Ministry of Finance and Economy or
         issues stocks as a result of the excercise of the rights upon
         convertible bonds, bonds with warrants or any other certificates or
         instruments related to stocks issued in a foreign country; and

         2.In case where a corporation which is deemed necessary to issue
         nonvoting stocks in the public interest by the Financial Supervisory
         Commission and satisfies the criteria as prescribed by the Presidential
         Decree from among corporations carrying on an industry important for
         the national economy, such as the national key industry, issues stocks.

         (2) The aggregate number of nonvoting stocks falling under any
         subparagraph of paragraph (1) and those pursuant to Article 370 (2) of
         the Commercial Act shall not exceed 1/2 of the total number of issued
         and outstanding stocks.

         (3) A corporation of which the total number of nonvoting stocks exceeds
         1/4 of the total number of issued and outstanding stocks may issue
         nonvoting stocks within the ratio, by means of exercising preemptive
         right, capitalization of reserve or stock dividend, etc., as determined
         by the Presidential Decree. (Amended by Act No. 5423, Dec. 13, 1997;
         Act No. 5539, May 25, 1998; Act No. 6176, Jan. 21, 2000)
         [This Article Newly Inserted by Act No. 5254, Jan. 13, 1997]


ARTICLE 191-3 (SPECIAL TREATMENT OF STOCK DIVIDEND)


         (1) Notwithstanding the proviso of Article 462-2 (1) of the Commercial
         Act, a stock-listed corporation or Association-registered corporation
         may make a dividend by newly issued stocks up to the limit of the total
         amount of dividend: Provided, That in case where the current price of
         concerned stock is less than par

<PAGE>

         value thereof, the same shall not apply. (Amended by Act No. 5736, Feb.
         1, 1999)

         (2) The method calculating the price of stock pursuant to the proviso
         of paragraph (1) shall be prescribed by the Presidential Decree.
         [This Article Newly Inserted by Act No. 5254, Jan. 13, 1997]


ARTICLE 191-4 (ISSUANCE OF NEW TYPE CORPORATE BONDS)


         (1) A stock-listed corporation or Association-registered corporation
         may issue new type of bonds which are different from those under
         Articles 513 (1) and 516-2 (1) of the Commercial Act, such as bonds
         entitled to participate in dividend, bonds with rights to demand an
         exchange with stocks or other securities, or other bonds as prescribed
         by the Presidential Decree. (Amended by Act No. 5736, Feb. 1, 1999)

         (2) Necessary matters such as contents and issuance method of bonds
         issued pursuant to the provisions of paragraph (1) shall be prescribed
         by the Presidential Decree.
         [This Article Newly Inserted by Act No. 5254, Jan. 13, 1997]


ARTICLE 191-5 (SPECIAL TREATMENT OF ISSUANCE OF BONDS)

         The amount corresponding to the portion with respect to which the
         conversion to stocks or the exercise of preemptive right is possible,
         of convertible bonds or bonds with warrants which are issued by a
         stock-listed corporation or Association-registered corporation, shall
         not be subject to the limits of the issuance of bonds pursuant to the
         provisions of Article 470 of the Commercial Act. (Amended by Act No.
         5736, Feb. 1, 1999)
         [This Article Newly Inserted by Act No. 5254, Jan. 13, 1997]



<PAGE>

ARTICLE 191-6 (SPECIAL TREATMENT OF DIVIDEND BY PUBLIC CORPORATION)


         (1) In paying dividend of profits or interests, a public corporation
         (this refers to a public corporation pursuant to the provisions of
         Article 199 (2)) may, notwithstanding the provisions of Article 464 of
         the Commercial Act, pay all or part of dividend to which the Government
         is entitled to persons who fall under any of the following
         subparagraphs from among stockholders of the concerned corporation
         under the conditions as prescribed by the Presidential Decree:

         1.Employees who are members of an employee stock ownership association
         of the corporation which issued the stocks concerned; and

         2.Any person as prescribed by the Presidential Decree, taking into
         consideration a level of yearly income and amount of property owned.

         (2) In capitalizing all or a part of reserve, a public corporation may,
         notwithstanding the provisions of Article 461 (2) of the Commercial
         Act, issue stocks to which the Government is entitled in whole or in
         part, to stockholders who hold stocks issued by the public corporation
         for a period as prescribed by the Presidential Decree.
         [This Article Newly Inserted by Act No. 5254, Jan. 13, 1997]


ARTICLE 191-7 (PREFERENTIAL ALLOCATION TO MEMBER OF EMPLOYEE STOCK OWNERSHIP
ASSOCIATION)


         (1) In case where a stock-listed corporation or a corporation which
         intends to list stocks publicly offers or sells its stocks, member of
         employee stock ownership association of such corporation shall have the
         right to be allocated preferentially with stocks within the limit of
         20/100 of the total number of stocks to be offered or sold: Provided,
         That in case where it falls under any of the following subparagraphs,
         this shall not apply: (Amended by Act No. 5559, Sep. 16, 1998)


<PAGE>

         1.A case where a corporation as prescribed by the Presidential Decree
         from among foreign-invested enterprises pursuant to the Foreign
         Investment Promotion Act issues stocks; and

         2.Other case prescribed by the Presidential Decree as the case where
         preferential allocation to member of employee stock ownership
         association is difficult.

         (2) In case where the number of stocks owned by members of employee
         stock ownership association is more than 20/100 of the total number of
         stocks issued newly and stocks to have been issued already, paragraph
         (1) shall not apply.

         (3) The Minister of Finance and Economy may determine the criteria
         necessary for the stock dividend for member of employee stock ownership
         association pursuant to paragraph (1) and for the disposal of such
         stocks. (Amended by Act No. 5539, May 25, 1998)
         [This Article Newly Inserted by Act No. 5254, Jan. 13, 1997]


ARTICLE 191-8 (PAYMENT OF DEPOSIT WITH LISTED SECURITIES, ETC.)


         (1) Deposit or deposit money as prescribed by the Presidential Decree
         from among those which are to be paid to the State, a local government
         or a government-invested institution pursuant to the Framework Act on
         the Management of Government-Invested Institutions (hereinafter
         referred to as a "government-invested institution") may be paid with
         listed securities (including securities registered in the Association
         pursuant to Article 172-2; hereafter the same shall apply in this
         Article). (Amended by Act No. 5736, Feb. 1, 1999)

         (2) The State, a local government or a government-invested institution
         may not refuse the payment with listed securities pursuant to paragraph
         (1).


<PAGE>

         (3) The listed securities which are eligible for a payment to the
         State, local government or government-invested institution pursuant to
         paragraph (1) and the valuation standard of such securities, shall be
         prescribed by the Presidential Decree.
         [This Article Newly Inserted by Act No. 5254, Jan. 13, 1997]


ARTICLE 191-9

         Deleted. (by Act No. 6176, Jan. 21, 2000)


ARTICLE 191-10 (PUBLIC NOTICE ON CONVOCATION OF GENERAL MEETING)


         (1) In case where a stock-listed corporation or Association-registered
         corporation convenes a general meeting of stockholders, with respect to
         stockholders who hold stocks not more than the number as prescribed by
         the Presidential Decree, the notice of convocation pursuant to Article
         363 (1) of the Commercial Act may be substituted by determining the
         date of a general meeting of stockholders under the conditions as
         prescribed by the articles of association of the corporation and giving
         twice or more public notices to the effect that the such corporation
         convenes the general meeting of stockholders and the subject matters of
         that meeting on two or more daily newspapers not later than two weeks
         before the date of the general meeting of stockholders. (Amended by Act
         No. 5736, Feb. 1, 1999)

         (2) In the event that any stock-listed corporation or any
         Association-registered corporation serves a convocation notice to each
         of the stockholders under Article 363 (1) of the Commercial Act or
         makes the public notice thereof under paragraph (1) for the purpose of
         holding a general meeting of stockholders to select and appoint
         directors, such stock-listed corporation or such Association-registered
         corporation shall notify each of the stockholders of names and brief
         personal records of candidates for such directors, persons who
         recommend such candidates and other matters concerning such candidates
         prescribed by the Presidential Decree or publish them. (Amended by Act
         No. 6423, Mar. 28, 2001)


<PAGE>

         (3) In the event that any stock-listed corporation or any
         Association-registered corporation serves the convocation notice of a
         general meeting of stockholders on each of the stockholders or makes a
         public notice thereof, such stock-listed corporation or such
         Association-registered corporation shall notify each of the
         stockholders of matters falling under each of the following
         subparagraphs or publish such matters: Provided, That the stock-listed
         corporation or the Association-registered corporation may run such
         matters on the information communications network and offer such
         matters for public perusal in places prescribed by the Ordinance of the
         Ministry of Finance and Economy in lieu of the notice and publication:
         (Newly Inserted by Act No. 6423, Mar. 28, 2001)

         1.Matters concerning the attendance rates of outside directors and
         other non-standing directors at meetings of board of directors, details
         of their activities such as pros and cons over the agendas of meetings
         of the board of directors and their remunerations;

         2.Matters prescribed by the Presidential Decree from among details of
         transactions with the biggest stockholder, etc. under Article 191-19;
         and

         3.Management reference matters prescribed by the Presidential Decree
         such as the outline of the business, current operations.
         [This Article Newly Inserted by Act No. 5254, Jan. 13, 1997]


ARTICLE 191-11 (APPOINTMENT AND DISMISSAL OF AUDITOR)


         (1) In case where the total number of voting stocks of a stock-listed
         corporation or Association-registered corporation owned by the biggest
         stockholder and his specially related persons and/or other persons as
         prescribed by the Presidential Decree exceeds 3/100 of the total number
         of issued voting stocks of such corporation (in case where the articles
         of association of the corporation designates

<PAGE>

         a ratio lower than 3/100, such ratio shall apply), such stockholders
         shall not exercise the voting rights of stocks exceeding the ratio in
         case of the appointment or dismissal of an auditor or a member of the
         inspection committee (limited to any member who is not an outside
         director). (Amended by Act No. 5736, Feb. 1, 1999; Act No. 6176, Jan.
         21, 2000)

         (2) A stock-listed corporation or Association-registered corporation
         shall, in case where it proposes the appointment of an auditor or the
         determination of remuneration for auditor as the subject matter of the
         general meeting of stockholders, propose and resolve that subject
         matter separately from the appointment of director or for the
         determination of remuneration for director. (Amended by Act No. 5736,
         Feb. 1, 1999)

         (3) The auditor or inspection committee of a stock-listed corporation
         or Association-registered corporation may, notwithstanding Article
         447-4 (1) of the Commercial Act, submit an auditing report to directors
         not later than one week before the date of the general meeting of
         stockholders. (Amended by Act No. 5736, Feb. 1, 1999; Act No. 6176,
         Jan. 21, 2000)
         [This Article Newly Inserted by Act No. 5254, Jan. 13, 1997]


ARTICLE 191-12 (QUALIFICATIONS FOR AUDITOR)


         (1) A stock-listed corporation or Association-registered corporation as
         prescribed by the Presidential Decree, shall appoint one or more
         standing auditors: Provided, That the same shall not apply to the case
         in which the inspection committee is established in accordance with
         this Act or other Acts. (Amended by Act No. 5736, Feb. 1, 1999; Act No.
         6176, Jan. 21, 2000)

         (2) Deleted. (by Act No. 5736, Feb. 1, 1999)

         (3) A person who falls under any of the following subparagraphs shall
         not be a

<PAGE>

         standing auditor of a stock-listed corporation or
         Association-registered corporation, and any auditor of a stock-listed
         corporation who falls under any of the following subparagraphs shall
         lose his office: (Amended by Act No. 5736, Feb. 1, 1999)

         1.A minor, an incompetent, or a quasi-incompetent;

         2.A bankrupt who has not been reinstated yet;

         3.A person who has been sentenced to imprisonment without prison labor
         or a heavier punishment and for whom two years has not elapsed since
         the execution of such punishment was terminated or since the final
         judgment was rendered that the punishment on him would not be executed;

         4.A person who was discharged or dismissed from a stock-listed
         corporation or Association-registered corporation under this Act and
         for whom two years has not elapsed since the date of such discharge or
         dismissal;

         5.A major stockholder of the corporation concerned;

         6.A full-time officer or employee of the corporation concerned or a
         person who has been a full-time officer or employee thereof in the last
         two years; and

         7.A person who is capable of having influence on the management of the
         corporation concerned other than those under subparagraphs 5 and 6 and
         who is prescribed by the Presidential Decree.
         [This Article Newly Inserted by Act No. 5254, Jan. 13, 1997]


ARTICLE 191-13 (EXERCISE OF MINORITY STOCKHOLDERS' RIGHTS)


         (1) Any person who has been holding 1/10,000 or more of the total
         number of outstanding stocks issued by a stock-listed corporation or an
         Association-

<PAGE>

         registered corporation for six months under the conditions as
         prescribed by the Presidential Decree may exercise his right as a
         stockholder prescribed in Article 403 of the Commercial Act (including
         where it is applicable mutatis mutandis under Articles 324, 415, 424-2,
         467-2, and 542 of the Commercial Act). (Amended by Act No. 5539, May
         25, 1998; Act No. 5736, Feb. 1, 1999)

         (2) Any person who has been holding 50/100,000 or more (in case of a
         corporation prescribed by the Presidential Decree, 25/100,000 or more)
         of the total number of outstanding stocks issued by a stock-listed
         corporation or an Association-registered corporation for 6 months under
         the conditions as prescribed by the Presidential Decree may exercise
         his right as a stockholder prescribed in Article 402 of the Commercial
         Act. (Amended by Act No. 6423, Mar.
         28, 2001)

         (3) Any person who has been holding 10/10,000 or more (in case of a
         corporation prescribed by the Presidential Decree, 5/10,000 or more) of
         the total number of outstanding stocks issued by a stock-listed
         corporation or an Association-registered corporation for 6 months under
         the conditions as prescribed by the Presidential Decree may exercise
         his right as a stockholder under Article 466 of the Commercial Act.
         (Amended by Act No. 5736, Feb. 1, 1999; Act No.
         6423, Mar. 28, 2001)

         (4) Any person who has been holding stocks 50/10,000 or more (in case
         of a corporation prescribed by the Presidential Decree, 25/10,000 or
         more) of the total number of outstanding stocks issued by a
         stock-listed corporation or an Association-registered corporation for 6
         months under the conditions as prescribed by the Presidential Decree
         may exercise his right as a stockholder under Articles 385 (including a
         case where it is applicable mutatis mutandis in Article 415 of the
         Commercial Act) and 539 of the Commercial Act. (Newly Inserted by Act
         No. 6423, Mar. 28, 2001)

         (5) Any person who has been holding 30/1000 or more (in case of a
         corporation as prescribed by the Presidential Decree, 15/1000 or more)
         of the total number of outstanding stocks issued by a stock-listed
         corporation or an Association-

<PAGE>

         registered corporation for six months under the conditions as
         prescribed by the Presidential Decree may exercise his right as a
         stockholder prescribed in Articles 366 and 467 of the Commercial Act.
         In this case, when a person exercises his right as a stockholder
         prescribed in Article 366 of the Commercial Act, the number of stocks
         shall be calculated based on voting stocks. (Amended by Act No. 5736,
         Feb. 1, 1999)

         (6) When a stockholder pursuant to paragraph (1) of this Article
         institutes a lawsuit as prescribed in Article 403 of the Commercial Act
         (including where it is applicable mutatis mutandis under Articles 324,
         415, 424-2, 467-2 and 542 of the Commercial Act) and wins such lawsuit,
         the stockholder may request the company concerned to pay the cost of
         the lawsuit and other costs resulting from such lawsuit.
         [This Article Wholly Amended by Act No. 5521, Feb. 24, 1998]


ARTICLE 191-14 (STOCKHOLDER'S PROPOSAL)


         (1) A person who has been holding 10/1000 or more (in case of a
         corporation as prescribed by the Presidential Decree, 5/1000 or more)
         of the total number of issued and outstanding stocks of a stock-listed
         corporation or Association-registered corporation for six months under
         the Presidential Decree, may propose to the directors that such
         directors make certain matters as the subject matters of the general
         meeting of stockholders under the conditions as prescribed by the
         Presidential Decree (hereinafter referred to as a "stockholder's
         proposal"). (Amended by Act No. 5736, Feb. 1, 1999)

         (2) Any person who makes a stockholder's proposal pursuant to the
         provisions of paragraph (1) may ask directors to enter the summary of
         his proposal in a publication and a notice thereof in accordance with
         the provisions of Article 363 of the Commercial Act in addition to
         matters to be put on the agenda of a general meeting of stockholders on
         the conditions as prescribed by the Presidential Decree. (Newly
         Inserted by Act No. 6176, Jan. 21, 2000)


<PAGE>

         (3) The board of directors shall submit stockholder's proposal before
         the general meeting of stockholders as the subject matters thereof,
         except in the case where the contents of the stockholder's proposal
         violate Acts and subordinate statutes or the articles of association or
         in the case as prescribed by the Presidential Decree, and in case where
         there is a demand of a person who makes stockholder's proposal, the
         board of directors shall give him an opportunity to explain the
         concerned proposal in the general meeting of stockholders.
         [This Article Newly Inserted by Act No. 5254, Jan. 13, 1997]


ARTICLE 191-15 (SPECIAL CASES FOR ISSUANCE BELOW PAR VALUE)


         (1) Notwithstanding the provisions of Article 417 of the Commercial
         Act, any stock-listed corporation or any Association-registered
         corporation may issue stocks below par value subject to a resolution of
         the general meeting of stockholders under Article 434 of the Commercial
         Act without authorization of a court: Provided, That this shall not
         apply where the corporation concerned fails to complete a redemption
         under Article 455 (2) of the Commercial Act. (Amended by Act No. 6423,
         Mar. 28, 2001)

         (2) The minimum issue value for stocks shall be determined by a
         resolution of the general meeting of stockholders under paragraph (1).
         In this case, the minimum issue value shall not be lower than price
         calculated according to the methods as determined by the Presidential
         Decree.

         (3) Except as otherwise determined by the general meeting of
         stockholders, stocks under paragraph (1) shall be issued within one
         month from the date on which a resolution of the general meeting of
         stockholders is made.
         [This Article Newly Inserted by Act No. 5736, Feb. 1, 1999]



<PAGE>

ARTICLE 191-16 (APPOINTMENTS OF OUTSIDE DIRECTORS)


         (1) Any stock-listed corporation or any Association-registered
         corporation prescribed by the Presidential Decree shall make the number
         of outside directors not less than one fourth of total number of its
         directors: Provided, That any stock-listed corporation or any
         Association-registered corporation prescribed by the Presidential
         Decree shall have not less than three outside directors, but make the
         number of such outside directors not less than half of total number of
         its directors. (Amended by Act No. 6423, Mar. 28, 2001)

         (2) The provisions of paragraph (1) shall not apply to any stock-listed
         corporation or any Association-registered corporation that is a mutual
         fund incorporated pursuant to the Mutual Fund Act and any other
         stock-listed corporation or any other Association-registered
         corporation prescribed by the Presidential Decree. (Amended by Act No.
         6423, Mar. 28, 2001)

         (3) The provisions of Article 54-5 (4) and (5) shall apply mutatis
         mutandis to any outside director of a stock-listed corporation or an
         Association-registered corporation referred to in paragraph (1) and the
         provisions of Article 54-5 (2) and (3) shall apply mutatis mutandis to
         the stock-listed corporation or the Association-registered corporation
         referred to in the proviso of paragraph (1). (Amended by Act No. 6423,
         Mar. 28, 2001)

         (4) Any non-standing or outside director appointed under the Act on the
         Improvement of Managerial Structure and Privatization of Public
         Enterprises, the Banking Act and other Acts shall be deemed an outside
         director appointed under this Act.

         (5) Any director of a stock-listed corporation or an
         Association-registered corporation may seek assistance from experts at
         the expense of his company according to a resolution of the board of
         directors. (Newly Inserted by Act No. 6423, Mar. 28, 2001)


<PAGE>

         (6) Where any stock-listed corporation or any Association-registered
         corporation appoints any outside director or dismisses him or any
         outside director resigns prior to the expiration of his term of office,
         such stock-listed corporation or such Association-registered
         corporation shall file a report thereof with the Financial Supervisory
         Commission and the Stock Exchange or the Association by the day
         following the day on which such appointment, dismissal or resignation
         occurs. (Amended by Act No. 6423, Mar. 28, 2001)
         [This Article Newly Inserted by Act No. 6176, Jan. 21, 2000]


ARTICLE 191-17 (INSPECTION COMMITTEE)


         (1) Any stock-listed corporation or any Association-registered
         corporation prescribed by the Presidential Decree shall establish an
         inspection committee. (Amended by Act No. 6423, Mar. 28, 2001)

         (2) The provisions of Article 54-6 (2) through (6) shall apply mutatis
         mutandis to the composition of the inspection committee referred to in
         paragraph (1). (Amended by Act No. 6423, Mar. 28, 2001) [This Article
         Newly Inserted by Act No. 6176, Jan. 21, 2000]


ARTICLE 191-18 (SPECIAL CASES FOR CUMULATIVE VOTE)


         (1) In the event that a general meeting of stockholders is called for
         the purpose of selecting and appointing not less than two directors,
         notwithstanding Article 382-2 (1) of the Commercial Act, any
         stockholder holding stocks equivalent to not less than 1/100 of the
         total number of stocks issued, with the exception of non-voting stocks
         of any stock-listed corporation or any Association-registered
         corporation under the proviso of Article 191-16 (1), may apply to the
         relevant corporation for

<PAGE>

         selecting and appointing such directors in a cumulative vote manner,
         except as otherwise provided for in the articles of association.

         (2) In the event that any stock-listed corporation or any
         Association-registered corporation referred to in paragraph (1) intends
         to preclude the cumulative vote in the articles of association or to
         change the articles of association for such preclusion, any stockholder
         holding stocks in excess of 3/100 (if the percentage is set lower than
         it by the articles of association, such percentage shall be applied) of
         the total number of stocks issued, with the exception of non-voting
         stocks, shall be prohibited from exercising his voting right on the
         stocks held in excess.

         (3) In the event that any stock-listed corporation or any
         Association-registered corporation referred to in paragraph (1) intends
         to put on the agenda of a general meeting of stockholders the question
         of whether to change the articles of association for precluding the
         cumulative vote referred to in paragraph (2), such stock-listed
         corporation or such Association-registered corporation shall put such
         question on the agenda separately from other agenda relating to a
         change in the articles of association for other matters and resolve on
         changing the articles of association.
         [This Article Newly Inserted by Act No. 6423, Mar. 28, 2001]


ARTICLE 191-19 (TRANSACTIONS WITH BIGGEST STOCKHOLDER, ETC. OF MAJOR
STOCK-LISTED CORPORATION AND MAJOR ASSOCIATION-REGISTERED CORPORATION)


         (1) In the event that any corporation prescribed by the Presidential
         Decree from among stock-listed corporations and Association-registered
         corporations intends to execute transactions falling under any of the
         following subparagraphs with the biggest stockholder (including any
         person specially related to him) of such corporation and any specially
         related person, such corporation shall obtain approval therefor from
         the board of directors and report matters prescribed by the
         Presidential Decree in connection with such transactions to a regular
         general

<PAGE>

         meeting of stockholders called for the first time after the board of
         directors resolves on such approval:

         1.The scale of the single transaction runs in excess of the scale
         prescribed by the Presidential Decree in terms of the total amount of
         assets or the total amount of sales; and

         2.The total amount of the transactions executed with a specified person
         during the current business year runs in excess of the scale prescribed
         by the Presidential Decree.

         (2) Notwithstanding the provisions of paragraph (1), any transactions
         falling under any of the following subparagraphs, including the normal
         transactions executed according to the business line of the relevant
         corporation, may be carried out without obtaining approval therefor
         from the board of directors and details of the transaction falling
         under subparagraph 2 shall not be required to be reported to a general
         meeting of stockholders:

         1.In the event that the relevant corporation is a financial
         institution, the transaction that is ordinarily executed according to
         the contractual terms and conditions under Article 11-2 (4) of the
         Monopoly Regulation and Fair Trade Act and in conformity with the
         standards prescribed by the Presidential Decree; and

         2.The transaction that is executed within the total amount approved by
         the board of directors.
         [This Article Newly Inserted by Act No. 6423, Mar. 28, 2001]


ARTICLE 192 (STANDARDS FOR FINANCIAL MANAGEMENT OF STOCK-LISTED CORPORATION,
ETC.)


         (1) The Financial Supervisory Commission may, for the protection of
         investors and the establishment of a fair transaction order, prescribe
         the standards for financial

<PAGE>

         management of any stock-listed corporation or any
         Association-registered corporation and may give necessary
         recommendation, with respect to the matters falling under any of the
         following subparagraphs on the conditions as prescribed by the
         Presidential Decree: (Amended by Act No. 5254, Jan. 13, 1997; Act No.
         5498, Jan. 8, 1998; Act No. 6176, Jan. 21, 2000)

         1.Matters relating to requirements for paid-in capital increase;

         2.Matters relating to reserves for improvement of financial structure;

         3.Matters relating to dividend;

         4.Matters relating to the issue of oversea securities prescribed by the
         Presidential Decree; and

         5.Other matters that are corresponding to subparagraphs 1 through 4 and
         prescribed by the Presidential Decree.

         (2) Any stock-listed corporation or any Association-registered
         corporation shall act in accordance with the standards for financial
         management referred to in paragraph (1). (Amended by Act No. 5254, Jan.
         13, 1997; Act No. 6423, Mar. 28, 2001)


ARTICLE 192-2

         Deleted. (by Act No. 5591, Dec. 28, 1998)


ARTICLE 192-3 (SPECIAL CASES ON DIVIDENDS)


         (1) A stock-listed corporation or Association-registered corporation
         which sets the term for the settlement of accounts as once per year may
         pay profit dividends in cash (hereinafter referred to as "interim
         dividends") through a resolution of the

<PAGE>

         board of directors to the stockholders as of the date only once during
         a business year by fixing a given date under the conditions as
         determined by the articles of association. (Amended by Act No. 5591,
         Dec. 28, 1998)

         (2) A resolution of the board of directors described in paragraph (1)
         shall be made not later than 45 days after a given date referred to in
         paragraph (1).

         (3) The interim dividends referred to in paragraph (1) shall be paid
         not later than one month after the date on which a resolution of the
         board of directors has been made: Provided, That this shall not apply
         in case where the articles of association otherwise provide the time of
         paying interim dividends.

         (4) The interim dividends shall be within the limit of the amount
         obtained by deducting the following from the amount of net property in
         a balance sheet in the immediately preceding term for the settlement of
         accounts:

         1.The amount of capital in the immediately preceding term for the
         settlement of accounts;

         2.The total amount of capital surplus reserve and earned surplus
         reserve accumulated until the immediately preceding term for the
         settlement of accounts;

         3.The amount determined to pay profits at a regular general meeting of
         stockholders in the immediately preceding term for the settlement of
         accounts; and

         4.The earned surplus reserve to be accumulated in the term for the
         settlement of accounts pursuant to interim dividends.

         (5) Where the net amount of property in a balance sheet in the term for
         the settlement of accounts is likely to fall short of the total amount
         listed in subparagraphs of Article 462 (1) of the Commercial Act, no
         interim dividends shall be paid.


<PAGE>

         (6) Where the net amount of property in a balance sheet in the term for
         settlement of accounts falls short of the total amount listed in
         subparagraphs of Article 462 (1) of the Commercial Act, any directors
         who voted for a resolution of interim dividends made by the board of
         directors shall be liable to compensate for the difference (where the
         interim dividends are smaller than the difference, the interim
         dividends) jointly and severally against the corporation: Provided,
         That this shall not apply in case where the director concerned has
         proved that he could not know that there was a concern listed in
         paragraph (5) even though he had paid considerable attention to it.

         (7) In applying the provisions of Articles 340 (1), 344 (1), 350 (3)
         (including where the provisions of Article 350 (3) are applicable
         mutatis mutandis under Articles 423 (1), 516 (2) and 516-9 of the
         Commercial Act; hereafter in this paragraph the same shall apply), 354
         (1), 370 (1), 457 (2), 458, and 464 and subparagraph 3 of Article 625
         of the Commercial Act, interim dividends shall be deemed profit
         dividends referred to in Article 462 (1) of the Commercial Act, in
         applying the provisions of Article 350 (3) of the Commercial Act, a
         given date listed in paragraph (1) shall be deemed the end of a
         business year, and in applying the provisions of Article 635 (1) 22-2
         of the Commercial Act, the period listed in paragraph (3) shall be the
         period listed in Article 464-2 (1) of the Commercial Act.

         (8) The provisions of Articles 399 (3) and 400 of the Commercial Act
         shall apply mutatis mutandis where directors bear joint and several
         liability pursuant to paragraph (6) and the provisions of Article 462
         (2) and (3) of the Commercial Act shall apply mutatis mutandis where
         interim dividends are paid in violation of paragraph (4).
         [This Article Newly Inserted by Act No. 5423, Dec. 13, 1997]


ARTICLE 193 (MEASURES AGAINST LISTED CORPORATION, ETC.)

         If any listed corporation or Association-registered corporation
         violates this Act, orders and regulations pursuant to this Act or
         orders of the Financial Supervisory

<PAGE>

         Commission, the Financial Supervisory Commission may recommend the
         general meeting of stockholders of such corporation to discharge
         officers concerned, or may set restrictions on issuance of securities
         for a fixed period of time or take such measures as prescribed by the
         Presidential Decree. (Amended by Act No. 5254, Jan. 13, 1997; Act No.
         5498, Jan. 8, 1998) [This Article Wholly Amended by Act No. 3541, Mar.
         29, 1982]


         CHAPTER X SUPPLEMENTARY PROVISIONS

ARTICLE 194 (OVER-THE-COUNTER TRANSACTIONS)


         (1) Sale and purchase transactions of securities outside the securities
         market and Association brokerage market, method of their settlement and
         other necessary matters shall be determined by the Presidential Decree.
         (Amended by Act No. 5254, Jan. 13, 1997; Act No. 5423, Dec. 13, 1997;
         Act No. 5539, May 25, 1998; Act No. 6176, Jan. 21, 2000)

         (2) Deleted. (by Act No. 3945, Nov. 28, 1987)


ARTICLE 194-2 (REPORT, ETC. BY DIGITALLY RECORDED DOCUMENT)

         In case where a registration statement, a report, or other documents or
         data, etc. are to be filed with the Financial Supervisory Commission
         and the Securities Futures Commission, the Stock Exchange or the
         Association pursuant to this Act, such submission may be executed by
         digitally recorded document under the conditions as prescribed by the
         Presidential Decree.
         (Amended by Act No. 5498, Jan. 8, 1998)
         [This Article Newly Inserted by Act No. 5254, Jan. 13, 1997]



<PAGE>

ARTICLE 194-3 (AUDIT CERTIFICATION BY EXTERNAL AUDITOR)


         (1) A person as prescribed by the Presidential Decree from among
         persons who files documents concerning finance with the Financial
         Supervisory Commission, the Stock Exchange or the Association pursuant
         to this Act, shall be audited with regard to financial accounting in
         accordance with the Act on External Audit of Stock Companies: Provided,
         That in case where the Presidential Decree prescribes, the same shall
         not apply. (Amended by Act No. 5498, Jan. 8, 1998)

         (2) The Financial Supervisory Commission may, if deemed necessary in
         the public interest or for the protection of investors, request an
         external auditor pursuant to the Act on External Audit of Stock
         Companies who audited with regard to financial accounting pursuant to
         paragraph (1) (hereinafter referred to as an "external auditor") or a
         corporation which is audited, to submit data and to report, and may
         take other necessary measures to such external auditor and corporation.
         (Amended by Act No. 5498, Jan. 8, 1998)

         (3) In case where a foreign corporation, etc. has been audited with
         respect to financial accounting to the foreign securities Acts and
         subordinate statutes, and when the audit meets the standards as
         prescribed by the Presidential Decree, it shall be considered that the
         foreign corporation, etc. has been audited pursuant to paragraph (1).
         [This Article Newly Inserted by Act No. 5254, Jan. 13, 1997]


ARTICLES 195 AND 196

         Deleted. (by Act No. 3541, Mar. 29, 1982)


ARTICLE 197 (COMPENSATION LIABILITIES OF AUDITORS)

<PAGE>

         (1) The provisions of Article 17 (2) through (7) of the Act on External
         Audit of Stock Companies shall apply mutatis mutandis to the
         compensation liabilities of auditors to bona fide investors. (Amended
         by Act No. 3541, Mar. 29, 1982; Act No. 5423, Dec. 13, 1997)

         (2) The provisions of Article 15 shall apply mutatis mutandis to the
         calculation of the amount compensated pursuant to paragraph (1).
         (Amended by Act No. 3541, Mar. 29, 1982)

         (3) Deleted. (by Act No. 5423, Dec. 13, 1997)


ARTICLE 198

         Deleted. (by Act No. 3541, Mar. 29, 1982)


ARTICLE 199 (RESTRICTION ON SOLICITATION FOR EXERCISE OF VOTING RIGHTS AS PROXY)


         (1) No one shall make solicitation for exercise of voting rights either
         by himself or by other persons as proxy with respect to listed stocks
         or stocks registered in the Association, in violation of the provisions
         of the Presidential Decree. (Amended by Act No. 5736, Feb. 1, 1999)

         (2) In case of a listed corporation or registered corporation which is
         prescribed by the Presidential Decree as corporations carrying on an
         industry important for the national economy, such as the national key
         industry, etc. (hereinafter referred to as a "public corporation"),
         only such public corporation may solicit for exercise of voting rights
         of its stocks as proxy under the conditions as prescribed by the
         Presidential Decree. (Newly Inserted by Act No. 3945, Nov. 28, 1987)


<PAGE>

ARTICLE 200 (RESTRICTION, ETC. ON OWNERSHIP OF STOCKS ISSUED BY PUBLIC
CORPORATION)


         (1) No one shall own, for his own account regardless of the title
         thereof, stocks issued by a public corporation in excess of the
         criteria prescribed in the following subparagraphs. In this case,
         nonvoting stocks shall not be counted in the total number of issued and
         outstanding stocks, and stocks owned in the names of specially related
         persons shall be regarded as those owned for his account: (Amended by
         Act No. 3541, Mar. 29, 1982; Act No. 3945, Nov. 28, 1987; Act No. 4469,
         Dec. 31, 1991; Act No. 4701, Jan. 5, 1994; Act No. 5254, Jan. 13, 1997;
         Act No. 5498, Jan. 8, 1998)

         1.The rate of ownership at the time of registration of securities
         concerned with the Financial Supervisory Commission pursuant to Article
         3, in case of stockholders who owned 10/100 or more of the total number
         of issued and outstanding stocks at such time; and

         2.The rate as determined by the articles of association within the
         limit of 3/100 of the total number of issued and outstanding stocks, in
         case of persons other than stockholders pursuant to subparagraph 1.

         (2) Notwithstanding the provisions of paragraph (1), if any person
         obtains the approval by the Financial Supervisory Commission on the
         rate limit of ownership, he may own the stocks issued by a public
         corporation up to such limit. (Amended by Act No. 4701, Jan. 5, 1994;
         Act No. 5498, Jan. 8, 1998)

         (3) Any person whose beneficial ownership is in excess of the criteria
         referred to in paragraphs (1) and (2) shall not exercise voting rights
         on the stocks in excess, and the Financial Supervisory Commission may
         order such person to rectify his stock holding position so as to comply
         with the criteria concerned. (Newly Inserted by Act No. 3541, Mar. 29,
         1982; Act No. 5498, Jan. 8, 1998)



<PAGE>

ARTICLE 200-2 (REPORT ON MASS HOLDING, ETC. OF STOCKS)


         (1) Any person (excluding those who are prescribed by the Presidential
         Decree) who holds stocks, etc. of a stock-listed corporation or
         Association-registered corporation in large quantities (this refers to
         such case where the number of the stocks, etc. owned by the person
         himself and specially related person is 5/100 or more of the total
         number of such stocks, etc.), shall report the situation of his
         holdings to the Financial Supervisory Commission and the Stock Exchange
         (meaning the Association in case of an Association-registered
         corporation; hereafter in this Article the same shall apply), within
         five days (the day as prescribed by the Presidential Decree shall not
         be counted therein; hereafter the same shall apply in this paragraph)
         from the day on which he comes to hold such stocks, etc., under the
         conditions as prescribed by the Presidential Decree, and if the rate of
         his holding is changed in excess of 1/100 of the total number of the
         stocks, etc. of such corporation (excluding such cases as prescribed by
         the Presidential Decree), he shall report the contents of such change
         to the Financial Supervisory Commission and the Stock Exchange, within
         five days after such change occurs, under the conditions as prescribed
         by the Presidential Decree: Provided, That with respect to the
         institutional investors, etc. as prescribed by the Presidential Decree,
         the time, contents, etc. of such report may be determined separately by
         the Presidential Decree. (Amended by Act No. 4701, Jan. 5, 1994; Act
         No. 5254, Jan. 13, 1997; Act No. 5498, Jan. 8, 1998; Act No. 5539, May
         25, 1998; Act No. 6176, Jan. 21, 2000)

         (2) The provisions of Article 21 (4) shall apply mutatis mutandis with
         respect to the method of calculating the number and total number of
         stocks, etc. as prescribed in paragraph (1). (Newly Inserted by Act No.
         5254, Jan. 13, 1997)

         (3) In case where a report on the holding of stocks, etc. in large
         quantities or on a change therein is to be filed pursuant to paragraph
         (1), and another cause for a report occurs by the day immediately
         preceding the day on which the original report should be filed, such
         new change shall be reported together with the orignal cause to be
         reported. (Newly Inserted by Act No. 5254, Jan. 13, 1997)


<PAGE>

         (4) The Financial Supervisory Commission and the Stock Exchange shall
         keep the reports as referred to in paragraph (1) and make them
         available for public inspection. (Amended by Act No. 5498, Jan. 8,
         1998)

         (5) If it is deemed necessary for protecting the public interest or
         investors, the Financial Supervisory Commission may order the reporter
         as referred to in paragraph (1), the company which has issued the
         stocks, etc. and other interested persons to file any report or
         materials for reference, or have the FSS Governor investigate any
         accounting books, documents and other things. (Newly Inserted by Act
         No. 4701, Jan. 5, 1994; Act No. 5254, Jan. 13, 1997; Act No. 5498, Jan.
         8, 1998)

         (6) Any person who conducts the investigation as referred to in
         paragraph (5), shall carry with himself any certificate indicating his
         competence, and show it to any interested person. (Newly Inserted by
         Act No. 4701, Jan. 5, 1994; Act No. 5254, Jan. 13, 1997)
         [This Article Newly Inserted by Act No. 4469, Dec. 31, 1991]


ARTICLE 200-3 (RESTRICTION ON EXERCISE OF VOTING RIGHTS OF STOCKS, ETC.)

         Any person who fails to report on the holdings of stocks, etc. in large
         quantities or on a change therein (including the report on modification
         thereof) in violation of the provisions of Article 200-2 (1) and (3),
         may not exercise the voting rights with respect to stocks held in
         violation of the provisions concerning report from among stocks held in
         excess of 5/100 of the total number of issued and outstanding voting
         stocks during the period as prescribed by the Presidential Decree, and
         the Financial Supervisory Commission may order him to dispose of the
         violating portion concerned. (Amended by Act No. 5498, Jan. 8, 1998)
         [This Article Newly Inserted by Act No. 5254, Jan. 13, 1997]



<PAGE>

ARTICLE 200-4 (PROVISIONS TO APPLY MUTATIS MUTANDIS)

         The provisions of Articles 11 (1) through (3) and 20 shall apply
         mutatis mutandis to the cases of the report on the situation of mass
         holdings and the report on the change of the situation of mass
         holdings.
         [This Article Newly Inserted by Act No. 5254, Jan. 13, 1997]


ARTICLE 201

         Deleted. (by Act No. 3541, Mar. 29, 1982)


ARTICLES 202 AND 202-2

         Deleted. (by Act No. 5498, Jan. 8, 1998)


ARTICLE 203 (RESTRICTIONS ON ACQUISITION OF SECURITIES BY FOREIGNERS)


         (1) Acquisition of securities by a foreigner or foreign corporation,
         etc. may be restricted by the provisions of the Presidential Decree.
         (Amended by Act No. 3945, Nov. 28, 1987; Act No. 5254, Jan. 13, 1997)

         (2) With respect to an acquisition of stocks of a public corporation by
         a foreigner or foreign corporation, etc., it may be restricted
         separately under the conditions as prescribed by the articles of
         association of the public corporation in addition to a restriction
         pursuant to paragraph (1). (Newly Inserted by Act No. 3945, Nov. 28,
         1987; Act No. 5254, Jan. 13, 1997)

         (3) Any person who has acquired stocks in contravention of the
         provisions of paragraph (1) or (2), may not exercise his voting rights
         to the stocks, and the Financial Supervisory Commission may order a
         correction to the person who acquired stocks in contravention of the
         provisions of paragraph (1) or (2). (Newly

<PAGE>

         Inserted by Act No. 3945, Nov. 28, 1987; Act No. 5498, Jan. 8, 1998)

         (4) Deleted. (by Act No. 5254, Jan. 13, 1997)


ARTICLES 204 THROUGH 206

         Deleted. (by Act No. 5498, Jan. 8, 1998)


ARTICLE 206-2 (DELEGATION OF AUTHORITY)


         (1) The Financial Supervisory Commission may delegate part of its
         authority under this Act to the Securities Futures Commission under the
         conditions determined by the Presidential Decree.

         (2) Where the Securities Futures Commission decides on the matters
         delegated pursuant to paragraph (1), it shall make a report thereon
         with out delay to the Financial Supervisory Commission.

         (3) Where it is deemed that a decision by the Securities Futures
         Commission referred to in paragraph (2) is illegal or extremely unjust
         in the light of the protection of the public interest or investors, the
         Financial Supervisory Commission may cancel whole or part of the
         decision or suspend its execution.

         (4) Matters under the authority of the Financial Supervisory Commission
         or the Securities Futures Commission under this Act which require
         urgent disposition may be delegated to the Chairman of the Financial
         Supervisory Commission or the Chairman of the Securities Futures
         Commission, respectively, and minor matters may be entrusted to the FSS
         Governor.

         (5) The scope of urgent matters and minor matters listed in paragraph
         (4) shall be determined by the Presidential Decree.

<PAGE>

         [This Article Wholly Amended by Act No. 5498, Jan. 8, 1998]


ARTICLE 206-3 (INVESTIGATION, SEIZURE, AND SEARCH BY FINANCIAL SUPERVISORY
COMMISSION AND SECURITIES FUTURES COMMISSION)


         (1) Where there is a violation of this Act or an order under this Act
         or, a violation of the regulations of or an order under the Financial
         supervisory Commission, or where it is deemed necessary to protect
         public interest or investors, the Financial Supervisory Commission
         (referring to the Securities Futures Commission in case of the matters
         in violation of Articles 188, 188-2 and 188-4; hereafter in this
         Article the same shall apply) may order the person concerned to submit
         a report or materials for reference or have the FSS Governor
         investigate books, documents or other things.

         (2) The Financial Supervisory Commission may demand the following
         matters from the persons concerned in order to make an investigation
         referred to in paragraph (1):

         1.Submission of a statement on the facts and situation with regard to
         matters to be invested;

         2.Appearance for testimony pertaining to the matters to be invested;
         and

         3.Submission of books, documents, or other things necessary for an
         investigation.

         (3) In making investigation under paragraph (1), the Financial
         Supervisory Commission may take the following measures if it is
         necessary to find out any violation of Articles 188, 188-2, and 188-4:
         (Newly Inserted by Act No. 6623, Jan. 26, 2002)

         1.Provisional holding of books, documents, or other things submitted
         under

<PAGE>

         paragraph (2) 3; and

         2.Investigation into the business, books, documents, or other things
         through the entry into an office or workplace of the person concerned.

         (4) Where it is deemed necessary to make an investigation referred to
         in paragraph (1), the Financial Supervisory Commission may request a
         securities-related institution to submit documents necessary for the
         investigation under the conditions as determined by the Presidential
         Decree.

         (5) Where a violation of this Act or an order under this Act, or a
         violation of the regulations of or an order under the Financial
         Supervisory Commission has been proved as a result of an investigation
         referred to in paragraph (1), the Financial Supervisory Commission may
         make an order for correction or take other measures as determined by
         the Presidential Decree, and may determine the procedures necessary for
         the investigation and taking measures, standards for measures and other
         necessary matters.

         (6) Where the Stock Exchange or the Association has a suspicion that
         there is a violation of this Act or an order under this Act or a
         violation of the regulations of or an order under the Financial
         Supervisory Commission as a result of a member's supervision over an
         abnormal trade, it shall notify the Financial Supervisory Commission.
         (Amended by Act No. 6176, Jan.
         21, 2000)

         (7) Where it is deemed necessary to investigate any violation of
         Articles 188, 188-2, and 188-4 (hereafter in this Article, referred to
         as the "violation"), the Securities Futures Commission may order a
         public official of the Financial Supervisory Commission as determined
         by the Presidential Decree (hereinafter referred to as the
         "investigating officer"), to interrogate a person suspected of the
         violation, seize things, or search a workplace. (Newly Inserted by Act
         No. 6623, Jan. 26, 2002)

         (8) Where an investigating officer conducts a search or seizure to
         investigate any violation, he shall carry a warrant for search or
         seizure issued by a judge upon a

<PAGE>

         request of a public prosecutor. (Newly Inserted by Act No. 6623, Jan.
         26, 2002)

         (9) Where an investigating officer conducts an investigation,
         interrogation, search, or seizure under paragraph (3) 2 or (7), he
         shall carry a certificate indicating his authority and present it to
         the person concerned. (Newly Inserted by Act No. 6623, Jan. 26, 2002)

         (10) The provisions of the Criminal Procedure Act concerning search and
         seizure, execution of a warrant for search or seizure, return of seized
         articles, etc. shall apply mutatis mutandis to the search and seizure
         and the warrant for search or seizure as provided in this Act.
         (Newly Inserted by Act No. 6623, Jan. 26, 2002)

         (11) Where an investigating officer has conducted a provisional
         holding, interrogation, search, or seizure, he shall prepare a report
         thereon and add his signature and seal to it with an official watchman
         or interrogated person after confirmation of the report by such person.
         If such an official watchman or interrogated person fails or is unable
         to give any signature and seal, the reasons therefor shall be added.
         (Newly Inserted by Act No. 6623, Jan. 26, 2002)

         (12) Where an investigating officer has completed the investigation
         into a violation, he shall report the results thereof to the Securities
         Futures Commission. (Newly Inserted by Act No. 6623, Jan. 26, 2002)
         [This Article Wholly Amended by Act No. 5498, Jan. 8, 1998]


ARTICLE 206-4 (EXCHANGE OF INFORMATION WITH FOREIGN SECURITIES SUPERVISORY
AGENCIES, ETC.)


         (1) The Financial Supervisory Commission may exchange information with
         foreign securities supervisory agencies.

         (2) Where the Financial Supervisory Commission intends to exchange
         information

<PAGE>

         under paragraph (1), it shall consult in advance with the Minister of
         Finance and Economy: Provided, That this shall not apply to cases as
         determined by the Presidential Decree. (Amended by Act No. 5539, May
         25, 1998)

         (3) The Financial Supervisory Commission (referring to the Securities
         Futures Commission in case of matters relating to a violation of the
         provisions of Articles 188, 188-2, and 188-4) may, where any foreign
         securities supervisory agency asks for its cooperation in conducting an
         investigation or inspection under this Act, giving expressly the
         objective and scope, etc. of such investigation or inspection,
         cooperate with such foreign securities supervisory agency. In this
         case, the Financial Supervisory Commission may furnish the data on such
         investigation or inspection to such foreign securities supervisory
         agency or be furnished with such data from such foreign securities
         supervisory agency, according to the principle of reciprocity. (Newly
         Inserted by Act No. 6176, Jan. 21, 2000; Act No. 6623, Jan. 26, 2002)

         (4) The Financial Supervisory Commission may furnish the data on an
         investigation or inspection to a foreign securities supervisory agency
         under the latter part of paragraph (3), only in case where it meets the
         following requirements: (Newly Inserted by Act No. 6623, Jan. 26, 2002)

         1.The data on an investigation or inspection furnished to a foreign
         securities supervisory agency shall not be used for other than the
         purpose of furnishing;

         2.Confidentiality shall be kept on the data on an investigation or
         inspection and the fact of furnishing such data; and

         3.The data on an investigation or inspection furnished to a foreign
         securities supervisory agency shall not be used for the investigation
         into or trial of a criminal case in a foreign country without any prior
         consent from the Financial Supervisory Commission.
         [This Article Newly Inserted by Act No. 5498, Jan. 8, 1998]



<PAGE>

ARTICLE 206-5 (DELIBERATION BY SECURITIES FUTURES COMMISSION)

         Where there exists a case falling under any of the following
         subparagraphs, the Financial Supervisory Commission shall go through
         prior deliberation by the Securities Futures Commission: (Amended by
         Act No. 5521, Feb. 24, 1998; Act No. 5736, Feb. 1, 1999; Act No. 6176,
         Jan. 21, 2000; Act No. 6623, Jan. 26, 2002)

         1.Where it provides for matters falling under any of the following:

         (a) Documents for registration referred to in Article 4;

         (b) Criteria for administration of registered corporations referred to
         in Article 6;

         (c) Procedures and criteria for taking measures referred to in Article
         20 (including where it is applicable mutatis mutandis under Articles
         27-2, 186-5, 189-2 (5), 190-2 (3) and 200-4);

         (d) Standards for financial management of stock-listed corporations or
         Association-registered corporations referred to in Article 192 (1); and

         (e) Procedures and standards for investigation and measures taken by
         the Financial Supervisory Commission referred to in Article 206-3 (5);

         2.Where it takes measures or issue orders falling under any of the
         following:

         (a) Measures referred to in Article 20 (including where it is
         applicable mutatis mutandis under Articles 27-2, 186-5, 189-2 (5),
         190-2 (3) and 200-4);

         (b) Orders referred to in Article 54 (including where it is applicable
         mutatis mutandis under Article 70-7);

         (c) Adjustment of purchase price of stocks referred to in Article 191
         (3);


<PAGE>

         (d) Deeming it necessary to issue non-voting stocks referred to in
         Article 191-2 (1) 2;

         (e) Measures referred to in Article 193;

         (f) Approval of stockholding rate limit referred to in Article 200 (2);

         (g) Measures pursuant to the results of investigation referred to in
         Article 206-3 (5);

         (h) Disposition to impose penalties referred to in Article 206-11; and

         (i) Disposition to impose a fine for negligence referred to in Article
         213 (3); and

         3.Matters other than those listed in subparagraphs 1 and 2 for which
         the Financial Supervisory Commission deems deliberation by the
         Securities Futures Commission to be necessary.
         [This Article Newly Inserted by Act No. 5498, Jan. 8, 1998]


ARTICLE 206-6 (DIRECTION AND SUPERVISION, ETC. OVER FSS GOVERNOR)

         Where the Financial Supervisory Commission or the Securities Futures
         Commission deems it necessary in order to exercise its powers under
         this Act, it may direct and supervise the FSS Governor and have him
         change his method of executing his duties or give other supervisory
         orders.
         [This Article Newly Inserted by Act No. 5498, Jan. 8, 1998]


ARTICLE 206-7 (DUTIES OF FINANCIAL SUPERVISORY SERVICE)

         The Financial Supervisory Service shall carry out the following duties
         under the

<PAGE>

         direction and supervision of the Financial Supervisory Commission or
         the Securities Futures Commission: (Amended by Act No. 5736, Feb. 1,
         1999)

         1.Matters on the registration of issuers of securities;

         2.Matters on the registration statement of securities;

         3.Matters on the tender offer of securities;

         4.Matters on inspections of institutions which are subject to
         inspection by the FSS Governor under this Act;

         5.Matters on the administration of listed corporations;

         6.Matters on the public notification of the analysis and substance of
         business of registered corporations and listed corporations;

         7.Matters on the supervision over sale and purchase transactions of
         securities outside the securities market and Association brokerage
         market;

         8.Business entrusted by the Government;

         9.Business assigned under this Act other than those listed in
         subparagraphs 1 through 8; and

         10.Business incidental to those listed in subparagraphs 1 through 9.
         [This Article Newly Inserted by Act No. 5498, Jan. 8, 1998]


ARTICLE 206-8 (CONTRIBUTIONS)


         (1) Any person falling under any of the following subparagraphs shall
         bear part of

<PAGE>

         the working expenses of the Financial Supervisory Service:

         1.Securities companies which take commission from customers;

         2.Issuers who submit a report to the Financial Supervisory Commission
         pursuant to Article 8;

         3.Institutions which are subject to inspection by the FSS Governor
         under this Act; and

         4.Registered corporations.

         (2) The amount and limit of the contribution referred to in paragraph
         (1) and other matters necessary for the payment of contributions shall
         be determined by the Presidential Decree.
         [This Article Newly Inserted by Act No. 5498, Jan. 8, 1998]


ARTICLE 206-9 (LIABILITIES OF MEMBERS AND OFFICERS, ETC. OF FINANCIAL
SUPERVISORY COMMISSION, SECURITIES FUTURES COMMISSION AND FINANCIAL SUPERVISORY
SERVICE)

         The provisions of Article 83 shall apply mutatis mutandis to the
         liabilities of those falling under any of the following subparagraphs:

         1.Members and public officials of the Financial Supervisory Commission;

         2.Members of the Securities Futures Commission; and

         3.Governor, Vice-Governor, Assistant Vice-Governor, auditor and staff
         members of the Financial Supervisory Service.
         [This Article Newly Inserted by Act No. 5498, Jan. 8, 1998]

<PAGE>

ARTICLE 206-10 (HEARING)

         Where the Minister of Finance and Economy or the Financial Supervisory
         Commission intends to take a disposition falling under any of the
         following subparagraphs, it shall hold a hearing:

         1.Cancellation of license or registration of securities companies,
         investment advisory companies, and transfer agencies under Article 55
         or 70-11 (including where the provisions of Article 70-11 are
         applicable mutatis mutandis under Article 180 (3)); and

         2.Cancellation of license of securities financial companies and
         brokerage companies referred to in Article 155 (1) (including where it
         is applicable mutatis mutandis under Article 179 (4)).
         [This Article Wholly Amended by Act No. 5736, Feb. 1, 1999]


         CHAPTER X-2 IMPOSITION AND COLLECTION OF PENALTIES

ARTICLE 206-11 (PENALTIES)


         (1) The Financial Supervisory Commission may impose penalties of up to
         3/100 of the subscription or sales value on a statement of securities
         (up to two billion won where the price exceeds two billion won) on a
         person falling under any subparagraph of Article 14 (1) where he falls
         under any of the following subparagraphs: (Amended by Act No. 6423,
         Mar. 28, 2001)

         1.Where he makes a false entry or indication or fails to enter or
         indicate important matters in any registration statement, prospectus,
         or other documents to be

<PAGE>

         submitted under Article 8, 11 or 12; and

         2.Where he fails to submit a registration statement, prospectus, or
         other documents to be submitted under Article 8, 11 or 12.

         (2) The Financial Supervisory Commission may impose penalties of up to
         3/100 of the total estimated amount for tender offer stated in a tender
         offer statement (up to two billion won where the price exceeds two
         billion won) on a person falling under any subparagraph of Article 25-3
         (1) where he falls under any of the following subparagraphs. In this
         case, a total estimated amount for tender offer shall be an amount
         calculated by multiplying the tender offer price per stock by the
         number of stocks: (Amended by Act No. 6423, Mar. 28, 2001)

         1.Where he makes a false entry or indication or fails to enter or
         indicate important matters in any registration statement, prospectus,
         or other documents to be submitted or in the public notice to be made
         under Article 21-2, 22, 23-2 or 24; and

         2.Where he fails to submit any registration statement, prospectus, or
         other documents to be submitted or fails to make public notice of
         matters to be publicly notified under Article 21-2, 22, 23-2 or 24.

         (3) The Financial Supervisory Commission may impose penalties within
         the limit of not exceeding two billion won on any listed corporation or
         any Association-registered corporation where it falls under any of the
         following subparagraphs: (Amended by Act No. 6176, Jan. 21, 2000; Act
         No. 6423, Mar. 28, 2001)

         1.Where it makes a false statement or indication in matters to be
         reported or disclosed under Article 186 (1) or (2) or fails to enter or
         indicate important matters therein; and

         2.Where it fails to report or disclose matters to be reported or
         disclosed under Article 186 (1) or (2).


<PAGE>

         (4) The Financial Supervisory Commission may impose penalties of up to
         10/100 of an average daily transaction volume (up to two billion won
         where an amount exceeds two billion won or stocks issued by a
         corporation are not traded on the securities market or Association
         brokerage market) of stocks issued by a corporation quoted in the
         securities market or Association brokerage market in the immediately
         preceding year on the corporation which has to submit an annual
         business report, a semiannual business report or a quarterly report
         pursuant to Article 186-2 (1) or 186-3 where it falls under any of the
         following subparagraphs: (Amended by Act No. 6 423, Mar. 28, 2001)

         1.Where it makes a false entry or indication or fails to enter or
         indicate important matters in a report under Article 186-2 (1) or
         186-3; and

         2.Where it fails to submit a report under Article 186-2 (1) or 186-3.

         (5) The Financial Supervisory Commission may impose penalties of up to
         2/100 (1/100 for a consolidation and two billion won where the amount
         exceeds two billion won) of the total amount (based on the amount
         entered in reported documents submitted under Article 190-2) of the
         book value (for a transfer or takeover of business, the amount acquired
         or paid in compensation for the transfer or takeover) of stocks granted
         in compensation for a merger (including a merger by split-off) or
         split-off and the amount of debts taken over on a stock-listed
         corporation or Association-registered corporation where it falls under
         any of the following subparagraphs: (Amended by Act No. 6423, Mar. 28,
         2001)

         1.Where it makes a false entry or indication or fails to enter or
         indicate important matters in making a report under Article 190-2; and

         2.Where it fails to make a report under Article 190-2.

         (6) Where a securities company violates the provisions of Article 54-3
         (1) 1, 2, or 4, the Financial Supervisory Commission may impose
         penalties of up to 10/100 (up to one billion won where the amount
         exceeds one billion won) of the violated amount

<PAGE>

         of money (in case of Article 54-3 (1) 1, the amount acquired; in case
         of 54-3 (1) 2, the amount loaned or the amount given on credit; in case
         of 54-3 (1) 4, the amount acquired in excess of the ratio), on the
         securities company. (Newly Inserted by Act No. 6623, Jan. 26, 2002)

         (7) Penalties prescribed in paragraphs (1) through (6) shall be imposed
         on a person subject to the imposition of such penalties who violates
         the respective corresponding provisions by intention or by gross
         negligence. (Amended by Act No. 6623, Jan. 26, 2002) [This Article
         Newly Inserted by Act No. 5736, Feb. 1, 1999]


ARTICLE 206-12 (IMPOSITION OF PENALTIES)


         (1) In imposing penalties pursuant to Article 206-11, the Financial
         Supervisory Commission shall take account of the following matters
         according to the standards as determined by the Presidential Decree:

         1.Contents and severity of the offense;

         2.Duration and frequency of the offense; and

         3.Scale of benefits acquired by the offense.

         (2) The Financial Supervisory Commission shall seek opinions from the
         Stock Exchange or the Association in advance where it imposes penalties
         pursuant to Article 206-11 (3). (Amended by Act No. 6176, Jan. 21,
         2000)

         (3) Where a corporation which has violated the provisions of this Act
         merges, the Financial Supervisory Commission may impose and collect
         penalties on and from the corporation which continues to exist or is
         newly established after the merger, deeming the offense committed by
         the previous corporation to be an offense

<PAGE>

         committed by the existing or newly established corporation.

         (4) Matters necessary for the imposition of penalties shall be
         determined by the Presidential Decree.
         [This Article Newly Inserted by Act No. 5736, Feb. 1, 1999]


ARTICLE 206-13 (PRESENTATION OF OPINIONS)


         (1) The Financial Supervisory Commission shall, in advance, give a
         concerned party or interested person an opportunity to present his
         opinions prior to the imposition of penalties.

         (2) A concerned party or interested person described in paragraph (1)
         may attend a meeting of the Financial Supervisory Commission and state
         his opinions or present necessary materials.
         [This Article Newly Inserted by Act No. 5736, Feb. 1, 1999]


ARTICLE 206-14 (FORMAL OBJECTION)


         (1) A person who is dissatisfied with a disposition of imposition of
         penalties under Article 206-11 may raise an objection to the Financial
         Supervisory Commission within thirty days from the date of receipt of
         notice of the said disposition by giving the reasons.

         (2) The Financial Supervisory Commission shall make a decision on the
         objection under paragraph (1) within thirty days: Provided, That where
         it cannot make a decision within such period for any compelling cause,
         it may extend the period up to thirty days.


<PAGE>

         (3) A person who is dissatisfied with a decision under paragraph (2)
         may apply for administrative appeal.
         [This Article Newly Inserted by Act No. 5736, Feb. 1, 1999]


ARTICLE 206-15 (EXTENSION OF TIME LIMIT FOR PAYMENT FOR AND INSTALLMENT PAYMENT
OF PENALTIES)


         (1) Where the Financial Supervisory Commission deems that a person who
         has been subject to penalties (hereinafter referred to as a "person
         liable for the payment of penalties") has difficulty in paying
         penalties in full in a lump sum for a cause falling under any of the
         following subparagraphs, it may extend the time limit for payment or
         enable him to pay them in installments. In this case, it may, if deemed
         necessary, have him offer a security:

         1.Where he suffers a serious loss of property due to disaster or theft,
         etc.;

         2.Where his business is in a crisis due to worsening business
         conditions;

         3.Where he is expected to face serious financial difficulties due to
         payment of penalties in a lump sum; and

         4.Where there exist any other causes equivalent to those listed in
         subparagraphs 1 through 3.

         (2) Where a person liable for the payment of penalties intends to have
         the time limit for payment extended or pay them in installments, he
         shall apply for such extension or installments to the Financial
         Supervisory Commission not later than ten days prior to the expiration
         of the time limit for payment.

         (3) Where a person liable for the payment of penalties for whom the
         time limit for payment thereof is extended or payment thereof in
         installments is allowed pursuant

<PAGE>

         to paragraph (1) falls under any of the following subparagraphs, the
         Financial Supervisory Commission may cancel the extension of the time
         limit for payment or decision on payment in installments and collect
         penalties in a lump sum:

         1.Where he fails to pay penalties in installments within the time limit
         for payment;

         2.Where he fails to fulfill an order by the Financial Supervisory
         Commission which is necessary to change securities or otherwise
         supplement security;

         3.Where it deems that it cannot collect all or the residual of
         penalties due to compulsory execution, opening of auction, declaration
         of bankruptcy, dissolution of the corporation, disposition on default
         of national or local taxes; and

         4.Where there exist any other causes equivalent to those listed in
         subparagraphs 1 through 3.

         (4) Matters necessary for the extension of the time limit for payment
         of penalties, payment in installments, or security under paragraphs (1)
         through (3) shall be determined by the Presidential Decree.
         [This Article Newly Inserted by Act No. 5736, Feb. 1, 1999]


ARTICLE 206-16 (COLLECTION OF PENALTIES AND DISPOSITION ON DEFAULT)


         (1) The Financial Supervisory Commission may collect additional dues as
         determined by the Presidential Decree for the period from the date
         following the expiration date of the time limit for payment to the date
         preceding the date of payment where a person liable for the payment of
         penalties fails to pay penalties within the time limit for payment.

         (2) Where a person liable for the payment of penalties fails to pay
         penalties within the time limit, the Financial Supervisory Commission
         may urge him to pay the

<PAGE>

         penalties, by specifying a period, and where he fails to pay penalties
         and additional dues under paragraph (1) within the specified period,
         the Financial Supervisory Commission may collect them pursuant to the
         example of the disposition of national taxes in arrears.

         (3) The Financial Supervisory Commission may entrust its duties of the
         collection or disposition on default of penalties and additional dues
         under paragraphs (1) and (2) to the Commissioner of the National Tax
         Administration.

         (4) Matters necessary for the collection of penalties shall be
         determined by the Presidential Decree.
         [This Article Newly Inserted by Act No. 5736, Feb. 1, 1999]


ARTICLE 207

         Deleted. (by Act No. 5736, Feb. 1, 1999)


         CHAPTER XI PENAL PROVISIONS

ARTICLE 207-2 (PENAL PROVISIONS)


         (1) A person who falls under any of the following subparagraphs shall
         be punished by imprisonment for not more than ten years or by a fine
         not exceeding twenty million won: Provided, That if the amount
         equivalent to three times of the profit gained or loss evaded by the
         offense exceeds twenty million won, he shall be punished by a fine of
         the amount equivalent to or less than three times of such profit or
         loss amount evaded:

         1.A person who violates the provisions of Article 188-2 (1) or (3); and


<PAGE>

         2.A person who violates the provisions of Article 188-4.

         (2) Where the amount of the profit gained or loss evaded by any such
         offense as provided in any subparagraph of paragraph (1) is not less
         than five hundred million won, aggravated punishment shall be imposed
         according to the following subparagraphs: (Newly Inserted by Act No.
         6695, Apr. 27, 2002)

         1.Where the amount of the profit gained or loss evaded is not less than
         five billion won, the punishment of imprisonment for life or for not
         less than five years shall be imposed; and

         2.Where the amount of the profit gained or loss evaded is not less than
         five hundred million won but less than five billion won, the punishment
         of imprisonment for a limited term of not less than three years shall
         be imposed.

         (3) Where the punishment of imprisonment is imposed under paragraphs
         (1) and (2), the suspension of qualifications for not more than ten
         years may be imposed concurrently. (Newly Inserted by Act No. 6695,
         Apr. 27, 2002)
         [This Article Newly Inserted by Act No. 5254, Jan. 13, 1997]


ARTICLE 207-3 (PENAL PROVISIONS)

         Any person falling under any of the following subparagraphs shall be
         punished by imprisonment for not more than 5 years or by a fine not
         exceeding thirty million won:

         1.A person who makes a public offering of new or outstanding securities
         or issued new stocks in violation of Article 8 or who violates Article
         21-2 (1) and (2);

         2.A person who falsely enters important matters in the registration
         statement under Article 8, the additional documents of shelf
         registration statement under Article 10 (2), the amendment statement
         under Article 11 (including a case where the

<PAGE>

         provisions are applied mutatis mutandis in Article 186-5 or 200-4), the
         tender offer statement under Article 21-2 (2), the amendment statement
         under Article 23-2 (1), the report documents under Article 186 (1), the
         business report under Article 186-2, the semiannual report and the
         quarterly report under Article 186-3, or the report documents under
         Article 190-2 (1) and (2);

         3.A person who fails to submit the amendment statement in violation of
         the latter part of Article 11 (3) (including a case where the
         provisions are applied mutatis mutandis in Article 186-5 or 200-4) or
         to make an amendment publication in violation of Article 23-2 (2);

         4.A person who falsely makes a tender offer publication required under
         Article 21-2 (1), an amendment publication required under Article 23-2
         (2), or disclosure required under Article 186 (2) with respect to
         important matters; and

         5.A person who violates Article 52-3.
         [This Article Wholly Amended by Act No. 6423, Mar. 28, 2001]


ARTICLE 208 (PENAL PROVISIONS)

         A person who falls under any of the following subparagraphs shall be
         punished by imprisonment for not more than three years or a fine not
         exceeding twenty million won: (Amended by Act No. 3541, Mar. 29, 1982;
         Act No. 3945, Nov. 28, 1987; Act No. 4469, Dec. 31, 1991; Act No. 4701,
         Jan. 5, 1994; Act No. 5254, Jan. 13, 1997; Act No. 5498, Jan. 8, 1998;
         Act No. 5736, Feb. 1, 1999; Act No. 6176, Jan. 21, 2000)

         1.A person who conducts the business concerned without a license
         therefor in accordance with the provisions of Article 28 (1), 28-2 (1),
         145 (1) or 179 (1), or who conducts the business concerned after
         cancellation of a license therefor in accordance with the provisions of
         Article 55 or 155 (including where the provisions of Article 155 are
         applicable mutatis mutandis under Article 179);


<PAGE>

         2.A person who violates the provisions of Articles 28-2 (3) and 35 (1);

         3.A person who violates the provisions of Articles 63 (including where
         the provisions of Article 63 are applicable mutatis mutandis under
         Article 70-7), 76, 95 (1), 107 (1) or 173-3;

         4.A person who violates the provisions of Article 59 (including where
         it is applicable mutatis mutandis under Article 70-7 or 178), Article
         60 (1) (including where it is applicable mutatis mutandis under Article
         70-7 or 178), or Article 61 (including where it is applicable mutatis
         mutandis under Article 70-7 or 178), or who refuses any investigation
         conducted by the Financial Supervisory Commission referred to in
         Article 206-3 (2) (meaning the Securities Futures Commission in case of
         violation of Articles 188, 188-2 and 188-4);

         5.A person who violates the provisions of Article 83 (including where
         it is applicable mutatis mutandis under Article 206-9); and

         6.Deleted. (by Act No. 5254, Jan. 13, 1997)


ARTICLE 209 (PENAL PROVISIONS)

         A person who falls under any of the following subparagraphs shall be
         punished by imprisonment for not more than two years or by a fine not
         exceeding ten million won: (Amended by Act No. 3541, Mar. 29, 1982; Act
         No. 3945, Nov. 28, 1987; Act No. 4469, Dec. 31, 1991; Act No. 4701,
         Jan. 5, 1994; Act No. 5254, Jan. 13, 1997; Act No. 5423, Dec. 13, 1997;
         Act No. 5498, Jan. 8, 1998; Act No. 5521, Feb. 24, 1998; Act No. 5736,
         Feb. 1, 1999; Act No. 6423, Mar. 28, 2001)

         1.Deleted; (by Act No. 6423, Mar. 28, 2001)

         2.A person who makes arrangements for a public offering of new or
         outstanding

<PAGE>

         securities in violation of the provisions of Article 8;

         3.A person who violates the provisions of Article 10;

         4.A person who violates the provisions of Article 21(1) or Article 23
         (including where the provisions of Article 23 are applicable mutatis
         mutandis under Article 23-2 (3));

         5.A person who carries out the business concerned after being suspended
         from such business in accordance with the provisions of Article 57 or
         155 (2) (including where the provisions of Article 155 (2) are
         applicable mutatis mutandis under Article 179 (4));

         6.A person who violates the provisions of Article 62 or 70-10;

         7.A person who violates any order issued upon the basis of the
         provisions of Article 54 (including where they are applicable mutatis
         mutandis under Article 70-7) or 168;

         8.A person who establishes an organization concerned with securities
         without a license in accordance with the provisions of Article 181 (1);
         and

         9.A person who violates the provisions of Article 188 (1), 189-2 (3),
         190-2 (1) and (2), or 199 or orders issued pursuant to Article 213, 200
         (3), 200-3, or 203 (3).


ARTICLE 210 (PENAL PROVISIONS)

         A person who falls under any of the following subparagraphs shall be
         punished by imprisonment for not more than one year or by a fine not
         exceeding five million won: (Amended by Act No. 3541, Mar. 29, 1982;
         Act No. 3945, Nov. 28, 1987; Act No. 4469, Dec. 31, 1991; Act No. 5254,
         Jan. 13, 1997; Act No. 5423, Dec. 13, 1997; Act No. 5498, Jan. 8, 1998;
         Act No. 5521, Feb. 24, 1998; Act No. 5736, Feb. 1,

<PAGE>

         1999)

         1.A person who violates any disposition of the Financial Supervisory
         Commission taken upon the basis of Article 20 (including where it is
         applicable mutatis mutandis under Article 27-2, 186-5, 189-2 (5), 190-2
         (3) or 200-4);

         2.A person who violates Article 13 (including where it is applicable
         mutatis mutandis under Article 24), 42 (including where it is
         applicable mutatis mutandis under Article 70-7, 154, 169, 178, 179 or
         180) through 44, or 70-2 (5);

         3.Deleted; (by Act No. 5254, Jan. 13, 1997)

         4.Deleted; (by Act No. 5736, Feb. 1, 1999)

         4-2.A person who conducts the business concerned without a registration
         as prescribed in Article 70-2 (1) and (2), 70-9 (1), or 180 (1), or who
         conducts the business concerned after registration is cancelled under
         Article 70-11 (including where it is applicable mutatis mutandis under
         Article 180 (3));

         5.A person who violates Article 70-6 (including where it is applicable
         mutatis mutandis under Article 70-8 (3)), 101, 188 (6), 194-3, or 200-2
         (1);

         6.Deleted; and (by Act No. 6423, Mar. 28, 2001)

         7.A person who fails to prepare and keep a depositors account book as
         prescribed in Article 174 (3) or a customers account book as prescribed
         in Article 174-2 (1), or who has made a false statement therein.


ARTICLE 211 (PENAL PROVISIONS)

         Any person who falls under any of the following subparagraphs shall be
         punished by a fine not exceeding five million won: (Amended by Act No.
         3945, Nov. 28, 1987;

<PAGE>

         Act No. 5254, Jan. 13, 1997; Act No. 5736, Feb. 1, 1999)

         1.A person who conducts the business concerned notwithstanding it is
         suspended under Article 57 (including where it is applicable mutatis
         mutandis under Article 70-7) or 155 (2) (including where it is
         applicable mutatis mutandis under Article 180 (3));

         2.A person who violates the provisions of Article 186 (1) and (2),
         186-2 or 186-3;

         3.A person who fails to report pursuant to the provisions of Article
         189-4 (8); and

         4.A person who violates the provisions of Article 200 (1).


ARTICLE 212 (PENAL PROVISIONS)

         A person who violates the provisions of Article 171 shall be punished
         by a fine not exceeding two million won. (Amended by Act No. 5254, Jan.
         13, 1997; Act No. 5498, Jan. 8, 1998; Act No. 5736, Feb. 1, 1999; Act
         No. 6176, Jan. 21, 2000)
         [This Article Wholly Amended by Act No. 4701, Jan. 5, 1994]


ARTICLE 213 (FINE FOR NEGLIGENCE)


         (1) A person who falls under any of the following subparagraphs shall
         be punished by a fine for negligence of not more than ten million won:
         (Amended by Act No. 5254, Jan. 13, 1997; Act No. 5498, Jan. 8, 1998;
         Act No. 5521, Feb. 24, 1998; Act No. 5736, Feb. 1, 1999; Act No. 6176,
         Jan. 21, 2000; Act No. 6623, Jan. 26, 2002)

         1.A person who has failed to file a registration in contravention of
         the provisions of Article 3;


<PAGE>

         2.A person who has committed a violation of the provisions of Article
         18-2;

         3.A person who has refused, interfered with, or evaded the inspection,
         investigation or confirmation under Article 19 (1) (including where it
         is applicable mutatis mutandis under Article 27-2, 186-5, 189-2 (5) or
         190-2 (3)), 53 (1) (including where it is applicable mutatis mutandis
         under Articles 70-7, 157, 169 or 178 through 181), 174-12 or 200-2 (5);

         4.A person who has committed a violation of the provisions of Article
         37 (including where they are applicable mutatis mutandis under Article
         70-7) or 70-8 (1); and

         5.A person who has neglected the disposal of stocks in contravention of
         the provisions of Article 189-2 (4) or 191 (4).

         (2) A person who falls under any of the following subparagraphs, shall
         be punished by a fine for negligence not exceeding five million won:
         (Amended by Act No. 5254, Jan. 13, 1997; Act No. 5498, Jan. 8, 1998;
         Act No. 5521, Feb. 24, 1998; Act No. 5736, Feb. 1, 1999; Act No. 6623,
         Jan. 26, 2002)

         1.A person who violates the provisions of Article 17 (including where
         they are applicable mutatis mutandis under Article 27-2), 36, 46 or 107
         (2);

         2.A person who fails to comply with a demand for the report, etc. or
         violates the order pursuant to Article 19 (1) (including where it is
         applicable mutatis mutandis under Article 27-2, 186-5, 189-2 (5) or
         190-2 (3)) or 53 (2) (including where it is applicable mutatis mutandis
         under Article 70-7, 157, 169 or 178 through 181);

         3.A person who violates the provisions of Article 47 (including where
         it is applicable mutatis mutandis under Article 70-7);

         4.A person who violates the provisions of Article 54-5 (1) through (3)
         or 191-16 (1) and (3);


<PAGE>

         5.A person who violates the provisions of Article 54-6 (1) and (2) or
         191-17;

         6.A person who violates the provisions of Article 174-2 (2) or who
         fails to make a notification, or makes a false notification, to the
         beneficial owners in violation of the provisions of Article 174-7 (3)
         through (5);

         7.A person who violates the provisions of Article 174-6 (4) or 174-8
         (1); and

         8.A person who violates the provisions of Article 191 (5), 191-10 (2)
         and (3), 191-11 (2), or 191-19 (1).

         (3) The fine for negligence as referred to in paragraphs (1) and (2)
         shall be imposed and collected by the Financial Supervisory Commission,
         under the conditions as prescribed by the Presidential Decree. (Amended
         by Act No. 5498, Jan. 8, 1998)

         (4) A person who is dissatisfied with the disposition of the fine for
         negligence as referred to in paragraph (3), may raise an objection to
         the person who is authorized to take the disposition, within thirty
         days after he is informed of such disposition.

         (5) If the person, who is subject to a disposition of fine for
         negligence pursuant to paragraph (3), has raised an objection pursuant
         to paragraph (4) of this Article, the person who is authorized to take
         the disposition shall without delay notify the competent court, which
         shall, upon receiving the notification, bring the case of fine for
         negligence to a trial under the Non-Contentious Case Litigation
         Procedure Act.

         (6) If neither objection is raised, nor fine for negligence is paid, in
         the period as referred to in paragraph (4) of this Article, it shall be
         collected according to the examples of the disposition of national
         taxes in arrears.
         [This Article Wholly Amended by Act No. 4701, Jan. 5, 1994]


ARTICLE 214 (CONCURRENT PUNISHMENT)


<PAGE>
     (1) A person who commits a crime as referred to in Articles 207-2 through
     210 may be confined to imprisonment and fined concurrently. (Amended by Act
     No. 5254, Jan. 13, 1997)

     (2) Where a violator of Article 207-2 (2) is subject to a fine in addition
     to the punishment of imprisonment in accordance with paragraph (1), he
     shall be punished by the fine of the amount equivalent to or less than
     three times of the profit gained or loss evaded in consequence of such
     violation. (Newly Inserted by Act No. 6695, Apr. 27, 2002)


ARTICLE 215 (JOINT PENAL PROVISIONS)

     If a representative of a juristic person, or an agent, employee or other
     employed person of the juristic person or an individual commits any offense
     as prescribed in Articles 207-2 through 212 in connection with the affairs
     of the juristic person or individual, the fine as prescribed in the
     respective Articles shall be imposed on such juristic person or individual,
     in addition to the punishment of the offender. (Amended by Act No. 5254,
     Jan. 13, 1997)
     [This Article Wholly Amended by Act No. 4701, Jan. 5, 1994]


     ADDENDA


ARTICLE 1 (ENFORCEMENT DATE)

     This Act shall enter into force on February 1, 1977: Provided, That the
     provisions of Article 12 of the Addenda shall enter into force on the date
     of its promulgation.

<PAGE>


ARTICLE 2 (TRANSITIONAL MEASURES AS TO FILING OF REGISTRATION STATEMENT)


     (1) Any registration statement (including amendment statement) and
     notification which the Minister of Finance received prior to the effective
     date of this Act shall be regarded to have been received by the Commission,
     and any designation of effective date thereof shall be regarded as
     designated by the Commission.

     (2) Notwithstanding the provisions of Article 9 (3) 1, the Commission may,
     by December 31, 1977, designate an effective date of such registration
     statement filed by any corporation registered with the Commission.


ARTICLE 3 (TRANSITIONAL MEASURES AS TO SECURITIES COMPANIES)

     A securities company, as of the enforcement date of this Act, shall be
     regarded as a securities company under this Act: Provided, That unless a
     securities company obtains license by meeting the requirements referred to
     in Article 28 (3) within three years from the effective date of this Act,
     the license of such company shall be cancelled.


ARTICLE 4 (TRANSITIONAL MEASURES AS TO ACCOUNTING)

     Accounting of a securities company shall be in accordance with the previous
     provisions until the Commission adopts the Regulations relating to the
     Accounting Standards of Securities Companies pursuant to the provision of
     Article 47.


ARTICLE 5 (TRANSITIONAL MEASURES AS TO ORDER BY MINISTER OF FINANCE)

     Orders issued to a securities company by the Minister of Finance prior to
     the enforcement date of this Act with respect to extension of credit or
     other matters
<PAGE>

     shall be regarded as orders by the Commission pursuant to the provisions of
     Articles 49 and 54.


ARTICLE 6 (TRANSITIONAL MEASURES AS TO REGISTERED SALESMAN)

     A registered salesman who entered a registration with the Ministry of
     Finance as of the enforcement date of this Act shall be regarded to have
     been registered with the Commission under this Act: Provided, That when the
     qualification requirements are determined pursuant to the provisions of
     Article 65 (3), the Commission shall examine every registered salesman and
     have such one register again pursuant to the provisions thereof.


ARTICLE 7 (TRANSITIONAL MEASURES AS TO AUDITOR OF KOREA STOCK EXCHANGE)

     An auditor of the Korea Stock Exchange, as of the enforcement date of this
     Act, shall be regarded as a standing auditor of the Stock Exchange under
     this Act.


ARTICLE 8 (TRANSITIONAL MEASURES AS TO EXCHANGE MEMBERS)

     Any exchange member who was registered with the Korea Stock Exchange, as of
     the enforcement date of this Act, shall be regarded as registered under
     this Act.


ARTICLE 9 (TRANSITIONAL MEASURES AS TO LISTED SECURITIES)


     (1) Any security which was listed on the Korea Stock Exchange as of the
     enforcement date of this Act shall be regarded as a security listed under
     this Act.

     (2) Previous provisions shall apply to the listing of securities referred
     to in Article
<PAGE>

     88 (1), until the provisions of the Presidential Decree pursuant to the
     proviso of Article 88 (1) become effective.


ARTICLE 10 (TRANSITIONAL MEASURES AS TO SEMIANNUAL REPORTS)

     Any listed corporation as of the enforcement date of this Act, for which a
     period of six months has elapsed since its accounting period commenced,
     shall file a semiannual report referred to in Article 92 within forty-five
     days from the enforcement date of this Act.


ARTICLE 11 (TRANSITIONAL MEASURES AS TO CERTIFICATES OF CONTRIBUTION OF STOCK
EXCHANGE)

     Any certificate of contribution of the Stock Exchange which was owned as of
     the enforcement date of this Act by any person other than the Government or
     securities companies, may be cancelled through purchases by the Stock
     Exchange from the enforcement date of this Act. In such a case, the method
     of purchase, period, purchase price and other necessary matters shall be
     prescribed by the Presidential Decree.


ARTICLE 12 (ESTABLISHMENT OF SUPERVISORY BOARD)


     (1) The Minister of Finance shall organize an establishment commission
     composed of seven or less members appointed by the Minister, and have it
     handle affairs concerned with the establishment of the Supervisory Board.

     (2) The establishment commission shall prepare the articles of association
     of the Supervisory Board and obtain the authorization of the Minister of
     Finance with respect thereto.

<PAGE>

     (3) The establishment commission shall make the registration referred to in
     Article 130, after obtaining the authorization pursuant to the provisions
     of paragraph (2).

     (4) When the establishment commission has completed the registration
     referred to in paragraph (3), it shall turn over its business and property
     to the director of the Supervisory Board.

     (5) When the commission members were appointed pursuant to the provisions
     of paragraph (1), the Government may deliver a contribution referred to in
     Article 204 to the establishment Commission.


ARTICLE 13 (TRANSITIONAL MEASURES AS TO AUTHORITY OF COMMISSION)

     Authority of the Commission and the Supervisory Board pursuant to this Act
     shall be exercised by the Minister of Finance until the Commission is
     organized and the Supervisory Board is established.


ARTICLE 14 (TERMS OF OFFICE OF COMMISSIONERS FIRST TAKING OFFICE)

     Notwithstanding the provisions of Article 123, the terms of office of the
     Commissioners first taking office after the effective date of this Act
     shall be one year for one, two years for one and three years for one.


ARTICLE 15 (TRANSITIONAL MEASURES AS TO RESTRICTIONS ON OWNERSHIP OF STOCKS)

     The time of original listing referred to in Article 200 (1) as to a listed
     corporation as of the enforcement date of this Act shall be regarded as the
     record date for closing of a register of stockholders first taken after the
     enforcement of this Act.


<PAGE>

ARTICLE 16 (TRANSITIONAL MEASURES AS TO OFFICERS OF SECURITIES FINANCE COMPANY)

     Terms of office of directors and auditors of a securities finance company
     as of the enforcement date of this Act shall be in accordance with the
     previous provisions.


ARTICLE 17 (TRANSITIONAL MEASURES AS TO SECURITIES DEALERS ASSOCIATION)

     Any direction which was issued to the Securities Dealers Association by the
     Minister of Finance prior to the effective date of this Act shall be
     regarded as measures taken by the Commission under this Act.


ARTICLE 18 (TRANSITIONAL MEASURES AS TO MUTUAL OWNERSHIP OF STOCKS)

     Any stock which a listed corporation owns in violation of the provisions of
     Article 189 as of the effective date of this Act shall be transferred
     within one year from the effective date of this Act.


ARTICLE 19 (TRANSITIONAL MEASURES AS TO MERGERS OF UNLISTED CORPORATIONS)

     The provisions of Article 190 shall not apply until December 31, 1977, to
     the case where any listed corporation merges any registered corporation.


ARTICLE 20 (TRANSITIONAL MEASURES AS TO ACT OR SUBORDINATE STATUTE WHICH CITES
PROVISIONS OF PREVIOUS ACT)

     In case any other Act or subordinate statute cites the provisions of the
     previous Securities and Exchange Act, the provisions which fall within the
     purview thereof in this Act shall, if any, be regarded to be cited for
     replacement of the previous provisions.


<PAGE>


     ADDENDA (Act No. 3541, Mar. 29, 1982)


ARTICLE 1 (ENFORCEMENT DATE)

     This Act shall enter into force on April 1, 1982.


ARTICLE 2 (TRANSITIONAL MEASURES AS TO FILING OF REGISTRATION STATEMENT)


     (1) Registration statements received in accordance with the previous
     provisions of Article 8 as of the enforcement date of this Act shall take
     effect in accordance with the previous provisions.

     (2) Previous provisions shall apply, even after the enforcement of this
     Act, to the registration statement and documents accompanied thereby
     referred to in Article 8 (2), prospectus referred to in Article 12 and
     after-report referred to in Article 17 as far as the forms thereof are
     concerned, until the Commission fixes such forms in accordance with this
     Act.


ARTICLE 3 (TRANSITIONAL MEASURES AS TO ELIGIBILITY OF OFFICERS)


     (1) Notwithstanding the provisions of Article 33 (1) and (2) 5 (including
     the case where it shall apply mutatis mutandis under Article 149, 169 or
     178), officers of a securities company, securities finance company,
     Securities Dealers Association and securities depository corporation as of
     the enforcement date of this Act, may hold office for a period of their
     existing terms respectively.

<PAGE>

     (2) Notwithstanding the provisions of Article 33-2 (including the case
     where it shall apply mutatis mutandis under Article 150 or 178), officers
     of a securities company, securities finance company and securities
     depository corporation as of the enforcement date of this Act, may hold
     office for the period of their existing terms.


ARTICLE 4 (TRANSITIONAL MEASURES AS TO SECURITIES SAVINGS BUSINESS)

     Previous provisions shall apply to a securities savings business of a
     securities company, until the Commission adopts the Securities Savings
     Business Regulations in accordance with the provisions of Article 50 (1).


ARTICLE 5 (TRANSITIONAL MEASURES AS TO INVESTMENT COUNSELLORS)


     (1) A registered salesman registered with the Commission as of the
     enforcement date of this Act shall be regarded an investment counsellor
     registered with the Supervisory Board in accordance with this Act.

     (2) A securities company may, notwithstanding the provisions of Article 65
     (2), have its officer or employee perform duties of an investment
     counsellor in the business office thereof until two years have elapsed
     since the enforcement date of this Act.

     (3) Matters reported to the Commission in accordance with the previous
     provisions of Article 68 as of the enforcement date of this Act shall be
     regarded as reported to the Supervisory Board in accordance with this Act.

     (4) Dispositions taken by the Commission in accordance with the previous
     provisions of Article 69 as of the enforcement date of this Act shall be
     regarded taken by the Supervisory Board in accordance with this Act.

<PAGE>

ARTICLE 6 (TRANSITIONAL MEASURES AS TO ACCOUNTING AUDIT)

     Previous provisions shall apply to an audit on such corporation which has
     entered into an audit contract with certified public accountants as of the
     enforcement date of this Act.


ARTICLE 7 (TRANSITIONAL MEASURES AS TO OWNERSHIP OF BLOCK STOCKS)


     (1) A stockholder, as of the enforcement date of this Act, who comes to
     exceed the maximum limit referred to in the latter part of Article 200 (1)
     as a result of application of the provisions of the former part of
     paragraph (1) of the said Article shall report the contents thereof to the
     Commission within thirty days from the enforcement date of this Act and the
     person who reported this shall be regarded as the owner as of the time of
     original listing.

     (2) A person who reported the ownership of block stocks to the Commission
     in accordance with the previous provisions of Article 201 as of the
     enforcement date of this Act shall be regarded as reported as major
     stockholder to the Commission in accordance with the provisions of Article
     188 (6).


     ADDENDA (Act No. 3945, Nov. 28, 1987)


ARTICLE 1 (ENFORCEMENT DATE)


     (1) This Act shall enter into force on January 1, 1988, but the revised
     provisions of Articles 74 and 82 shall enter into force on the day on which
     the Government sells
<PAGE>

     all of its contribution certificates of the Stock Exchange.

     (2) If the Government does not sell all of its contribution certificates of
     the Stock Exchange until January 1, 1988, the revised provisions of those
     included in Chapter VI of this Act (excluding the revised provisions of
     Articles 89, 92, 105 and 107; hereinafter the same shall apply) shall enter
     into force on the date of its selling.


ARTICLE 2 (APPLICATION EXAMPLE CONCERNING REGISTRATION STATEMENT)

     The revised provisions of Article 8 (1) shall be applicable even in case
     where a registration statement is filed pursuant to the previous provisions
     at the time this Act enters into force.


ARTICLE 3 (TRANSITIONAL MEASURES CONCERNING INVESTMENT ADVISORY BUSINESS)

     Any person who operates an investment advisory business at the time this
     Act enters into force, shall register the investment advisory business with
     the Ministry of Finance pursuant to the revised provisions of Article 70-2
     (1) within three months after this Act enters into force.


ARTICLE 4 (TRANSITIONAL MEASURES CONCERNING STOCK EXCHANGE)


     (1) The Stock Exchange shall satisfy requirements pursuant to this Act
     within three months after the enforcement of this Act (this refers to the
     enforcement of the revised provisions of those included in Chapter VI;
     hereafter the same shall apply in this Article).

     (2) Any exchange member registered with the Stock Exchange pursuant to the
     previous provisions at the time this Act enters into force shall be
     considered as a
<PAGE>

     member under this Act.

     (3) The capital of the Stock Exchange under the previous provisions at the
     time this Act enters into force shall be considered as the contribution of
     a member under this Act.

     (4) The president, executive officers and auditors of the Stock Exchange at
     the time this Act enters into force shall perform their duties according to
     the previous provisions until the chief director, managing director,
     standing directors and auditors are appointed under this Act.

     (5) If the president, standing officers and auditors existing at the time
     this Act enters into force are reappointed to the chief director, managing
     director, standing directors and auditors, respectively, their terms of
     office shall include the period of service pursuant to the previous
     provisions.


ARTICLE 5 (TRANSITIONAL MEASURE CONCERNING ASSISTANT GOVERNOR OF SUPERVISORY
BOARD)

     The Assistant Governor as prescribed by the articles of association of the
     Supervisory Board at the time this Act enters into force shall be
     considered as the Assistant Governor as prescribed by this Act, and his
     term of office shall run on the date he is appointed pursuant to the
     articles of association of the Supervisory Board.


     ADDENDA (Act No. 4469, Dec. 31, 1991)

     (1) (Enforcement Date) This Act shall enter into force on the date of its
     promulgation: Provided, That the revised provisions of Article 200 (1)
     shall enter into force at the expiration of six months from the enforcement
     date of this Act, and the revised provisions of Articles 187 and 200-2, at
     the expiration of three months from the enforcement date of this Act,
     respectively.

<PAGE>

     (2) (Transitional Measures concerning Capital of Securities Company)
     Notwithstanding the revised provisions of Article 28 (3), securities
     companies existing at the time this Act enters into force shall be
     considered to satisfy the requirements as prescribed by this Act.

     (3) (Transitional Measures concerning Restriction, etc. of Mass Holding of
     Stocks) Any person who falls under the revised provisions of Article 200
     (1) 1 of this Act at the time this Act enters into force, shall report the
     situation of his ownership to the Commission within one month after this
     Act enters into force.

     (4) (Transitional Measures concerning Report on Mass Holding of Stocks) Any
     person who is liable to make a report pursuant to the revised provisions of
     Article 200-2 (1) at the time this Act enters into force, shall report the
     situation of his ownership to the Commission and the Stock Exchange within
     one month from the enforcement date of this Act.


     ADDENDA (Act No. 4701, Jan. 5, 1994)


ARTICLE 1 (ENFORCEMENT DATE)

     This Act shall enter into force on April 1, 1994: Provided, That the
     revised provisions of Article 200 shall enter into force on April 1, 1997;
     and those of Section 3 of Chapter VIII (Articles 173, 173-2 through 173-6,
     174, 174-2, 174-4 through 174-8, 175, 176 and 178) and of Article 187, on
     the date at which the Securities Depository comes into existence. (Amended
     by Act No. 5254, Jan. 13, 1997)



ARTICLE 2 (EXAMPLES OF APPLICATION TO APPRAISAL RIGHTS OF STOCKHOLDERS)

<PAGE>

     The revised provisions of Article 191 shall be applicable to the portion
     for which a notification or public notice on a convocation of the general
     meeting of stockholders is made on or after the date this Act enters into
     force.


ARTICLE 3

     Deleted. (by Act No. 4701, Feb. 1, 1999)


ARTICLE 4 (TRANSITIONAL MEASURES CONCERNING REGISTRATION, ETC. OF INVESTMENT
COUNSELLOR)


     (1) Any investment counsellor who has registered with the Securities
     Supervisory Board at the time this Act enters into force, shall be
     considered to have been registered as investment counsellor with the
     Securities Dealers Association under this Act.

     (2) Matters reported to the Securities Supervisory Board under the previous
     Article 68 at the time this Act enters into force, shall be considered to
     have been reported to the Securities Dealers Association under this Act.


ARTICLE 5 (CONVERSION OF SECURITIES DEPOSITORY CORPORATION INTO SECURITIES
DEPOSITORY)


     (1) When the securities depository corporation as prescribed in the
     previous Article 173 (hereinafter referred to as the "securities depository
     corporation") at the time this Act enters into force, has obtained the
     approval of the Minister of Finance on the conversion to the Securities
     Depository through a resolution of the general meeting of stockholders, it
     shall be considered as the Securities Depository established under the
     revised provisions of Article 173.

<PAGE>

     (2) In the case as referred to in paragraph (1), the representative
     director of the securities depository corporation shall prepare the
     articles of association of the Securities Depository within three months
     after this Act enters into force, obtain the authorization of the Minister
     of Finance, and take charge of the affairs concerning the registration of
     incorporation, etc. of the Securities Depository.

     (3) The securities depository corporation shall carry on the affairs
     pursuant to the previous provisions until the Securities Depository comes
     into existence.

     (4) When the Securities Depository comes into existence, the stockholders
     of the securities depository corporation existing at that time shall be
     those of the Securities Depository, and all rights and duties of the
     securities depository corporation shall be succeeded en bloc to the
     Securities Depository. In this case, the securities depository corporation
     shall be extinguished on the day of such succession without going through
     the procedure of dissolution and liquidation under the Commercial Act.

     (5) The officers of the securities depository corporation existing at the
     time the Securities Depository comes into existence, shall be considered as
     those of the Securities Depository as prescribed by this Act, and their
     terms of office shall count from the day on which they have been appointed
     as officers of the securities depository corporation.


ARTICLE 6 (TRANSITIONAL MEASURES CONCERNING APPROVAL ON USE OF PRINTED FORMS OF
SECURITIES)

     Approval on the use of the printed forms of securities made by the
     Securities Supervisory Board for a non-listed corporation before the
     revised provisions of Article 187 enter into force, shall be considered as
     approval made by the Securities Depository.

<PAGE>

ARTICLE 7 (TRANSITIONAL MEASURES CONCERNING REPORT ON MASS HOLDING OF STOCKS)

     Any person who is to make a report pursuant to the revised provisions of
     Article 200-2 (1) at the time this Act enters into force, shall make a
     report on the situation of his holdings to the Commission and the Stock
     Exchange within one month after this Act enters into force.


ARTICLE 8 (TRANSITIONAL MEASURES CONCERNING CONCILIATION COMMISSION)


     (1) The dispute conciliation institution established by the previous
     provisions at the time this Act enters into force, shall be considered as
     the securities dispute conciliation commission under this Act.

     (2) Any request for a conciliation of dispute made pursuant to the previous
     provisions before this Act enters into force, shall be considered as a
     request for dispute conciliation under this Act.


ARTICLE 9 (RELATION WITH OTHER ACTS AND SUBORDINATE STATUTES)

     Any citation of the securities depository corporation in other Acts and
     subordinate statutes at the time the Securities Depository comes into
     existence, shall be considered as a citation of the Securities Depositor.


     ADDENDA (Act No. 5254, Jan. 13, 1997)



ARTICLE 1 (ENFORCEMENT DATE)

<PAGE>

     This Act shall enter into force on April 1, 1997: Provided, That the
     revised provisions of subparagraph 6 of Article 3 and Article 189-4 shall
     enter into force on the date of its promulgation; and the revised
     provisions of Section 2 of Chapter VIII (excluding the provisions of
     Article 167), on the date on which the Korea Dealers Association comes into
     existence, respectively. (Amended Act by No. 5498, Jan. 8, 1998)


ARTICLE 2 (APPLICABLE CASES CONCERNING LIABILITY FOR DAMAGES DUE TO FALSE
STATEMENTS)

     The revised provisions of subparagraph 5 of Article 14 and Article 15 (2)
     shall apply to a registration statement and a prospectus which are filed on
     or after the date this Act enters into force.


ARTICLE 3 (APPLICABLE CASES CONCERNING TENDER OFFER OF SECURITIES)

     The revised provisions of Chapter VI (Articles 21 through 27-2) shall not
     apply in case where a tender offer statement is filed according to the
     previous provisions before this Act comes into force.


ARTICLE 4 (APPLICABLE CASES CONCERNING QUALIFICATION OF OFFICERS OF SECURITIES
COMPANY)

     The revised provisions of Article 33 (2) 3 and 5 (including the case where
     it shall apply mutatis mutandis under Articles 70-7, 149 (2), 169, 178, 179
     (4) and 180 (3)), subparagraphs 4 and 5 of Article 80, subparagraphs 4 and
     5 of Article 121 and Article 133 (8) shall not apply with respect to an
     officer who is in office at the time of enforcement of this Act.


ARTICLE 5 (APPLICABLE CASES CONCERNING TERM OF OFFICE OF AUDITOR OF STOCK
EXCHANGE)

<PAGE>

     The revised provisions of Article 78 (7) shall apply to an auditor who is
     assigned on or after the date this Act comes into force.


ARTICLE 6 (APPLICABLE CASES CONCERNING ANNUAL REPORT AND SEMIANNUAL REPORT)

     The revised provisions of Articles 186-2 and 186-3 shall apply from the
     business year commencing newly after this Act comes into force: Provided,
     That in the case of a corporation of which the last day of business year
     falls under the period between December and February, they shall apply from
     the business year to which the date of enforcement of this Act belongs.


ARTICLE 7 (APPLICABLE CASES CONCERNING RETURN OF SHORT-TERM SALES MARGIN OF
INSIDER)

     The revised provisions of Article 188 (2) through (4) shall not apply, in
     case where six months has not elapsed since securities, etc. are bought or
     sold before this Act comes into force.


ARTICLE 8 (APPLICABLE CASES CONCERNING NOTIFICATION AND PUBLIC NOTICE ON
CONVOCATION OF GENERAL MEETING)

     The revised provisions of Article 191-10 (2) shall apply from the
     notification or public notice on the convocation of the general meeting
     effected for the first time after the enforcement of this Act.


ARTICLE 9 (APPLICABLE CASES CONCERNING APPOINTMENT AND DISMISSAL, ETC. OF
AUDITOR)

     The revised provisions of Article 191-11 (1) and (2) shall apply from the
     general meeting of stockholders which is convened for the first time after
     this Act comes into force; and the revised provisions of paragraph (3) of
     the said Article, from an

<PAGE>

     auditing report which an auditor submits to directors for the first time
     after this Act comes into force.


ARTICLE 10 (APPLICABLE CASES CONCERNING QUALIFICATIONS OF STANDING AUDITOR)

     The revised provisions of Article 191-12 (2) and (3) shall apply from an
     auditor who is appointed in the general meeting of stockholders convened
     for the first time after this Act comes into force.


ARTICLE 11 (TRANSITIONAL MEASURES CONCERNING EMPLOYEE STOCK OWNERSHIP
ASSOCIATION)

     An employee stock ownership association pursuant to subparagraph 5 of
     Article 2 of the Capital Market Promotion Act (Act No. 4679) at the time of
     enforcement of this Act, shall be considered as an employee stock ownership
     association pursuant to the revised provisions of Article 2 (18) of this
     Act.


ARTICLE 12 (TRANSITIONAL MEASURES CONCERNING LICENSE FOR SECURITIES BUSINESS)

     In case where the license for securities business referred to in the
     previous provisions of Article 2 (8) 4 is obtained pursuant to the
     provisions of Article 28 (2) 2 at the time of enforcement of this Act, it
     shall be considered as a license for securities business pursuant to the
     revised provisions of Article 2 (8) 4.


ARTICLE 13 (TRANSITIONAL MEASURES CONCERNING PROTECTION FUND)

     Securities company bound to set aside protection fund pursuant to the
     revised provisions of Article 69-2 (3), shall set aside the protection fund
     pursuant to the revised provisions of paragraph (2) of the said Article
     within one month after this Act comes into force.

<PAGE>

ARTICLE 14 (TRANSITIONAL MEASURES CONCERNING REPORT ON BUSINESS SIMILAR TO
INVESTMENT ADVISORY BUSINESS)

     A person who conducts a business similar to investment advisory business
     pursuant to Article 70-8 at the time of enforcement of this Act, shall
     report pursuant to the revised provisions of Article 70-8 within one month
     after the enforcement date of this Act.


ARTICLE 15 (TRANSITIONAL MEASURES CONCERNING FEES)

     Fees which has been collected by the Supervisory Board during the period
     from January 1, 1997 to the last day before the enforcement date of this
     Act according to the previous provisions of Article 143, shall be
     considered as the fees pursuant to the revised provisions of Article 143.


ARTICLE 16 (TRANSITIONAL MEASURES CONCERNING KOREA SECURITIES DEALERS
ASSOCIATION)


     (1) The Korea Securities Dealers Association, the incorporated association,
     which was established pursuant to the previous provisions of Article 162
     and is existing at the time of enforcement of this Act (hereinafter
     referred to as the "Association"), shall be considered as the Korea
     Securities Dealers Association which is established pursuant to the revised
     provisions of Article 162.

     (2) In case of paragraph (1) of this Article, the president of the
     Association shall prepare the articles of association of the Korea
     Securities Dealers Association within three months from the enforcement
     date of this Act and shall obtain the authorization of the Minister of
     Finance and Economy; and he shall manage the affairs relating to the
     registration of incorporation of the Korea Securities Dealers
<PAGE>

     Association.

     (3) The Association shall conduct the business pursuant to the previous
     provisions until the Korea Securities Dealers Association comes into
     existence.

     (4) When the Korea Securities Dealers Association comes into existence, the
     members of the Association at the time when it comes into existence shall
     become the members of the Korea Securities Dealer Association, and the
     Korea Securities Dealers Association shall succeed to the rights and
     obligations of the Association by a universal title. In this case, the
     Association shall cease to exist at the date of succession by a universal
     title without being subject to the procedure of dissolution and liquidation
     pursuant to the provisions of the Civil Act.

     (5) Officers of the Association at the time when it comes into existence
     shall be considered as officers of the Korea Securities Dealers Association
     pursuant to this Act, and the terms of office of such officers shall begin
     on the date on which officers of the Association has been appointed.


ARTICLE 17 (TRANSITIONAL MEASURES CONCERNING CORPORATION REGISTERED WITH
ASSOCIATION)

     A corporation registered with the Association pursuant to the previous
     provisions of Article 194 at the time this Act enters into force shall be
     regarded as a corporation registered with the Korea Securities Dealers
     Association pursuant to the revised provisions of Article 172-2.


ARTICLE 18 (TRANSITIONAL MEASURES CONCERNING DESIGNATION OF SECURITIES WHICH ARE
OBJECT OF DEPOSITING)

     The securities which the Securities Depository has designated at the time
     this Act enters into force shall be regarded that they have been designated
     pursuant to the revised provision of Article 173-7.

<PAGE>


ARTICLE 19 (TRANSITIONAL MEASURES CONCERNING KOREA LISTED COMPANIES ASSOCIATION)

     The Korea Listed Companies Association, the incorporated association, which
     is established pursuant to the Civil Act at the time this Act enters into
     force, shall be deemed to be established with the license by the Minister
     of Finance and Economy under the revised provisions of Article 181 (1).


ARTICLE 20 (TRANSITIONAL MEASURES CONCERNING NONVOTING STOCKS)

     In case where the number of nonvoting stocks issued pursuant to Article 7
     of the previous Capital Market Promotion Act (Act No. 3946) (including the
     number of nonvoting stocks issued after the enforcement of the Capital
     Market Promotion Act (Act No. 4679) due to the exercise of the rights of
     convertible bonds or bonds with warrants which have been issued before the
     enforcement of the Capital Market Promotion Act (Act No. 4679)), exceeds
     1/4 of the total number of the issued stocks, the portion exceeding such
     ratio shall be considered that it is issued under the revised provisions of
     each subparagraph of Article 191-2 (1).


ARTICLE 21 (TRANSITIONAL MEASURES CONCERNING ISSUANCE OF NEW TYPE OF BONDS)

     New type bonds issued pursuant to Article 9 of the Capital Market Promotion
     Act at the time this Act enters into force, shall be considered that they
     are issued pursuant to the revised provisions of Article 191-4.


ARTICLE 22 (TRANSITIONAL MEASURES CONCERNING PUBLIC NOTICE ON CONVOCATION OF
GENERAL MEETING)

     The public notice on the convocation of the general meeting of stockholders

<PAGE>

     effected pursuant to Article 23 of the Capital Market Promotion Act at the
     time this Act enters into force, shall be considered that it is effected
     pursuant to the revised provisions of Article 191-10 (1).


ARTICLE 23 (TRANSITIONAL MEASURES CONCERNING STANDING AUDITOR)

     A stock listed corporation which shall appoint a standing auditor pursuant
     to the revised provisions of Article 191-12 (1), shall appoint a standing
     auditor by the time of the regular general meeting of stockholders convened
     for the first time after this Act enters into force.


ARTICLE 24 (TRANSITIONAL MEASURES CONCERNING REPORT ON MASS HOLDING, ETC. OF
STOCKS)

     A person who shall make the report pursuant to the revised provisions of
     Article 200-2 (1) at the time this Act enters into force, shall report the
     situation of holdings to the Commission and the Stock Exchange within two
     months from the enforcement date of this Act.


ARTICLE 25 (REPEAL OF OTHER ACT, ETC.)


     (1) The Capital Market Promotion Act shall be repealed.

     (2) In case where the provisions of the previous Capital Market Promotion
     Act was quoted in other Acts and subordinate statutes at the time this Act
     enters into force, this Act and the provisions in this Act corresponding to
     the provisions of the previous Capital Market Promotion Act shall be
     considered to have been quoted in place of the provisions of the previous
     Capital Market Promotion Act.

<PAGE>

     ADDENDA (Act No. 5423, Dec. 13, 1997)

     (1) (Enforcement Date) This Act shall enter into force on April 1, 1998:
     Provided, That the amended provisions of Articles 69-5 and 192-2 shall
     enter into force on January 1, 1998. (Amended by Act No. 5498, Jan. 8,
     1998)

     (2) (Applicable Cases concerning Interim Dividends) The amended provisions
     of Article 192-3 shall apply from the business year commencing for the
     first time after January 1, 1998.

     (3) (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 previous provisions.


     ADDENDA (Act No. 5498, Jan. 8, 1998)


ARTICLE 1 (ENFORCEMENT DATE)

     This Act shall enter into force on April 1, 1998: Provided, That the
     provisions among the amended provisions of Articles 69-6 and 200-2 which
     pertain to Association-registered corporations, the amended provisions of
     Article 1 of the Addenda of Act No. 5254, and the amended provisions of
     paragraph (1) of the Addenda of Act No. 5423 shall enter into force on the
     date of its promulgation, the amended provisions of Article 206-10 shall
     enter into force on January 1, 1998, and the amended provisions of Article
     69-6 shall remain in force until March 31, 1998.


ARTICLE 2 (GENERAL TRANSITIONAL MEASURES PURSUANT TO REPEAL OF SECURITIES AND
EXCHANGE COMMISSION AND SECURITIES SUPERVISORY BOARD)

<PAGE>

     (1) Any approval, authorization, order, disposition, measures, consent,
     proposition, recommendation, direction, request, adjustment, etc. and
     inspection or investigation conducted by the Securities and Exchange
     Commission or the Securities Supervisory Board pursuant to the previous
     provisions prior to the entry into force of this Act shall be deemed to
     have been conducted by the Financial Supervisory Commission, the Securities
     Futures Commission or the FSB Director under this Act.

     (2) Any declaration and report, etc. received or accepted by the Securities
     and Exchange Commission or the Financial Supervisory Board prior to the
     entry into force of this Act shall be deemed to have been received or
     accepted by the Financial Supervisory Commission, the Securities Futures
     Commission or the FSB Director under this Act.

     (3) Any corporation registered with the Securities and Exchange Commission
     at the time when this Act enters into force shall be deemed to have been
     registered with the Financial Supervisory Commission under this Act.


ARTICLE 3 (TRANSITIONAL MEASURES ON LICENSE FOR SECURITIES BUSINESS IN FOREIGN
COUNTRIES)

     Any securities company which has obtained a license on operating a
     securities business in a foreign country from the Minister of Finance and
     Economy at the time when this Act enters into force shall be deemed to have
     made a report to the Financial Supervisory Commission pursuant to the
     amended provisions of Article 28 (7).


ARTICLE 4 (TRANSITIONAL MEASURES ON PROTECTION FUND)

     The fund management company referred to in the previous provisions of
     Article 69-2 (1) shall return the reserve accumulated by a securities
     company bound to set
<PAGE>

     aside the fund referred to in paragraph (3) of the same Article (including
     the right of indemnification referred to in Article 69-3 (4) where the real
     balance of the protection fund falls short of the reserve due to the
     payment, etc. referred to in Article 69-3 (1)) to the securities company
     bound to set aside the fund not later than one month from the date of entry
     into force of this Act.


ARTICLE 5 (TRANSITIONAL MEASURES ON LICENSE FOR INVESTMENT ADVISORY BUSINESS AND
DISCRETIONARY INVESTMENT BUSINESS IN FOREIGN COUNTRIES)

     Any investment advisory company which has obtained a license on operating
     investment advisory business or discretionary investment business in a
     foreign country from the Minister of Finance and Economy at the time when
     this Act enters into force shall be deemed to have made a report to the
     Financial Supervisory Commission pursuant to the amended provisions of
     Article 70-2 (3).


ARTICLE 6 (TRANSITIONAL MEASURES ON AUTHORIZATION, ETC. OF BUSINESS OF STOCK
EXCHANGE, ETC.)

     Any business which has obtained authorization or approval from the Minister
     of Finance and Economy pursuant to the previous provisions of Article 73
     (1) 8, subparagraph 7 of Article 162-2 and Article 173-2 (2) at the time
     when this Act enters into force shall be deemed to be a business authorized
     or approved by the Financial Supervisory Commission under this Act.


ARTICLE 7 (TRANSITIONAL MEASURES ON APPROVAL OF CHANGE OF ARTICLES OF
ASSOCIATION OF SECURITIES FINANCE COMPANY, ETC.)

     Any securities finance company, the Korea Securities Dealers Association,
     any order matching company, any transfer agency and other organizations
     relating to securities which have obtained approval from the Minister of
     Finance and Economy
<PAGE>

     on the change of articles of association at the time this Act enters into
     force shall be deemed to have obtained approval from the Financial
     Supervisory Commission pursuant to the amended provisions of Article 151
     (1) (including cases applied mutatis mutandis under Articles 169, 179, 180
     and 181)


ARTICLE 8 (TRANSITIONAL MEASURES ON EXCHANGE OF INFORMATION WITH FOREIGN
SECURITIES SUPERVISORY AGENCIES)

     Any exchange of information with a foreign securities supervisory agency by
     the Stock and Exchange Commission under the previous provisions of Article
     129-2 shall be deemed to have been effected by the Financial Supervisory
     Commission under this Act.


ARTICLE 9 (TRANSITIONAL MEASURES ON REPORT OF MASS HOLDING OF STOCKS OF
CORPORATIONS REGISTERED WITH ASSOCIATION)

     Any person who has to make a report referred to in the amended provisions
     of Article 200-2 at the time when this Act enters into force shall make a
     report to the Stock and Exchange Commission and the Korea Securities
     Dealers Association not later than one month from the date of entry into
     force of this Act.


ARTICLE 10 (TRANSITIONAL MEASURES ON CONTRIBUTIONS)

     Contribution paid to the Securities Supervisory Board at the time when this
     Act enters into force shall be deemed to be contributions paid to the
     Financial Supervisory Board pursuant to the amended provisions of Article
     206-8.


ARTICLE 11 (CONTINUANCE IN EXISTENCE OF SECURITIES SUPERVISORY BOARD AND
SUCCESSION TO ITS PROPERTY, RIGHTS AND DUTIES)

<PAGE>

     (1) Notwithstanding the amended provisions of this Act, the Securities
     Supervisory Board shall continue in existence until the date on which the
     Financial Supervisory Board is established pursuant to the Act on the
     Establishment, etc. of Financial Supervisory Organizations.

     (2) All the rights and duties which belong to the Securities Supervisory
     Board shall be succeeded to by universal title by the Financial Supervisory
     Board on the date on which the Financial Supervisory Board is established,
     and the titles of the Securities Supervisory Board indicated in its
     register or other public books on property and rights and duties shall be
     deemed to be the titles of the Financial Supervisory Board.

     (3) The value of property to which the Financial Supervisory Board succeeds
     pursuant to paragraph (2) shall be the book value at the time of its
     succession.


ARTICLE 11-2 (TRANSITIONAL MEASURES PURSUANT TO ABOLITION OF STOCK AND EXCHANGE
COMMISSION)


     (1) The Securities Supervisory Board shall be deemed the Financial
     Supervisory Board in the application of the provisions of Articles 18, 23,
     39 and Chapters IV and V of the Act on the Establishment, etc. of Financial
     Supervisory Organizations until the date on which the Financial Supervisory
     Board is established.

     (2) The Director of the Securities Supervisory Board shall be appointed by
     the President on the recommendation of the Financial Supervisory Commission
     until the Financial Supervisory Board is established, and the person who
     has been appointed as Chairman of the Stock and Exchange Commission prior
     to the entry into force of this Act shall be deemed to have been appointed
     as the Director of the Securities Supervisory Board.

<PAGE>

     (3) The provisions of Article 29 (3) of the Act on the Establishment, etc.
     of Financial Supervisory Organizations shall apply mutatis mutandis to the
     appointment of the Vice-Director and assistant vice-director of the
     Securities Supervisory Board until the date on which the Financial
     Supervisory Board is established: Provided, That any person who has been
     appointed under the previous Act at the time when this Act enters into
     force shall be deemed to have been appointed under the Act on the
     Establishment, etc. of Financial Supervisory Organizations until the date
     on which the Financial Supervisory Board is established.

     (4) Where the Director of the Securities Supervisory Board is unable to
     perform his duties due to an accident from the date on which the Securities
     and Exchange Commission is abolished to the date on which the Financial
     Supervisory Board is established, the Vice-Director shall act as chairman
     on his behalf. [This Article Newly Inserted by Act No. 5521, Feb. 24, 1998]


ARTICLE 12 (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 previous provisions.


ARTICLE 13 (TRANSITIONAL MEASURES ON FINE FOR NEGLIGENCE)


     (1) The application of the provisions of a fine for negligence to acts
     committed prior to the entry into force of this Act shall be governed by
     the previous provisions.

     (2) A fine for negligence imposed by the Minister of Finance and Economy at
     the time when this Act enters into force shall be deemed to have been
     imposed by the Financial Supervisory Commission pursuant to the amended
     provisions of Article 213 (3).

<PAGE>


ARTICLE 14

     Omitted.


ARTICLE 15 (RELATION TO OTHER ACTS AND SUBORDINATE STATUTES)

     Where other Acts and subordinate statutes cite the previous provisions at
     the time when this Act enters into force, if this Act includes the
     provisions corresponding to them, the provisions corresponding to this Act
     shall be deemed to have been cited in lieu of the previous provisions.


     ADDENDA (Act No. 5521, Feb. 24, 1998)

     (1) (Enforcement Date) This Act shall enter into force on April 1, 1998:
     Provided, That the amended provisions of Articles 21, 21-3, 25-2 (2), 188-2
     (1), and 189-2 (1) and subparagraph 4 of Article 209 shall enter into force
     on the date of its promulgation.

     (2) (Applicable Cases concerning Tender Offer of Securities) The amended
     provisions of Articles 21 (2), 21-3, and 25-2 (2) and subparagraph 4 of
     Article 209 shall not apply to cases where tender offer statements have
     been submitted pursuant to the previous provisions prior to the entry into
     force of this Act.


     ADDENDUM (Act No. 5539, May 25, 1998)

This Act shall enter into force on the date of its promulgation.

<PAGE>


     ADDENDA (Act No. 5559, Sep. 16, 1998)


ARTICLE 1 (ENFORCEMENT DATE)

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


ARTICLES 2 THROUGH 9 Omitted.


     ADDENDA (Act No. 5591, Dec. 28, 1998)


ARTICLE 1 (ENFORCEMENT DATE)

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


ARTICLES 2 THROUGH 5 Omitted.


     ADDENDA (Act No. 5736, Feb. 1, 1999)


ARTICLE 1 (ENFORCEMENT DATE)

     This Act shall enter into force on April 1, 1999: Provided, That the
     amended
<PAGE>

     provisions of Articles 186-3, 186-5 (limited to where Article 186-5 is
     applicable quarterly business reports), 191-12 (1) and (3) (limited to
     where Article 191-12 (1) and (3) is applicable to Association-registered
     corporations), and 191-13 shall enter into force on January 1, 2000, and
     the amended provisions of Articles 3, 23, 29, 30, 33 (1), 35, 45, 48, and
     65 through 69, Section 3 (Article 69-6), Articles 70-2 (3) and (4), 73, 78,
     81, 85, 86, 94, 104, 109 through 111, 115, 117, 159, 162-2, 164, 173-2,
     173-6, 173-7, 175, 176, 178, 179, 181, 186 (1), 189, 190, 191 (1) and (5),
     and 191-12 (2) shall enter into force on the date of its promulgation.


ARTICLE 2 (APPLICABLE CASES CONCERNING IMMUNITY FROM COMPENSATION LIABILITY DUE
TO FALSE ENTRY, ETC.)

     The amended provisions of Article 14 shall apply to a registration
     statement of securities or a prospectus (including a preliminary
     prospectus) submitted after this Act enters into force.


ARTICLE 3 (APPLICABLE CASES CONCERNING DISGORGEMENT OF SHORT-TERM SALES MARGIN
OF INSIDERS)

     With respect to officers, employees or major stockholders of an
     Association-registered corporation at the time when this Act enters into
     force, the amended provisions of Article 188 (1) and (2) shall apply to the
     portion of purchase or sale effected on or after the date this Act enters
     into force. In this case, in applying the amended provisions of Article 188
     (2), the calculation of a six-month period shall be reckoned from the point
     of purchase or sale effected initially after this Act enters into force.


ARTICLE 4 (APPLICABLE CASES CONCERNING APPOINTMENT AND DISMISSAL OF AUDITORS OF
ASSOCIATION-REGISTERED CORPORATION)

<PAGE>

     The amended provisions of Article 191-11 (1) and (2) shall apply starting
     from a general meeting of stockholders to which a bill for appointing,
     dismissing or determining remuneration for an auditor is first proposed
     after this Act enters into force, and the amended provision of paragraph
     (3) of the said Article shall apply starting from the audit report first
     submitted by the auditor to directors after the entry into force of this
     Act.


ARTICLE 5 (APPLICABLE CASES CONCERNING PENALTIES)

     The amended provisions of Article 206-11 shall apply starting from the
     portion submitted, stated, announced, disclosed or reported after the entry
     into force of this Act.


ARTICLE 6 (TRANSITIONAL MEASURES ON QUALIFICATIONS AS OFFICERS OF SECURITIES
COMPANIES)

     Where an officer of a securities company who has been in office at the time
     when this Act enters into force falls under the amended provisions of
     Article 33 (2) 4 due to a cause which occurred before this Act enters into
     force, he shall, notwithstanding the said amended provisions, be governed
     by the previous provisions until his term of office expires.


ARTICLE 7 (TRANSITIONAL MEASURES ON CUSTODY AND MANAGEMENT OF CUSTOMER DEPOSIT
MONEY BY SECURITIES COMPANIES)

     A securities company (including foreign securities company's domestic
     branches) engaged only in business listed in Article 28 (2) 2 at the time
     of the entry into force of this Act which has received, had custody of, and
     managed customer deposit money, shall, notwithstanding the amended
     provisions of Article 44-2, be governed by the amended provisions of
     Article 44-3 for two years from the date of the entry into force of this
     Act.

<PAGE>

ARTICLE 8 (TRANSITIONAL MEASURES ON SECURITIES COMPANIES' TRADE NAMES)

     A trade name of a securities company engaged only in business listed in
     Article 28 (2) 2 at the time of the entry into force of this Act shall,
     notwithstanding the amended provisions of the latter part of Article 62
     (1), be governed by the previous provisions.


ARTICLE 9 (TRANSITIONAL MEASURES ON REGISTRATION OR REPORT OF INVESTMENT
ADVISORY BUSINESS, ETC.)

     A person who has registered investment advisory business with, obtained a
     license for discretionary investment business from, and reported any
     similar investment advisory business to the Minister of Finance and Economy
     pursuant to the previous provisions at the time of the entry into force of
     this Act shall be deemed to have registered with, or reported to the
     Financial Supervisory Commission under the amended provisions of Articles
     70-2, 70-8 and 70-9.


ARTICLE 10 (TRANSITIONAL MEASURES ON REGISTRATION OF TRANSFER AGENTS)

     A transfer agent who has obtained a license from the Minister of Finance
     and Economy pursuant to the previous provisions at the time of the entry
     into force of this Act shall be deemed to have registered with the Minister
     of Finance and Economy under the amended provisions of Article 180 (1).


ARTICLE 11 (TRANSITIONAL MEASURES ON SUBMISSION OF CONGLOMERATE COMBINED
FINANCIAL STATEMENTS)

     In applying the amended provisions of Article 186-2 (5), conglomerate
     combined
<PAGE>

     financial statements of a business year commencing after January 1, 1999
     shall be submitted within seven months after the end of the business year.


ARTICLE 12 (TRANSITIONAL MEASURES ON REPORT OF STATUS OF STOCKHOLDINGS)

     The officers or major stockholders of an Association-registered corporation
     which has to report the status of stockholdings pursuant to the amended
     provisions of Article 188 (6) at the time when this Act enters into force
     shall, notwithstanding the amended provisions of the said Article and
     paragraph, report the status of stockholdings to the Securities Futures
     Commission and the Association within one month from the date when this Act
     enters into force.


ARTICLE 13 (TRANSITIONAL MEASURES ON LIMIT EXCESS OF ACQUISITION OF TREASURY
STOCKS BY ASSOCIATION-REGISTERED CORPORATIONS)

     An Association-registered corporation which holds treasury stocks in excess
     of the acquisition limit under the latter part of Article 189-2 (1) at the
     time when this Act enters into force shall dispose of the excess by the
     time the money trust contract under paragraph (2) of the same Article
     terminates.


ARTICLE 14 (TRANSITIONAL MEASURES ON APPOINTMENTS OF STANDING AUDITORS OF
ASSOCIATION-REGISTERED CORPORATIONS)

     An Association-registered corporation which has to appoint full-time
     auditors pursuant to the amended provisions of Article 191-12 (1) shall
     appoint them by the first stockholders meeting after this Act enters into
     force.


ARTICLE 15 (TRANSITIONAL MEASURES ON QUALIFICATIONS FOR STANDING AUDITORS)

<PAGE>

     Qualifications for full-time auditors who are in office at the time when
     this Act enters into force shall, notwithstanding the amended provisions of
     Article 191-12 (3), be governed by the previous provisions until their
     terms of office expire.


ARTICLE 16 (TRANSITIONAL MEASURES ON PENAL PROVISIONS)

     The application of penal provisions to any act committed before this Act
     enters into force shall be governed by the previous provisions.


     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. 6176, Jan. 21, 2000)


ARTICLE 1 (ENFORCEMENT DATE)

     This Act shall enter into force on April 1, 2000: Provided, That the
     amended provisions of Articles 2, 3, 54-5, 54-6, 58, 64, 160, 174-6 (5),
     189-2, 189-4, 191-9, 191-11, 191-12, 191-14, 191-16 and 191-17 shall enter
     into force on the date

<PAGE>

     of its promulgation.


ARTICLE 2 (TRANSITIONAL MEASURES CONCERNING DISQUALIFICATIONS)

     Where any officer of a securities company, an investment advisory company,
     a securities finance company or the Association falls under the
     disqualification due to the cause under the amended provisions of Article
     33 (2) (including the case in which the provisions apply mutatis mutandis
     under the provisions of Articles 70-7, 149 (2) and 169) that has occurred
     prior to the enforcement of this Act at the time of the entry into force of
     this Act, his case shall be dealt with according to the previous provisions
     notwithstanding the amended provisions.


ARTICLE 3 (TRANSITIONAL MEASURES CONCERNING EQUITY CAPITAL REGULATION RATE)

     The amended provisions of Article 54-2 shall not apply to any securities
     company falling under any of the following subparagraphs until the day
     prescribed by the Presidential Decree:

     1.A securities company that has been incorporated as a result of the
     conversion of a financial institution or a securities company that has
     merged with a financial institution in accordance with the Act on the
     Structural Improvement of the Financial Industry; and

     2.A securities company that, after having been ordered to take timely and
     corrective measures under the Act on the Structural Improvement of the
     Financial Industry, is presently implementing a plan for such measures.


ARTICLE 4 (TRANSITIONAL MEASURES CONCERNING INTERNAL CONTROL STANDARDS OF
SECURITIES COMPANY)

<PAGE>

     Any securities company shall set its internal control standards in
     accordance with the amended provisions of Article 54-4 within six months
     after the enforcement of this Act.


ARTICLE 5 (TRANSITIONAL MEASURES CONCERNING APPOINTMENTS OF OUTSIDE DIRECTORS OF
SECURITIES COMPANY)

     Any securities company that has to appoint outside directors in accordance
     with the amended provisions of Article 54-5 shall appoint such outside
     directors in accordance with such amended provisions at a regular general
     meeting of stockholders that is called for the first time after the
     enforcement of this Act. In this case, any outside director appointed at
     the regular general meeting of stockholders shall be deemed to be
     recommended by the outside director candidate recommendation committee in
     accordance with the provisions of Article 54-5 (2) and (3).


ARTICLE 6 (TRANSITIONAL MEASURES CONCERNING ESTABLISHMENT OF INSPECTION
COMMITTEE OF SECURITIES COMPANY)

     Any securities company that has to establish an inspection committee in
     accordance with the amended provisions of Article 54-6 shall establish such
     inspection committee at a regular general meeting of stockholders that is
     called for the first time after the enforcement of this Act.


ARTICLE 7 (TRANSITIONAL MEASURES CONCERNING STOCK OPTION GRANTING CORPORATION)

     Any corporation that grants its officers and employees the stock option
     under the previous provisions at the time of the entry into force of this
     Act shall be deemed to grant them such stock option in accordance with the
     amended provisions of Article 189-4.

<PAGE>


ARTICLE 8 (TRANSITIONAL MEASURES CONCERNING APPOINTMENTS OF OUTSIDE DIRECTORS OF
STOCK-LISTED CORPORATION)


     (1) Any stock-listed corporation that has to appoint outside directors in
     accordance with the amended provisions of Article 191-16 shall appoint such
     outside directors in accordance with such amended provisions at a regular
     general meeting of stockholders that is called for the first time after the
     enforcement of this Act. In this case, any person appointed as an outside
     director at the regular general meeting of stockholders shall be deemed to
     be recommended by the outside director candidate recommendation committee
     in accordance with the provisions of Article 54-5 (2) and (3) that are
     applied mutatis mutandis by the amended provisions of Article 191-16 (3).

     (2) Any stock-listed corporation under the provisions of the proviso of
     Article 191-16 (1) shall, notwithstanding the amended provisions of the
     same Article, increase the number of outside directors to 3 or more prior
     to a regular general meeting of stockholders that is called for the first
     time after the end of the 2000 business year, but may make the number of
     outside directors less than half of the total number of directors on the
     board of directors.

     (3) Any outside director who holds office at a stock-listed corporation at
     the time that this Act is enforced shall be deemed to be an outside
     director appointed under this Act until his term of office expires.


ARTICLE 9 (TRANSITIONAL MEASURES CONCERNING ESTABLISHMENT OF INSPECTION
COMMITTEE OF STOCK-LISTED CORPORATION)

     Any stock-listed corporation that has to establish an inspection committee
     in accordance with the amended provisions of Article 191-17 shall establish
     such

<PAGE>

     inspection committee in accordance with the amended provisions at a regular
     general meeting of stockholders that is called for the first time after the
     enforcement of this Act.


ARTICLE 10 (TRANSITIONAL MEASURES CONCERNING STANDING AUDITOR FOLLOWING
ESTABLISHMENT OF INSPECTION COMMITTEE OF STOCK-LISTED CORPORATION)

     With respect to any standing auditor (in case that there are not less than
     two standing auditors, one standing auditor designated by the board of
     directors of a stock-listed corporation out of such not less than two
     standing auditors) who holds office at a stock-listed corporation that has
     to establish an inspection committee in accordance with the amended
     provisions of Article 191-17 at the time of the entry into force of this
     Act, where his term of office does not expire by the date on which a
     regular general meeting of stockholders is called to establish an
     inspection committee in accordance with the provisions of Article 9 of the
     Addenda and he is not dismissed at such regular general meeting of
     stockholders, he shall be deemed not an outside director but a member of
     the inspection committee until his term of office expires. In this case,
     such standing auditor shall be deemed a director appointed at a general
     meeting of stockholders in accordance with the provisions of Article 382
     (1) of the Commercial Act until his term of office expires.


     ADDENDA (Act No. 6423, Mar. 28, 2001)


ARTICLE 1 (ENFORCEMENT DATE)

     This Act shall enter into force on April 1, 2001: Provided, That the
     amended provisions of Articles 2 (19), 54-5 (3), 54-6 (2) and (6), 64,
     172-4, 186 (1), 189-4, 191-13, 191-17 (2), 191-18, and 192 (2) shall enter
     into force on the date of its promulgation and the amended provisions of
     Article 2 (18) shall enter into force on

<PAGE>

     the date prescribed by the Presidential Decree.


ARTICLE 2 (APPLICABLE CASES FOR DISPOSITION RIGHT OF FINANCIAL SUPERVISORY
COMMISSION)

     The amended provisions of subparagraph 1 of Article 20 shall apply starting
     with the portion of any registration statement or any after-report
     submitted first after the enforcement of this Act.


ARTICLE 3 (APPLICABLE CASES FOR QUALIFICATIONS FOR COMPLIANCE OFFICER OF
SECURITIES COMPANY)

     The amended provisons of Article 54-4 (4) shall apply starting with the
     portion of the compliance officer selected and appointed first after the
     enforcement of this Act.


ARTICLE 4 (APPLICABLE CASES FOR SELECTION OF CHAIRMAN OF INSPECTION COMMITTEE OF
MAJOR STOCK-LISTED CORPORATION)

     In the event that the chairman of the inspection committee of any
     stock-listed corporation or any Association-registered corporation that is
     required to set up an inspection committee at the time that this Act enters
     into force is not an outside director, such stock-listed corporation or
     such Association-registered corporation shall select and appoint a chairman
     who is an outside director in compliance with the amended provisions of
     Article 54-6 (2) (including a case where the provisions are applied mutatis
     mutandis in Article 191-17 (2)) not later than three months after this Act
     takes effect.


ARTICLE 5 (APPLICABLE CASES FOR RECOMMENDATION OF CANDIDATES FOR PUBLIC INTEREST
DIRECTOR OF STOCK EXCHANGE)

<PAGE>

     The amended provisions of Article 78 (4) shall apply starting with the
     portion of a director representing the public interest selected and
     appointed first after the enforcement of this Act.


ARTICLE 6 (APPLICABLE CASES FOR GRANTING OF STOCK OPTION)

     The amended provisions of Article 189-4 (3) and (4) shall apply starting
     with the portion of the stock option granted first after the enforcement of
     this Act.


ARTICLE 7 (APPLICABLE CASES FOR APPRAISAL RIGHTS OF STOCKHOLDERS OF
ASSOCIATION-REGISTERED CORPORATION)

     The amended provisions of Article 191 shall apply starting with the portion
     of a resolution adopted first by the board of directors after the
     enforcement of this Act.


ARTICLE 8 (APPLICABLE CASES FOR IMPOSITION OF PENALTIES)

     The amended provisions of Article 206-11 shall apply starting with the
     portion of the submission, statement, public notice, disclosure, or report
     made first after the enforcement of this Act.


ARTICLE 9 (TRANSITIONAL MEASURE CONCERNING LICENSE OF SECURITIES BUSINESS)

     Any person who is licensed with his securities business under the previous
     provisions of Article 2 (8) 3 at the time that this Act enters into force
     shall be deemed licensed with his securities business under the amended
     provisions of Article 2 (8) 3.

<PAGE>

ARTICLE 10 (TRANSITIONAL MEASURE CONCERNING TENDER OFFER OF SECURITIES)


     (1) In the event that a tender offer statement is filed under the previous
     provisions of Article 21-2 prior to the enforcement of this Act,
     notwithstanding the amended provisions of Articles 21, 21-2, 21-3, 22, 23
     and 23-2, such tender offer statement shall be governed by the previous
     provisions.

     (2) With respect to a registration statement, etc. filed with the Financial
     Supervisory Commission, etc. under the previous provisions of Article 26
     prior to the enforcement of this Act, notwithstanding the amended
     provisions of Article 26, such registration statement, etc. shall be
     governed by the previous provisions.


ARTICLE 11 (TRANSITIONAL MEASURE CONCERNING RESTRICTIONS ON DIRECTORS HOLDING
CONCURRENT OFFICES)

     With respect to prohibiting any standing officer of a securities company,
     who is engaged in the regular business of a corporation that is not a
     company from holding any concurrent office under the previous provisions at
     the time that this Act enters into force, notwithstanding the amended
     provisions of Article 48, he shall be governed by the previous provisions
     until his term of office expires.


ARTICLE 12 (TRANSITIONAL MEASURE CONCERNING TRADE NAME OF SECURITIES COMPANY)

     With respect to any securities company that uses a trade name under the
     previous provisions at the time that this Act enters into force,
     notwithstanding the amended provisions of Article 62 (1), the use of such
     trade name by such securities company shall be governed by the previous
     provisions.


ARTICLE 13 (TRANSITIONAL MEASURE CONCERNING MANAGING DIRECTOR AND STANDING
DIRECTOR OF
<PAGE>
STOCK EXCHANGE)


     (1) Any person who works for the Stock Exchange as a managing director at
     the time that this Act enters into force shall be deemed appointed as vice
     chief director of the Stock Exchange under the amended provisions of
     Article 78 (1) 2 and (3) until his term of office expires.

     (2) Any person who works for the Stock Exchange as a standing director at
     the time that this Act enters into force shall be deemed an executive
     officer under the amended provisions of Article 74 (1) 5 until his term of
     office expires.


ARTICLE 14 (TRANSITIONAL MEASURE CONCERNING ASSOCIATION BROKERAGE MARKET
OPERATION COMMITTEE AND ITS MEMBERS)


     (1) The Committee on the Operation of Association Brokerage Market, which
     is established in accordance with the regulations on the operation of the
     previous Association brokerage market at the time that this Act enters into
     force, shall be deemed the Association Brokerage Market Operation Committee
     established pursuant to the amended provisions of Article 172-2 (2).

     (2) Members of the committee that is deemed the Association Brokerage
     Market Operation Committee under paragraph (1) shall be deemed members of
     the Association Brokerage Market Operation Committee established under the
     amended provisions of Article 172-2 (2) until their terms of office expire.


ARTICLE 15 (TRANSITIONAL MEASURE CONCERNING REGULATIONS ON OPERATION OF
ASSOCIATION BROKERAGE MARKET)

     The regulations made on the operation of Association brokerage market at
     the time
<PAGE>

     that this Act enters into force shall be deemed to be in conformity with
     the amended provisions of Article 172-3 within the limit of 6 months from
     the date on which this Act enters into force, until new regulations are
     made under the amended provisions of Article 172-3.


ARTICLE 16 (TRANSITIONAL MEASURES CONCERNING RETIREMENT OF STOCKS)

     Any treasury stocks held by any stock-listed corporation or any
     Association-registered corporation after having acquired them under Article
     189-2 at the time that this Act enters into force may be retired under the
     amended provisions of Article 189 (1). In this case, the requirements
     falling under each of the following subparagraphs shall be satisfied and
     Article 189 (4) and (5) shall be applied thereto:

     1.It is required to file a report thereon with the Financial Supervisory
     Commission, the Stock Exchange or the Association under Article 189-2 (3).
     In this case, in the application of the same paragraph of the same Article,
     the Financial Supervisory Commission may set separate standards;

     2.It is required to go through a resolution of the board of directors with
     respect to kinds and total numbers of stocks to be retired, the total value
     of stocks to be retired and the date on which it is intended to retire such
     stocks;

     3.The total value of the stocks to be retired is required to be within the
     limit provided for in Article 189 (3) 2; and

     4.The stocks to be retired are required to be in the lapse of 6 months from
     the date on which they are acquired.


ARTICLE 17 (TRANSITIONAL MEASURES CONCERNING SELECTION AND APPOINTMENT OF
OUTSIDE DIRECTORS OF ASSOCIATION-REGISTERED CORPORATION)

<PAGE>


     (1) Any Association-registered corporation that is required to select and
     appoint outside directors under the amended provisons of the main sentence
     of Article 191-16 (1) shall select and appoint such outside directors under
     the amended provisions at a regular general meeting of stockholders called
     for the first time after the enforcement of this Act. In this case,
     notwithstanding the amended provisions of the main sentence of the same
     paragraph of the same Article, the relevant Association-registered
     corporation shall increase the number of outside directors to not less than
     one prior to a regular general meeting of stockholders called for the first
     time after the end of the 2001 business year, but the number of the outside
     directors may be less than a quarter of the total number of directors on
     the board of directors.

     (2) Any Association-registered corporation that is required to select and
     appoint outside directors under the amended provisions of the proviso of
     Article 191-16 (1) shall select and appoint such outside directors under
     the same amended provisions at a regular general meeting of stockholders
     called for the first time after the enforcement of this Act. In this case,
     notwithstanding the amended provisions, the relevant Association-registered
     corporation shall make the number of outside directors not less than three
     prior to a regular general meeting of stockholders called for the first
     time after the end of the 2001 business year, but may make the number of
     the outside directors less than a half of the total number of directors on
     the board of directors. Any person who is selected and appointed as an
     outside director at a regular general meeting of stockholders called for
     the first time after the enforcement of this Act shall be deemed
     recommended by the outside director candidate recommendation committee.


ARTICLE 18 (TRANSITIONAL MEASURE CONCERNING ESTABLISHMENT OF INSPECTION
COMMITTEE OF ASSOCIATION-REGISTRATION CORPORATION)

     Any Association-registered corporation that is required to set up an
     inspection committee under the amended provisions of Article 191-17 shall
     establish such inspection committee under the same amended provisions by
     the date on which a
<PAGE>

     regular general meeting of stockholders is called for the first time after
     the enforcement of this Act.


ARTICLE 19 (TRANSITIONAL MEASURE CONCERNING STANDING AUDITOR FOLLOWING
ESTABLISHMENT OF INSPECTION COMMITTEE OF ASSOCIATION-REGISTERED CORPORATION)

     In the event the term of office of any standing auditor (referring to a
     standing auditor designated by the board of directors of the relevant
     company in the event of not less than two standing auditors) who serves in
     an Association-registered corporation that is required to set up an
     inspection committee under the amended provisions of Article 191-17 at the
     time of entry into force of this Act does not expire by the date on which a
     regular general meeting of stockholders is called to discuss the question
     of establishing an inspection committee under the provisions of Article 16
     of the Addenda and he is not dismissed at such regular general meeting of
     stockholders, such standing auditor shall be deemed a member, who is not an
     outside director, of the inspection committee of the relevant corporation
     until his term of office expires. In this case, the standing auditor shall
     be deemed a director selected and appointed at a general meeting of
     stockholders under Article 382 (1) of the Commercial Act until the time
     that his term of office expires.


ARTICLE 20 (TRANSITIONAL MEASURE CONCERNING PENAL PROVISIONS)

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


     ADDENDA (Act No. 6623, Jan. 26, 2002)

     (1) (Enforcement Date) This Act shall enter into force on February 1, 2002.

<PAGE>

     (2) (Applicable Cases concerning Appraisal Rights of Stockholders) The
     amended provisions of Article 191 shall apply with respect to the public
     notice or notification which is made for the convocation of the general
     meeting of stockholders or which is made under Article 360-9 (2) or 527-2
     (2) of the Commercial Act on or after the date this Act takes effect.

     (3) (Transitional Measures concerning Reserve for Securities Transaction)
     The reserve for securities transaction set aside by a securities company in
     accordance with the previous provisions of Article 40 at the time of the
     entry into force of this Act shall be distributed proportionally over a
     fixed period as set and publicly announced by the Financial Supervisory
     Commission.

     (4) (Transitional Measures concerning Fine for Negligence) The application
     of a fine for negligence to any act committed prior to the enforcement of
     this Act shall be governed by the previous provisions.


     ADDENDA (Act No. 6695, Apr. 27, 2002)

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

     (2) (Transitional Measures concerning Application of Penal Provisions) The
     imposition of a penalty on any act committed prior to the enforcement of
     this Act shall be governed by the previous provisions.









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