<DOCUMENT>
<TYPE>EX-12.2
<SEQUENCE>12
<FILENAME>u98617exv12w2.txt
<DESCRIPTION>EX-12.2 KOREAN FINANCIAL HOLDING COMPANY ACT
<TEXT>
<PAGE>
FINANCIAL HOLDING COMPANIES ACT

                                                                    Exhibit 12.2

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                                   2000.10.23                 Act No. 6274
      Amended By                   2002. 4.27                 Act No. 6692


                          CHAPTER I GENERAL PROVISIONS

ARTICLE 1 (PURPOSE)

         The purpose of this Act is to facilitate incorporations of financial
         holding companies and to soundly manage both financial holding
         companies and their subsidiaries with the aim of bolstering the
         financial industry's competitiveness and contributing to the
         development of the national economy.


ARTICLE 2 (DEFINITIONS)


         (1) The definitions of terms used in this Act shall be as follows:
         (Amended by Act No. 6692, Apr. 27, 2002)

         1.The term "financial holding company" (including equity; hereinafter
         the same shall apply) means a company whose primary business is to
         control (hereinafter referred to as "control") companies engaged in the
         financial business (hereinafter referred to as "financial
         institutions") and other companies related closely to the operations of
         the financial business through the ownership of their stocks, according
         to the standards prescribed by the Presidential Decree, and which
         controls one or more financial institutions, and for which an
         authorization under Article 3 has been granted;

         2.The term "subsidiary" means a company controlled by a financial
         holding


<PAGE>

         company;

         3.The term "sub-subsidiary" means a company controlled by a subsidiary;

         4.The terms "complete holding company" and "complete subsidiary" mean,
         in the event that a financial holding company owns the total number of
         stocks issued by a subsidiary, such financial holding company and such
         subsidiary, respectively;

         5.The term "bank holding company" means a financial holding company
         that controls the company falling under any of the following items:

         (a) A financial institution (hereinafter referred to as a "bank")
         established under the Banking Act;

         (b) A long-term credit bank established under the Long-Term Credit
         Bank Act;

         (c) A financial institution, prescribed by the Presidential Decree,
         which runs the banking business under Article 2 (1) 1 of the Banking
         Act; or

         (d) A financial holding company that controls financial institutions
         referred to in items (a) through (c);

         6.The term "local bank holding company" means a bank holding company
         that does not control any bank or any bank holding company falling
         under the following items:

         (a) A bank whose business area covers the whole nation; and

         (b) A bank holding company controlling the banks of item (a);

         7.The term "same person" means a person himself and other person in a
         special relationship, prescribed by the Presidential Decree, with the
         former (hereinafter referred to as a "specially related person");


<PAGE>

         8.The term "non-financial devotee" means a company falling under any
         of the following items:

         (a) The same person concerned, in case where the sum of total capital
         amount (referring to the amount obtained by subtracting total liability
         amount from total asset amount in the balance sheet; hereinafter the
         same shall apply) of the non-financial companies (referring to
         companies in the operation of business other than the financial
         business prescribed by the Presidential Decree; hereinafter the same
         shall apply) among the same person is not less than 25/100 of the sum
         of total capital amount of those being companies among the same person
         concerned;

         (b) The same person concerned, in case where the sum of total capital
         amount of the non-financial companies among the same person is not less
         than two trillion won and also not less than the amount prescribed by
         the Presidential Decree; or

         (c) The securities investment company concerned, in case where a person
         falling under item (a) or (b) possesses (referring to the case where
         the same person holds the voting rights by means of possession of the
         stocks under his name or other's name, or by means of contract, etc.;
         hereinafter the same shall apply) stocks of a securities investment
         company under the Securities Investment Company Act (hereinafter
         referred to as the "securities investment company") in excess of 4/100
         of the total outstanding stocks; and

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

         (a) One stockholder concerned, in case where the same person including
         a stockholder of a bank holding company possesses stocks with voting
         rights of the bank holding company in excess of 10/100 (15/100 in case
         of a local bank holding company) of the total outstanding stocks; or

         (b) One stockholder concerned, in case where the same person including
         a stockholder of a bank holding company (excluding local bank holding
         companies)

<PAGE>

         possesses stocks with voting rights of the bank holding company in
         excess of 4/100 of the total outstanding stocks (excluding the stocks
         whose voting rights shall not be exercised under Article 8-2 (2)), and
         where the same person concerned, who is the largest stockholder,
         actually exercises influence in the major operations of the bank
         holding company concerned, the subsidiary and the subsubsidiary
         (hereinafter referred to as the "bank hold company, etc.") by means of
         appointment and dismissal, etc. of officers in a manner prescribed by
         the Presidential Decree.

         (2) The scope of the financial business, the scope of companies related
         closely to operations of the financial business and the standards for
         the primary business referred to in paragraph (1) 1 shall be determined
         by the Presidential Decree.


         CHAPTER II INCORPORATIONS, ETC. OF FINANCIAL HOLDING COMPANIES

ARTICLE 3 (AUTHORIZATION)


         (1) Any person who intends to run a financial holding company shall
         obtain an authorization thereof from the Financial Supervisory
         Commission.

         (2) Any person who intends to obtain the authorization referred to in
         paragraph (1) shall file with the Financial Supervisory Commission an
         application therefor under the conditions as prescribed by the
         Presidential Decree.

         (3) The Financial Supervisory Commission may attach conditions to the
         authorization referred to in paragraph (1).

         (4) Any financial holding company shall, where it is granted the
         authorization under paragraph (1), be deemed to file a report in
         accordance with Article 8 of the


<PAGE>

         Monopoly Regulation and Fair Trade Act.


ARTICLE 4 (REQUIREMENTS FOR AUTHORIZATION)


         (1) Any person who intends to get the authorization under Article 3
         shall meet all the requirements of the following subparagraphs:
         (Amended by Act No. 6692, Apr. 27, 2002)

         1.The business plan is required to be appropriate and sound as a stock
         corporation;

         2.The business plan of a company that will become a subsidiary or a
         sub-subsidiary (in the case falling under the proviso of Article 19
         (2), a company controlled by a sub-subsidiary shall be included:
         hereinafter referred to as "subsidiaries, etc.") is required to be
         appropriate and sound;

         3.Major investors under the Presidential Decree are required to be able
         to make adequate investments, financially sound and socially credible;

         4.The financial standing and business management of a company that
         will become a financial holding company and its subsidiaries, etc. are
         required to be sound; and

         5.Where a holding company becomes a complete holding company through an
         all-inclusive stock swap pursuant to the provisions of Article 360-2 of
         the Commercial Act (hereinafter referred to as the "stock swap") or an
         all-inclusive stock transfer pursuant to the provisions of Article
         360-15 of the same Act (hereinafter referred to as the "stock
         transfer"), the swap ratio of stocks is required to be appropriate.

         (2) Detailed requirements for granting the authorization of paragraph
         (1) shall be prescribed by the Presidential Decree.


<PAGE>

ARTICLE 5 (CONSULTATIONS WITH FAIR TRADE COMMISSION)

         In granting the authorization in accordance with Article 3, the
         Financial Supervisory Commission shall consult in advance with the Fair
         Trade Commission about matters falling under each of the following
         subparagraphs:

         1.Matters relating to limiting acts performed by any holding company
         under Article 8-2 (1) of the Monopoly Regulation and Fair Trade Act and
         matters relating to limiting incorporations of holding companies under
         Article 8-3 of the same Act; and

         2.Matters relating to whether the related market is actually limiting
         competition.


ARTICLE 6 (PUBLICATION OF AUTHORIZATION, ETC.)

         The Financial Supervisory Commission shall, when it grants an
         authorization in accordance with Article 3 or revokes an authorization
         in accordance with Article 57 (2), publish without any delay its
         actions in the Official Gazette and make such actions known to the
         public, making use of the personal computer communications, etc.


       CHAPTER III OWNERSHIP LIMITS, ETC. FOR FINANCIAL HOLDING COMPANIES

ARTICLE 7 (LIMIT ON CONTROL RELATIONSHIP BETWEEN FINANCIAL INSTITUTIONS AND
          FINANCIAL HOLDING COMPANIES)

         A financial holding company shall not be in the control relationship
         (hereafter in this Article referred to as the "control relationship"),
         prescribed by the Presidential Decree, with any financial institutions
         (including any financial institutions

<PAGE>

         incorporated in accordance with the foreign Acts and subordinate
         statutes): Provided, That this shall not apply to the case falling
         under any of the following subparagraphs:

         1.Where a financial holding company is in the control relationship with
         another financial holding company, and where the requirements
         prescribed by the Presidential Decree are met; or

         2.Where a securities investment company is in the control relationship
         with a financial holding company.

         [This Article Wholly Amended by Act No. 6692, Apr. 27, 2002]


ARTICLE 8 (LIMIT, ETC. ON POSSESSION OF STOCKS OF BANK HOLDING COMPANY)


         (1) The same person shall not hold stocks of any bank holding company
         in excess of 10/100 of the total number of voting stocks issued by such
         bank holding company: Provided, That this shall not apply to the cases
         falling under any of the following subparagraphs, paragraph (3) and
         Article 8-2 (3):

         1.Where the Government or the Korea Deposit Insurance Corporation
         established in accordance with the Depositor Protection Act holds
         stocks issued by any bank holding company;

         2.Where stocks of a bank holding company concerned which is controlled
         by a financial holding company are being held; or

         3.Where less than 15/100 of the total number of the voting stocks of a
         local bank holding company are being held.

         (2) When the same person (excluding those prescribed by the
         Presidential Decree) comes to fall under any of the following
         subparagraphs, he shall report the Financial

<PAGE>

         Supervisory Commission in the manner prescribed by the Presidential
         Decree:

         1.When he holds in excess of 4/100 of the total number of outstanding
         stocks with voting right of a bank holding company (excluding a local
         bank holding company; hereafter in this paragraph the same shall
         apply);

         2.When the same person who falls under subparagraph 1 becomes the
         largest stockholder of the bank holding company concerned; or

         3.When the proportion of stock possession of the same person who falls
         under subparagraph 1 changes above 1/100 of the total outstanding
         stocks with voting right of the bank holding company concerned.

         (3) Notwithstanding the provisions of the main sentence in the part
         other than the subparagraphs of paragraph (1), whenever the same person
         exceeds the respective limit classified in the following subparagraphs,
         he may hold the stocks of a bank holding company on the respective
         approval of the Financial Supervisory Commission: Provided, That the
         Financial Supervisory Commission may approve, only when it regards it
         necessary in consideration of the possibility of contribution to the
         efficiency and soundness of the banking business, the stock
         distribution among the stockholders of the bank holding company
         concerned, etc., by designating other possession limits besides the
         limits stipulated in the subparagraphs, and in case where the same
         person intends to hold in excess of the approved limit, he shall again
         obtain a separate approval from the Financial Supervisory Commission:

         1.Limit stipulated in the main sentence of paragraph (1) excluding the
         subparagraphs thereof (in the case of a local bank holding company, the
         limit stipulated in paragraph (1) 3);

         2.25/100 of the total number of outstanding stocks with voting right
         of the bank holding company concerned; and


<PAGE>


         3.33/100 of the total number of outstanding stocks with voting right of
         the bank holding company concerned.

         (4) In case where the Financial Supervisory Commission does not approve
         pursuant to the provisions of paragraph (3), it shall clarify the valid
         reason and inform the applicant of it within the time frame prescribed
         by the Presidential Decree.

         (5) In applying the provisions of paragraph (3), the qualifications of
         the persons eligible to hold the stocks of a bank holding company,
         requirements and procedures of approval regarding the possession of
         stocks, and other necessary matters shall be prescribed by the
         Presidential Decree considering the possibility of danger that will
         obstruct the soundness of the bank holding company concerned, the
         appropriateness of the asset size and the financial status, the size of
         credit grant by the bank holding company concerned, and the possibility
         to contribute to the efficiency and soundness of the financial
         industry, etc.

         (6) In case where a securities investment company holds stocks of a
         bank holding company with approval pursuant to the provisions of
         paragraph (3), the provisions of Article 28 (2) 1 and 2 of the
         Securities Investment Company Act shall not apply to the securities
         investment company concerned.
         [This Article Wholly Amended by Act No. 6692, Apr. 27, 2002]


ARTICLE 8-2 (LIMITATION ON POSSESSION OF STOCKS, ETC. OF NON-FINANCIAL DEVOTEE)


         (1) Notwithstanding the provisions of Article 8 (1), a non-financial
         devotee (including those excluded from the enterprise group, etc.
         subject to limitations on mutual investment under Article 14-2 of the
         Monopoly Regulation and Fair Trade Act, and consequently becoming not
         to fall under the non-financial devotee category, for whom the period
         of time prescribed by the Presidential Decree from the date of such
         exclusion has not yet elapsed; hereafter in paragraph (2), the same
         shall apply) shall not possess in excess of 4/100 (15/100, in the case
         of a local bank

<PAGE>

         holding company) of the total outstanding stocks with voting right of
         a bank holding company.

         (2) Notwithstanding the provisions of paragraph (1), in case where a
         non-financial devotee has been approved by the Financial Supervisory
         Commission by satisfying the requirements of financial soundness, etc.
         prescribed by the Presidential Decree on condition that it shall not
         exercise the voting right of the stocks of a bank holding company that
         it intends to hold in excess of the limit of paragraph (1) (excluding
         the case of a local bank holding company), it may hold stocks up to the
         limit stipulated in the main sentence in the part other than the
         subparagraphs of Article 8 (1).

         (3) Notwithstanding the provisions of paragraph (1) and (2), the
         provisions of Article 8 (1) and (3) shall apply to a non-financial
         devotee who has filed with the Financial Supervisory Commission and has
         been approved the plan to changeover (hereinafter referred to as the
         "changeover plan") within two years not to stay as being a
         non-financial devotee any more.

         (4) The approval requirements for the changeover plan and other
         necessary matters regarding the deliberation of approval shall be
         prescribed by the Presidential Decree.
         [This Article Newly Inserted by Act No. 6692, Apr. 27, 2002]


ARTICLE 8-3 (APPRAISAL, CHECKUP, ETC OF CHANGEOVER PLAN)


         (1) A non-financial devotee, who intends to apply for approval in
         accordance with the provisions of Article 8-2 (3), shall file a
         changeover plan with the Financial Supervisory Commission, and in case
         where the Financial Supervisory Commission acknowledges an appraisal by
         an expert organization is needful, the appraisal may be executed as
         stipulated by the Financial Supervisory Commission.


<PAGE>

         (2) The Financial Supervisory Commission shall periodically checkup the
         compliance status of the changeover plan of the non-financial devotee
         (hereinafter referred to as the "object of changeover"), who holds
         stocks of a bank holding company in excess of the limit stipulated in
         Article 8-2 (1) after the changeover plan has been approved in
         accordance with the provisions of paragraph (3) of the same Article,
         and announce in public the result by means of personal computer
         communication, etc.

         (3) In case where an object of changeover is not acknowledged to be
         executing the changeover plan as the result of a checkup pursuant to
         the provisions of paragraph (2), the Financial Supervisory Commission
         may set up a time frame of up to six months and order him to execute
         it.

         (4) An object of changeover who falls under any of the following
         subparagraphs shall not be eligible to exercise the voting right of the
         stocks of a bank holding company held in excess of the limit stipulated
         in Article 8-2 (1):

         1.An object of changeover who has been ordered by the Financial
         Supervisory Commission to execute pursuant to the provisions of
         paragraph (3); or

         2.An object of changeover who has been ascertained to have been
         involved in an illegal dealing with a bank holding company, etc. as the
         result of an inspection by the Governor of the Financial Supervisory
         Service pursuant to Article 51-2 (1) 2.

         (5) In case where an object of changeover falls under any of the
         following subparagraphs, the Financial Supervisory Commission may set
         up a time frame of up to six months and order him to dispose of the
         surplus stocks of a bank holding company held in excess of the limit
         stipulated in Article 8-2 (1):

         1.Where an execution order pursuant to the provisions of paragraph (3)
         is not executed; or

         2.Where he falls under paragraph (4) 2.

<PAGE>

         [This Article Newly Inserted by Act No. 6692, Apr. 27, 2002]


ARTICLE 9
         Deleted. (by Act No. 6692, Apr. 27, 2002)


ARTICLE 10 (LIMITATIONS PLACED ON VOTING RIGHTS ON STOCKS HELD IN EXCESS OF
           LIMIT)


         (1) Any person who holds stocks issued by a bank holding company in
         excess of the stock-holding limit described in Articles 8 (1) and (3)
         or 8-2 (1) and (2) shall be prohibited from exercising voting rights
         on any stocks held in excess of the stock-holding limit and make
         without any delay his stockholdings consistent with the stock-holding
         limit. (Amended by Act No. 6692, Apr. 27, 2002)

         (2) With respect to any person who fails to observe the provisions of
         paragraph (1), the Financial Supervisory Commission may order him to
         dispose of stocks held in excess of the stock-holding limit within a
         fixed period of not more than 6 months.


ARTICLE 10-2 (DELIBERATION OF ELIGIBILITY, ETC. OF STOCKHOLDERS EXCEEDING LIMIT
             OF POSSESSION)


         (1) The Financial Supervisory Commission shall deliberate in accordance
         with the prescriptions of the Presidential Decree whether those holding
         stocks of a bank holding company pursuant to the provisions of Articles
         8 (3) and 8-2 (3) (hereafter in this article referred to as
         "stockholders exceeding the limit of possession") keep on satisfying
         the qualifications and requirements for approval under Article 8 (5)
         (hereafter in this Article referred to as the "requirements of
         excessive possession") even after they hold the stocks concerned.

<PAGE>

         (2) When necessary for the deliberation pursuant to the provisions of
         paragraph (1), the Financial Supervisory Commission may ask a bank
         holding company or stockholders exceeding limit of possession to
         provide necessary data or information.

         (3) When the Financial Supervisory Commission acknowledges the
         stockholders exceeding the limit of possession do not satisfy the
         requirements of excessive possession as the result of deliberation
         pursuant to the provisions of paragraph (1), it may set up a time frame
         of up to six months and order them to satisfy the requirements of
         excessive possession.

         (4) The stockholders who have been ordered pursuant to the provisions
         of paragraph (3) shall not be eligible to exercise the voting right of
         the stocks of a bank holding company held in excess of the limit
         stipulated in Article 8 (3) 1 (in case where the stockholders exceeding
         the limit of possession are non-financial devotees, the limit
         stipulated in Article 8-2 (1) applies; hereafter the same shall apply
         in paragraph (5)) till they execute such order.

         (5) When the stockholders exceeding the limit of possession do not
         execute the order pursuant to the provisions of paragraph (3), the
         Financial Supervisory Commission may set up a time frame of up to six
         months and order them to dispose of the surplus stocks of a bank
         holding company held in excess of the limit stipulated in Article 8 (3)
         1.

         [This Article Newly Inserted by Act No. 6692, Apr. 27, 2002]


ARTICLES 11 AND 12
         Deleted. (by Act No. 6692, Apr. 27, 2002)


ARTICLE 13 (EXCEPTIONS FOR BANK HOLDING COMPANY)

         Any bank holding company may hold voting stocks issued by a bank in
         excess of 10/100 of the total number of voting stocks issued by such
         bank, notwithstanding

<PAGE>

          the main sentence of Article 15 (1) of the Banking Act. (Amended by
          Act No. 6692, Apr. 27, 2002)


ARTICLE 14
         Deleted. (by Act No. 6692, Apr. 27, 2002)


       CHAPTER IV BUSINESS OF FINANCIAL HOLDING COMPANY AND INCORPORATION
                        OF COMPANY INTO SUBSIDIARY, ETC.

ARTICLE 15 (BUSINESS)

         Any financial holding company shall be prohibited from running other
         business for the purpose of earning profits except for the business
         that is prescribed by the Presidential Decree as incidental to the
         business of managing its subsidiaries.


ARTICLE 16 (APPROVAL FOR INCORPORATION OF COMPANY INTO SUBSIDIARY)


         (1) Any financial holding company (excluding any financial holding
         company that is controlled by other financial holding company;
         hereafter the same in this Chapter shall apply) shall, where it
         incorporates a company into a new subsidiary and its subsidiary
         incorporates a company into a new sub-subsidiary, obtain approval
         thereof from the Financial Supervision Commission.

         (2) Any person who intends to obtain approval under paragraph (1) shall
         file an application therefor with the Financial Supervisory Commission
         under the conditions

<PAGE>

         as prescribed by the Presidential Decree.

         (3) The Financial Supervisory Commission may attach conditions to the
         approval given under paragraph (1).


ARTICLE 17 (REQUIREMENTS FOR APPROVING INCORPORATION OF COMPANY INTO SUBSIDIARY)


         (1) Any financial holding company that intends to obtain the approval
         described in Article 16 shall meet requirements falling under each of
         the following subparagraphs: (Amended by Act No. 6692, Apr. 27, 2002)

         1.The business plan of a company incorporated into subsidiaries, etc.
         is required to be appropriate and sound;

         2.The financial standing and business management of such financial
         holding company and its subsidiaries, etc. are required to be sound;
         and

         3.The stock swap is required to be appropriate in the event that a
         company is incorporated into a subsidiary, etc. through the stock
         swap.

         (2) In giving the approval of paragraph (1), the Financial Supervisory
         Commission shall consult in advance with the Fair Trade Commission
         about whether the incorporation of a company into a subsidiary, etc.
         substantially limits competition on the related market.

         (3) Detailed requirements for giving the approval of paragraph (1)
         shall be determined by the Presidential Decree.


ARTICLE 18 (REPORT ON INCORPORATION OF COMPANY INTO SUBSIDIARY, ETC.)

<PAGE>

         (1) Any financial holding company that has incorporated a company,
         prescribed by the Presidential Decree taking into account the type and
         characteristics, etc. of such company (hereinafter referred to as a
         "company subject to report"), into a subsidiary, etc. shall file a
         report thereof with the Financial Supervisory Commission under the
         conditions as prescribed by the Presidential Decree notwithstanding the
         provisions of Article 16 (1).

         (2) The Financial Supervisory Commission shall, upon receiving the
         report filed under paragraph (1), consult with the Fair Trade
         Commission about whether the incorporation of such subsidiary, etc.
         substantially limits competition on the related market.

         (3) The Financial Supervisory Commission may, where it is recognized
         that a subsidiary, etc. incorporated under paragraph (1) does not fall
         under a company subject to report or its incorporation substantially
         limits competition in the related market, set up a time frame of up to
         six months and order the financial holding company involved or the
         subsidiary involved to dispose of stocks of the newly incorporated
         subsidiary, etc. (Amended by Act No. 6692, Apr. 27, 2002)

         (4) When a financial holding company or a subsidiary thereof is
         ordered to dispose of stocks pursuant to the provisions of paragraph
         (3), it shall not be eligible to exercise the voting right of the
         stocks ordered to dispose of from the day it was ordered. (Newly
         Inserted by Act No. 6692, Apr. 27, 2002)

         (5) In case where a financial holding company or a subsidiary thereof
         incorporates a company subject to report into a subsidiary, etc., the
         provisions of Article 24 of the Act on the Structural Improvement of
         the Financial Industry shall not apply. (Newly Inserted by Act No.
         6692, Apr. 27, 2002)


ARTICLE 19 (SUB-SUBSIDIARY)

<PAGE>

         (1) Every subsidiary of a financial holding company shall be prohibited
         from controlling other company with the exception of the company
         falling under any of the following subparagraphs: Provided, That with
         respect to a company that controls other company at the time that the
         former becomes a subsidiary, the same shall not be applied for two
         years from the date on which the former becomes a subsidiary:

         1.A financial institution, prescribed by the Presidential Decree,
         which is related in business to the subsidiary concerned; and

         2.A company, prescribed by the Presidential Decree, which is related
         closely to running the financial business.

         (2) Every sub-subsidiary of a financial holding company shall be
         prohibited from controlling any other company: Provided, That with
         respect to a company that controls other company at the time that the
         former becomes a sub-subsidiary, the same shall not be applied for two
         years from the date on which the former becomes a sub-subsidiary.


                               CHAPTER V DELETED.

ARTICLES 20 THROUGH 37
         Deleted. (by Act No. 6692, Apr. 27, 2002)


                CHAPTER VI OPERATION OF FINANCIAL HOLDING COMPANY

<PAGE>

ARTICLE 38 (QUALIFICATION REQUIREMENTS FOR OFFICERS)

         A person falling under any of the following subparagraphs shall not
         become an officer of any financial holding company and he shall, if
         found to fall under any of the following subparagraphs after becoming
         an officer, lose his office:

         1.A minor, a person of incompetence or a person of quasi-incompetence;

         2.A bankrupt who has yet to be reinstated;

         3.A person who was sentenced to imprisonment without prison labor or a
         heavier punishment and for whom 5 years have yet to elapse from the
         date on which the execution of the sentence was terminated (including
         the case where the execution of the sentence is deemed to be
         terminated) or the execution of the sentence was exempted;

         4.A person who was sentenced to a fine or a heavier punishment under
         this Act or finance-related Acts and subordinate statutes prescribed by
         the Presidential Decree and for whom 5 years have yet to elapse from
         the date on which the execution of the sentence was terminated
         (including the case where the execution of the sentence is deemed to be
         terminated) or the execution of the sentence was exempted;

         5.A person who is in a stay period after having been sentenced to a
         stay of the execution of the imprisonment without prison labor or a
         heavier punishment;

         6.A person who has been removed from his office under this Act or
         finance-related Acts and subordinate statutes prescribed by the
         Presidential Decree or dismissed by a disciplinary action and for whom
         5 years have yet to elapse from the date on which he was removed from
         his office or dismissed by the disciplinary action; and

         7.A person who worked as an officer or an employee of a corporation or
         a company whose business license or authorization, etc. was cancelled
         in accordance with this


<PAGE>

         Act or finance-related Acts and subordinate statutes prescribed by the
         Presidential Decree (limited to a person, prescribed by the
         Presidential Decree, who was directly or correspondingly responsible
         for the occurrence of the cause of such cancellation) and for whom 5
         years have yet to elapse from the date on which such business license
         or authorization, etc. was cancelled.


ARTICLE 39 (RESTRICTIONS ON CONCURRENT HOLDING OF OFFICE BY OFFICERS)


         (1) Any officer who works as a managing director for a financial
         holding company shall, where he is in conflict with the interest of
         customers of a subsidiary, etc. of such financial holding company or he
         is feared to undermine the sound management of such subsidiary, etc.,
         which are all prescribed by the Presidential Decree, be prohibited from
         working as a managing director for other company or running other
         business of earning profits.

         (2) Any officer and any employee of a financial holding company may
         become an officer of the subsidiary, etc. of such financial holding
         company notwithstanding paragraph (1) and other finance-related Acts
         and subordinate statutes.

         (3) Notwithstanding other Acts and subordinate statutes, officers of a
         subsidiary, etc. of a financial holding company may become officers of
         another subsidiary, etc. of such financial holding company, which
         engages in the same type of business. (Newly Inserted by Act No. 6692,
         Apr. 27, 2002)


ARTICLE 40 (APPOINTMENT OF OUTSIDE DIRECTOR)


         (1) Every financial holding company (limited to any financial holding
         company prescribed by the Presidential Decree taking into account the
         assets, etc. of such financial holding company and its subsidiaries;
         hereafter in this Article, Articles 41

<PAGE>

         and 21, the same shall apply) shall have not less than three directors
         who do not serve as managing directors on the board of directors
         (hereinafter referred to as "outside directors") and the number of
         such outside directors shall not be less than a half of the total
         number of directors.

         (2) Every financial holding company shall establish a committee
         mandated to recommend candidates for outside directors (hereinafter
         referred to as a "committee mandated to recommend candidates for
         outside directors") under Article 393-2 of the Commercial Act. In this
         case, outside directors shall make up not less than a half of members
         of the committee mandated to recommend candidates for outside
         directors.

         (3) Outside directors shall be appointed at a general meeting of
         stockholders from among persons recommended by the committee mandated
         to recommend candidates for outside directors under paragraph (2).

         (4) A person falling under any subparagraph of Article 54-5 (4) of the
         Securities and Exchange Act shall not become an outside director and he
         shall, if found to fall under such provisions after becoming an outside
         director, lose his office.

         (5) Any financial holding company shall, where the makeup of the board
         of directors is made inconsistent with the requirements as described
         in paragraph (1) on the grounds of resignation or death of any outside
         director, make the composition of the board of directors consistent
         with the requirements of paragraph (1) at a stockholders' meeting
         called first from the date on which such grounds accrued. (Amended by
         Act No. 6692, Apr. 27, 2002)

         (6) The provisions of the later part of paragraph (2) shall not apply
         to any company that is required to appoint outside directors due to
         falling under the requirements of paragraph (1) for the first time.


ARTICLE 41 (AUDIT COMMITTEE)

<PAGE>

         (1) Every financial holding committee shall establish an audit
         committee (referring to the audit committee under Article 415-2 of the
         Commercial Act; hereinafter the same shall apply).

         (2) Outside directors shall make up not less than 2/3 of the total
         number of members of any audit committee.

         (3) Members of any audit committee, who are not outside directors,
         shall not fall under any subparagraph of Article 191-12 (3) of the
         Securities and Exchange Act.

         (4) The composition of any audit committee shall, where it is made
         inconsistent with the requirement of paragraph (2) on the grounds of
         resignation or death, etc. of members, be made consistent with such
         requirement at a regular general meeting of the stockholders called
         first from the date on which such grounds accrued.

         (5) The provisions of the proviso of Article 415-2 (2) of the
         Commercial Act shall not apply to the makeup of any audit committee
         established in accordance with paragraph (1).


ARTICLE 42 (EXERCISE OF STOCKHOLDER' RIGHT)


         (1) Any person who has continued to hold stocks equivalent to not less
         than 5/100,000 of the total number of stocks issued by a financial
         holding company for not less than 6 months as prescribed by the
         Presidential Decree may exercise his right as a stockholder in
         accordance with the provisions of Article 403 of the Commercial Act
         (including the case where the provisions are applied mutatis mutandis
         under Articles 324, 415, 424-2, 467-2 and 542 of the Commercial Act).

         (2) Any person who has continued to hold stocks equivalent to not less
         than

<PAGE>

         250/100,000 (not less than 125/100,000 in case of a financial holding
         company prescribed by the Presidential Decree) of the total number of
         stocks issued by a financial holding company for not less than 6
         months as prescribed by the Presidential Decree may exercise his right
         as a stockholder in accordance with the provisions of Articles 385 of
         the Commercial Act (including the case where the provisions are
         applied mutatis mutandis under Article 415 of the same Act) and
         Articles 402 and 539 of the Commercial Act.

         (3) Notwithstanding the provisions of paragraph (2), any person who
         has continued to hold stocks equivalent to not less than 25/100,000
         (not less than 125/1,000,000 in the case of a bank holding company
         prescribed by the Presidential Decree) of the total number of the
         outstanding stocks of a bank holding company in a manner prescribed by
         the Presidential Decree for not less than six months may exercise his
         right as a stockholder stipulated in Article 402 of the Commercial
         Act. (Newly Inserted by Act No. 6692, Apr. 27, 2002)

         (4) Any person who has continued to hold stocks equivalent to not less
         than 50/10,000 (not less than 25/10,000 in case of a financial holding
         company prescribed by the Presidential Decree) of the total number of
         voting stocks issued by a financial holding company for not less than
         6 months as prescribed by the Presidential Decree may exercise his
         right as a stockholder in accordance with Articles 363-2 and 466 of
         the Commercial Act. (Amended by Act No. 6692, Apr. 27, 2002)

         (5) Notwithstanding the provisions of paragraph (4), any person who
         has continued to hold stocks equivalent to not less than 5/10,000 (not
         less than 25/100,000 in the case of a bank holding company prescribed
         by the Presidential Decree) of the total number of the outstanding
         stocks of a bank holding company in a manner prescribed by the
         Presidential Decree for not less than six months may exercise his
         right as a stockholder stipulated in Article 466 of the Commercial
         Act. (Newly Inserted by Act No. 6692, Apr. 27, 2002)

         (6) Any person who has continued to hold stocks equivalent to not less
         than

<PAGE>

         150/10,000 (not less than 75/10,000 in case of a financial holding
         company prescribed by the Presidential Decree) of the total number of
         stocks issued by a financial holding company for not less than 6 months
         as prescribed by the Presidential Decree, may exercise his right as a
         stockholder in accordance with the provisons of Articles 366 and 467 of
         the Commercial Act. In this case, the exercise of his right as a
         stockholder under Article 366 of the Commercial Act shall be based on
         voting stocks.

         (7) Any stockholder described in paragraph (1) may, when he wins a case
         after filing a litigation under the provisions of Article 403 of the
         Commercial Act (including the case where the provisions are applied
         mutatis mutandis under Articles 324, 415, 424-2, 467-2 and 542 of the
         Commercial Act), apply to any financial holding company for paying
         litigation costs and all other costs resulting from such litigation.


ARTICLE 43 (LIMITS TO INVESTMENT IN SECURITIES)

         Any financial holding company shall be prohibited from investing in
         securities under the Securities and Exchange Act (excluding securities
         issued by subsidiaries belonging to such financial holding company) in
         excess of an amount derived from subtracting the total amount of
         investments made in its subsidiaries from its capital. In this case,
         the method of computing the equity capital shall be determined by the
         Presidential Decree.


ARTICLE 44 (LIMITS TO HOLDING STOCKS OF OTHER COMPANY)


         (1) Any financial holding company may hold stocks issued by other
         company that is not its subsidiary, etc. within the limit of 5/100 of
         the total number of stocks issued by such company: Provided, That the
         same shall not apply to the case where the holding of such stocks falls
         under Article 8-2 (1) 3 (the main sentence) or 4 of the

<PAGE>

         Monopoly Regulation and Fair Trade Act (excluding the case where a bank
         holding company falls under subparagraph 4 of the same paragraph).
         (Amended by Act No. 6692, Apr. 27, 2002)

         (2) Where a financial holding company holds stocks issued by another
         company (excluding a financial institution or any company related
         closely to the financial business) in accordance with the provisons of
         the main sentence of paragraph (1), such financial holding company
         shall exercise its voting right not to affect the voting stocks derived
         from subtracting the number of stocks held by itself from the total
         number of stocks issued by other company at a general meeting of
         stockholders of such other company.


ARTICLE 45 (LIMIT TO EXTENDING CREDITS)


         (1) The total amount of credits extended by a financial holding company
         (excluding any financial holding company controlled by other financial
         holding company; hereafter the same in this Article shall apply) and
         its subsidiary, etc. (hereafter in this Article referred to as the
         "financial holding company, etc.") to the same borrower (referring to
         the same borrower under Article 35 (1) of the Banking Act) shall not
         exceed 25/100 of the net total amount of the equity capital of the
         financial holding company, etc.: Provided, That the same shall not
         apply to the case falling under any of the following subparagraphs,
         which is prescribed by the Presidential Decree:

         1.Where it is necessary for the national economy and for securing the
         effectiveness of credits extended by the financial holding company,
         etc.; and

         2.Where the limit described in the main sentence is exceeded by a
         change in the equity capital and the same borrower, etc. although the
         financial holding company, etc. does not extend any additional credit.


<PAGE>

         (2) The total amount of credits extended by the financial holding
         company, etc. to the same individual or the same corporation shall not
         exceed the net total amount of 20/100 of its equity capital: Provided,
         That the same shall not apply to the case falling under the cause of
         proviso of paragraph (1). (Amended by Act No.6692, Apr. 27, 2002)

         (3) The total amount of credits extended by the financial holding
         company, etc. to the same person who holds stocks in excess of 10/100
         of the total number of voting stocks issued by a financial holding
         company shall not exceed an amount computed according to the method
         prescribed by the Presidential Decree within the limit of 25/100 of the
         net total amount of the equity capital of the financial holding
         company, etc.: Provided, That the same shall not apply to the case
         falling under the cause of proviso of paragraph (1). (Amended by Act
         No. 6692, Apr. 27, 2002)

         (4) The financial holding company, etc. shall, where its credits exceed
         the limit described in paragraph (1), (2), or (3) (the main sentence),
         make such credits consistent with such limit, as prescribed by the
         Presidential Decree, within one year from the date on which such limit
         was exceed: Provided, That where there are unavoidable reasons
         prescribed by the Presidential Decree, the Financial Supervisory
         Commission may extend the period of one year to a fixed period.

         (5) The scope of the subsidiary, etc. referred to in paragraphs (1)
         through (4), standards for extending credits and the method of
         computing the equity capital and the net total amount shall be
         determined by the Presidential Decree.


ARTICLE 45-2 (LIMIT, ETC. OF CREDIT GRANT TO LARGE STOCKHOLDERS OF BANK HOLDING
             COMPANY)


         (1) The total amount of credit grants that a bank holding company, etc.
         (excluding a financial holding company controlled by another bank
         holding company, hereafter in this Article and Articles 45-3 through
         45-5, the same shall apply) can extend to the large stockholders of the
         bank holding company concerned shall not exceed the

<PAGE>

         smaller amount between amount equivalent to the value of the rate,
         prescribed by the Presidential Decree which is within the extent of
         25/100, of the net total amount of such bank holding company's own
         capital, and the amount equivalent to the value of the investment
         proportion of such large stockholders of the bank holding company
         concerned: Provided, That in case where the bank holding company, etc.
         falls under the cause of the proviso of Article 45 (1), this shall not
         apply.

         (2) The total amount of credit grants that a bank holding company, etc.
         can extend to all the large stockholders of the bank holding company
         concerned shall not exceed the amount equivalent to the value of the
         rate, prescribed by the Presidential Decree which is within the extent
         of 25/100, of the net total amount of such bank holding company's own
         capital.

         (3) A bank holding company shall not, for the purpose of evasion from
         the credit grant limit pursuant to the provisions of paragraphs (1) and
         (2), cross-extend credits with other bank holding companies, etc. or
         banks.

         (4) When a bank holding company, etc. intends to extend credit grants
         (including the transaction prescribed by the Presidential Decree;
         hereafter in this Article, the same shall apply) to the large
         stockholders of the bank holding company concerned not less than the
         amount prescribed by the Presidential Decree, it shall be subject to
         the decision of the board of directors in advance. In this case, the
         board of directors shall decide by unanimous approval of all the
         directors on the register.

         (5) When a bank holding company, etc. has extended credit grants to the
         large stockholders of the bank holding company concerned not less than
         the amount prescribed by the Presidential Decree, it shall report such
         fact to the Financial Supervisory Commission and announce in public by
         means of personal computer communication, etc.

         (6) A bank holding company, etc. shall announce in public by means of
         personal computer communication, etc. the matters regarding the credit
         grants to the large stockholders of the financial institutions
         concerned quarterly as prescribed by the

<PAGE>

         Presidential Decree.

         (7) The extent of subsidiary, standard of credit grant, method of
         calculating one's own capital and the net total amount of one's own
         capital pursuant to the provisions of paragraphs (1) through (6) shall
         be prescribed by the Presidential Decree. [This Article Newly Inserted
         by Act No. 6692, Apr. 27, 2002]


ARTICLE 45-3 (ACQUISITION LIMIT, ETC. OF STOCKS ISSUED BY LARGE STOCKHOLDERS)


         (1) A bank holding company, etc. shall not acquire (including
         acquisition by trust business operation; hereafter in this Article, the
         same shall apply) stocks (including the investment equity; hereafter in
         this Article, the same shall apply) issued by the large stockholders in
         excess of the amount equivalent to the value of the rate, prescribed by
         the Presidential Decree, within the extent of 1/100 of the net total
         amount of its own capital.

         (2) In case where persons who have not been the large stockholders
         become the new large stockholders, and consequently a bank holding
         company, etc. comes to exceed the limit pursuant to the provisions of
         paragraph (1), the bank holding company concerned shall dispose of the
         surplus stocks within the time frame prescribed by the Presidential
         Decree.

         (3) When a bank holding company, etc. intends to acquire the stocks
         issued by the large stockholders of the bank holding company concerned
         not less than the amount prescribed by the Presidential Decree, it
         shall be subject to the decision of the board of directors in advance.
         In this case, the board of directors shall decide by unanimous approval
         of all the directors on the register.

         (4) When a bank holding company, etc. has acquired the stocks issued by
         the large stockholder of the bank holding company concerned not less
         than the amount prescribed by the Presidential Decree, it shall report
         such fact to the Financial

<PAGE>


         Supervisory Commission and announce in public by means of personal
         computer communication, etc.

         (5) A bank holding company, etc. shall announce in public by means of
         personal computer communication, etc. the matters regarding the
         acquisition of the stocks issued by the large stockholders of the bank
         holding company concerned quarterly as prescribed by the Presidential
         Decree.

         (6) In exercising the voting right of the stocks issued by a large
         stockholder of the bank holding company concerned, the bank holding
         company, etc. shall exercise in a way that does not affect the contents
         of resolution that can be carried by the number of stocks obtained by
         subtracting the number of stocks held by the bank holding company
         concerned, etc. from the number of stocks attending the stockholders'
         meeting of the large stockholder concerned: Provided, That in case
         where it is evidently expected that loss to the bank holding company
         concerned, etc. will occur by such cases as merger of the large
         stockholder, transfer and takeover of business operations, appointment
         and dismissal of officers, and other matters equivalent to these, this
         shall not apply.

         [This Article Newly Inserted by Act No. 6692, Apr. 27, 2002]


ARTICLE 45-4 (PROHIBITION FROM EXERCISE OF UNREASONABLE INFLUENCE BY LARGE
             STOCKHOLDERS)

         A large stockholder of a bank holding company shall not be involved in
         an act falling under any of the following subparagraphs for the purpose
         of his personal interest contrary to the interest of such bank holding
         company:

         1.An act of demanding that the bank holding company concerned, etc.
         furnish undisclosed data or information in order to use unjustifiable
         influence: Provided, That the cases falling under the provisions of
         Article 42 (5) are excluded;

         2.An act of using unjustifiable influence on the personnel management
         or business operation of the bank holding company concerned, etc. in
         consultation with other

<PAGE>

         stockholders under the condition of supply of a benefit in return such
         as an economic gain, etc.;

         3.An act of using influence on the business operations of the bank
         holding company concerned, etc. such as demanding early withdrawal of
         credit grants, etc. for the purpose of interference with the business
         activities of a competing business operator: or

         4.Other acts equivalent to subparagraphs 1 through 3 and prescribed by
         the Presidential Decree.

         [This Article Newly Inserted by Act No. 6692, Apr. 27, 2002]


ARTICLE 45-5 (DEMAND, ETC. TO SUBMIT DATA TO LARGE STOCKHOLDERS)


         (1) When the Financial Supervisory Commission acknowledges a bank
         holding company, etc. or the large stockholders of such bank holding
         company are suspected of having violated the provisions of Articles
         45-2 through 45-4, it may demand that the bank holding company, etc. or
         the large stockholders of such bank holding company submit necessary
         data.

         (2) In case where the difficulty in financial structure due to the
         super-abundance, etc. of liability over assets of a large stockholder
         of a bank holding company, is apprehended to be substantially
         detrimental to the operational soundness of such bank holding company,
         etc., and prescribed by the Presidential Decree, the Financial
         Supervisory Commission may take measures prescribed by the Presidential
         Decree such as ordering, etc. the bank holding company, etc. to limit
         credit grants to the large stockholder of the bank holding company
         concerned.

         [This Article Newly Inserted by Act No. 6692, Apr. 27, 2002]


ARTICLE 46 (INVESTMENT OF FINANCIAL HOLDING COMPANY)

<PAGE>

         Any financial holding company shall be prohibited from holding stocks
         issued by its subsidiaries in excess of its equity capital: Provided,
         That the same shall not apply to a capital increase for improving the
         financial standing of the subsidiary, etc. and the case prescribed by
         the Presidential Decree. In this case, the method of computing the
         equity capital shall be determined by the Presidential Decree.


ARTICLE 47
         Deleted. (by Act No. 6692, Apr. 27, 2002)


ARTICLE 48 (RESTRICTIONS ON ACTS BY SUBSIDIARIES, ETC.)


         (1) Subsidiaries, etc. of any financial holding company shall be
         prohibited from performing the act falling under any of the following
         subparagraphs: Provided, That the same shall not apply to the case
         where such subsidiaries, etc. are incorporated into a new financial
         holding company and other cases prescribed by the Presidential Decree:

         1.Act of extending credits to a financial holding company to which such
         subsidiaries, etc. belong;

         2.Act of holding stocks issued by other subsidiaries, etc. (excluding
         any company controlled directly by such subsidiaries, etc.) of a
         financial holding company to which such subsidiaries, etc. belong; and

         3.Act of extending credits to other subsidiaries, etc. of a financial
         holding company to which such subsidiaries, etc. belong in excess of
         the standards prescribed by the Presidential Decree.

         (2) Where subsidiaries, etc. belonging to the same financial holding
         company extend

<PAGE>

         credits to each other, such subsidiaries, etc. shall secure appropriate
         securities according to the standards prescribed by the Presidential
         Decree: Provided, That the same shall not apply to the case where such
         subsidiaries, etc. extend credits to each other for their corporate
         restructuring in a manner that meets the requirements prescribed by the
         Financial Supervisory Commission.

         (3) Bad assets prescribed by the Presidential Decree shall not be
         traded between any financial holding company and its subsidiaries, etc.
         and between such subsidiaries, etc.: Provided, That the same shall not
         apply to transactions necessary for the corporate restructuring of such
         subsidiaries, etc. and other cases meeting the requirements prescribed
         by the Financial Supervisory Commission.

         (4) Any financial holding company and its subsidiaries, etc.
         (hereinafter referred to as the "financial holding company, etc.")
         shall observe the standards, such as joint publication and the joint
         utilization of the computer system, etc., prescribed by the
         Presidential Decree.

         (5) The subsidiaries, etc. of any financial holding company shall be
         prohibited from holding stocks issued by such financial holding
         company: Provided, That the same shall not apply to the case where the
         subsidiaries, etc. of such financial holding company acquire stocks
         issued by such financial holding company under Article 62-2 (1) of this
         Act or Article 342-2 of the Commercial Act. (Amended by Act No. 6692,
         Apr. 27, 2002)

         (6) Deleted. (by Act No. 6692, Apr. 27, 2002)

         (7) The subsidiaries, etc. of any financial holding company shall not,
         where they hold stocks issued by such financial holding company or
         other subsidiaries, etc. of such financial holding company, be allowed
         to exercise voting rights thereof.

         (8) The scope of subsidiaries, etc. described in paragraphs (1) 1 and 3
         and (2) and standards for extending credits shall be determined by the
         Presidential Decree.

<PAGE>

ARTICLE 48-2 (SUPPLY AND MANAGEMENT OF PERSONAL CREDIT INFORMATION)


         (1) Notwithstanding the provisions of Articles 23 and 24 (1) of the Use
         and Protection of Credit Information Act, a financial holding company,
         etc. may supply credit information regarding a person (hereinafter
         referred to as the "personal credit information") pursuant to the
         provisions of subparagraphs 1, 3 and 4 of Article 23 of the same Act to
         let the financial holding company, etc. to which he belongs utilize for
         the purpose of business operation.

         (2) A securities company, which is a subsidiary, etc. of a financial
         holding company, may, notwithstanding the provisions of Article 59 of
         the Securities and Exchange Act, buy and sell securities through the
         securities company concerned, or supply information, regarding the
         total amount of money or securities deposited by a truster who intends
         to buy and sell securities, to let the financial holding company to
         which he belongs utilize for the purpose of business operation.

         (3) In case where a subsidiary, etc. supplies the personal credit
         information and information on the total amount of money or securities
         pursuant to the provisions of paragraphs (1) and (2), the provisions of
         Article 24 (2) of the Use and Protection of Credit Information Act
         shall not apply.

         (4) A financial holding company, etc. shall appoint not less than one
         person out of the officers of their own to act as a person in charge of
         the management of personal credit information, etc. (hereinafter
         referred to as a "credit information manager") for the strict
         management of personal credit information, etc.

         (5) A credit information manager shall prepare a business guidebook as
         set up by the Financial Supervisory Commission for the strict
         management of personal credit information, etc. and report the contents
         thereof to the Financial Supervisory Commission.


<PAGE>

         (6) A financial holding company, etc. shall set up a treatment policy
         of the personal credit information, etc. as prescribed by the
         Presidential Decree, and inform the other party of transaction of the
         financial holding company concerned, etc. thereof or announce it in
         public, and post it at the business office. [This Article Newly
         Inserted by Act No. 6692, Apr. 27, 2002]


ARTICLE 48-3 (RESTRICTION, ETC. ON TAKING BRIBES)


         (1) The officers and employees of a financial holding company shall not
         receive gifts, or offer and take or promise bribes in connection with
         their duty.

         (2) Those who are or have been officers and employees of a financial
         holding company shall not disclose the information that they came to
         know in the course of their duty to others or utilize it for purposes
         other than the business purpose.
         [This Article Newly Inserted by Act No. 6692, Apr. 27, 2002]


              CHAPTER VII SUPERVISION OF FINANCIAL HOLDING COMPANY

ARTICLE 49 (SUPERVISION)


         (1) The Financial Supervisory Commission may issue orders necessary to
         supervise financial holding companies, etc. for their sound management.

         (2) Subject to the regulations and instructions of the Financial
         Supervisory Commission, the Financial Supervisory Service shall
         supervise whether financial holding companies, etc. observe this Act,
         any other finance-related Acts and

<PAGE>

         subordinate statutes, and the regulations, orders and instructions of
         the Financial Supervisory Commission.


ARTICLE 50 (MANAGEMENT GUIDANCE STANDARDS)


         (1) Financial holding companies shall observe the management guidance
         standards set by the Financial Supervisory Commission according to the
         Presidential Decree with respect to matters falling under each of the
         following subparagraphs in order to maintain their sound management:

         1.Matters relating to the financial standing of financial holding
         companies and their subsidiaries, etc.;

         2.Matters relating to the current management state of financial holding
         companies and their subsidiaries, etc.; and

         3.Other matters necessary to secure the sound management.

         (2) The Financial Supervisory Commission may, when any financial
         holding company fails to observe the management guidance standards
         referred to in paragraph (1) and is feared to undermine greatly the
         soundness of its management, order such financial holding company to
         take necessary measures, such as the submission of a management
         improvement plan, an increase in capital, limits on dividends and
         disposal of stocks of its subsidiaries, etc., in order to improve its
         management.


ARTICLE 51 (AUDIT)


         (1) Every financial holding company and its subsidiaries, etc. shall
         undergo audits conducted by the Governor of the Financial Supervisory
         Service (hereinafter

<PAGE>

         referred to as the "Governor of the Financial Supervisory Service")
         with respect to their business and properties.

         (2) The Governor of the Financial Supervisory Service may, when he
         deems it necessary to conduct an audit, ask any financial holding
         company and its subsidiaries, etc. to report their business or
         properties, furnish data and get officials in charge to be present and
         state their opinions.

         (3) Persons who conduct the audit under paragraph (1) shall carry
         certificates showing their authority and produce them to persons
         concerned.

         (4) The Governor of the Financial Supervisory Service may ask auditors
         appointed by any financial holding company and its subsidiaries, etc.
         under the Act on External Audit of Stock Companies to furnish
         information they have learned as a result of audits of such financial
         holding company and its subsidiaries, etc. and other data pertaining to
         the soundness of their management.

         (5) The Governor of the Financial Supervisory Service shall, when he
         conducts an audit in accordance with paragraph (1), file a report
         thereof with the Financial Supervisory Commission. In this case, such
         report shall, when this Act, finance-related Acts and subordinate
         statutes, dispositions taken in accordance with this Act and the
         regulations of the Financial Supervisory Commission are found to have
         been violated, be appended by a statement of views with respect to the
         method of dealing with such violations.

         (6) The Financial Supervisory Commission may determine necessary
         matters concerning methods of and procedures for audit and the affairs
         of audit.


ARTICLE 51-2 (INSPECTION ON OBJECTS OF CHANGEOVER)


         (1) In case where it falls under any of the following subparagraphs,
         the Financial

<PAGE>

         Supervisory Commission may let the Governor of the Financial
         Supervisory Service inspect the operation and property status of the
         objects of changeover within the minimum extent necessary for its duty:

         1.Where it is necessary to ascertain the checkup result pursuant to the
         provisions of Article 8-3 (2); or

         2.Where it is acknowledged that the objects of changeover are highly
         likely to get involved in the illegitimate dealings with a bank holding
         company, etc. due to unhealthy financial status such as rapid increase
         in debt, occurrence of huge loss, etc.

         (2) The definite extent, method and other necessary matters regarding
         the inspection pursuant to the provisions of paragraph (1) shall be set
         up by the Financial Supervisory Commission.

         (3) The provisions of Article 51 (2) through (4) shall apply mutatis
         mutandis regarding the inspection pursuant to the provisions of
         paragraph (1).
         [This Article Newly Inserted by Act No. 6692, Apr. 27, 2002]


ARTICLE 52 (ALLOTED CHARGES)


         (1) Any financial holding company that has undergone any audit
         conducted by the Financial Supervisory Service shall pay alloted
         charges to the Financial Supervisory Service to cover expenses incurred
         by audits.

         (2) Necessary matters concerning rates, limits and payments of alloted
         charges referred to in paragraph (1) shall be determined by the
         Presidential Decree.


ARTICLE 53 (ACCUMULATION OF REVENUE RESERVE)

<PAGE>

         Every financial holding company shall accumulate not less than 10/100
         of net earnings, whenever net profits on the settlement of accounts are
         divided, until the reserve amounts to the total amount of the capital.


ARTICLE 54 (DUTY REPORT)


         (1) Every financial holding company shall compile a duty report
         describing business results, financial state and other matters
         prescribed by the Presidential Decree for 3 months, 6 months, 9 months
         and 12 months from the date on which every business year begins and
         file it with the Governor of the Financial Supervisory Service within
         one month after the lapse of each of the periods. In case where the
         presence of inevitable cause is acknowledged, the Governor of the
         Financial Supervisory Service may extend the deadline. (Amended by Act
         No. 6692, Apr. 27, 2002)

         (2) Detailed matters for preparing the duty report referred to in
         paragraph (1) and other necessary matters shall be determined by the
         Financial Supervisory Commission. (Amended by Act No. 6692, Apr. 27,
         2002)


ARTICLE 55 (PUBLICATION OF FINANCIAL STATEMENTS)

         Every financial holding company shall publish the balance sheet, the
         profit and loss statement for the current period for the settlement of
         accounts and the consolidated financial statement required by the Act
         on External Audit of Stock Companies, all compiled as of the date of
         the settlement of accounts according to forms prescribed by the
         Financial Supervisory Commission, within 3 months from the date of the
         settlement of accounts: Provided, That with respect to any document
         which cannot be published within 3 months from the date of the
         settlement of accounts due to unavoidable reasons, its publication may
         be extended on approval of the Financial

<PAGE>

         Supervisory Commission.


ARTICLE 55-2 (SUBMISSION, ETC. BY ELECTRONIC DOCUMENT)

         When a financial holding company submits or announces in public the
         data pursuant to the provisions of Articles 54 and 55, it may do so by
         means of electronic document as set up by the Governor of the Financial
         Supervisory Service or the Financial Supervisory Commission.
         [This Article Newly Inserted by Act No. 6692, Apr. 27, 2002]


ARTICLE 56 (PUBLICATION OF MANAGEMENT)

         Every financial holding company shall publish matters necessary to
         protect depositors and investors of its subsidiaries, etc., which are
         prescribed by the Presidential Decree, in a manner prescribed by the
         Financial Supervisory Commission.


ARTICLE 57 (ADMINISTRATIVE DISPOSITION)


         (1) The Financial Supervisory Commission may, where any financial
         holding company is feared to undermine the soundness of its management
         by violating this Act or orders given under this Act, take measures
         falling under any of the following subparagraphs: (Amended by Act No.
         6692, Apr. 27, 2002)

         1.Caution and warning to the financial holding company or demand that
         officers and employees be cautioned, warned and rebuked;

         2.An order given to correct the act of violation in question;

<PAGE>

         3.Deleted; (by Act No. 6692, Apr. 27, 2002)

         4.Recommendation that any officer be dismissed or suspended from his
         duties and an agent be appointed to act in the capacity of any officer
         in performing the later's duties; and

         5.Suspension of part of the business of a financial holding company,
         which has committed an act of violation, for not more than 6 months.

         (2) The Financial Supervisory Commission may, where any financial
         holding company falls under any of the following subparagraphs, order
         such financial holding company to suspend the whole of its business for
         a period of not more than 6 months or dispose of stocks of its
         subsidiaries, etc., or cancel the authorization granted to such
         financial holding company: (Amended by Act No. 6692, Apr. 27, 2002)

         1.Where the company has obtained the authorization of Article 3 in a
         fraudulent or any other unlawful manner;

         2.Where the company has failed to execute an order given to correct the
         act of violation under paragraph (1) 2;

         3.Where the company runs its business during a business-suspension
         period under paragraph (1) 5;

         4.Where, in addition to subparagraphs 1 through 3, the company is
         feared to undermine greatly the interest of depositors and investors of
         its subsidiaries, etc. by violating this Act and orders given or
         dispositions taken under this Act; or

         5.Where the financial holding company becomes not to fall under the
         provisions of Article 2 (1) 1 due to the cause of decrease in stocks in
         possession, increase and decrease in assets, etc.

<PAGE>

ARTICLE 58 (STOCK DISPOSAL DUE TO CANCELLATION OF AUTHORIZATION)


         (1) Any financial holding company shall, where its authorization is
         cancelled in accordance with Article 57 (2), dispose of stocks held by
         its subsidiaries that it owns within 3 months from the date of
         cancellation.

         (2) When a financial holding company is ordered to dispose of stocks
         pursuant to the provisions of paragraph (1), it shall not exercise the
         voting right of the stocks ordered to dispose of from the date it is
         ordered as such.

         [This Article Newly Inserted by Act No. 6692, Apr. 27, 2002]


ARTICLE 59 (HEARINGS)

         The Financial Supervisory Commission shall, where it intends to cancel
         the authorization granted to a financial holding company, hold hearings
         in accordance with Article 57 (2).


                      CHAPTER VIII SUPPLEMENTARY PROVISIONS

ARTICLE 60 (AUTHORIZATION FOR MERGER, ETC.)


         (1) Any financial holding company shall, when it intends to dissolve
         itself or merge with other company, obtain an authorization from the
         Financial Supervisory Commission under the conditions as prescribed by
         the Presidential Decree.

<PAGE>

         (2) In determining whether an authorization shall be granted or denied
         under paragraph (1), the Financial Supervisory Commission shall examine
         whether such dissolution or such merger limits the competition or
         disrupts the sound order on the financial market and other matters
         prescribed by the Presidential Decree.

         (3) The provisions of Article 3 (2) and (3) shall apply mutatis
         mutandis to the authorization of paragraph (1).


ARTICLE 61 (MATTERS TO BE REPORTED)

         Any financial holding company shall, when it falls under any of the
         following subparagraphs, report without any delay the fact to the
         Financial Supervisory Commission: (Amended by Act No. 6692, Apr. 27,
         2002)

         1.Where an officer is appointed or dismissed;

         2.Where a change occurs in the largest stockholders (referring to the
         same person in the event of holding the largest number of stocks under
         the standards for the total number of stocks with voting rights issued
         by the financial holding company concerned);

         2-2.Where a large stockholder of a bank holding company is replaced;

         3.Where the firm name is changed;

         4.Where the cause of dissolution accrues;

         5.Where a financial holding company or its subsidiaries lose the
         control over its subsidiaries or their sub-subsidiaries after disposing
         of its or their stocks; and

         6.Where it is feared to undermine the soundness of the management of a
         financial holding company, etc. and is prescribed by the Presidential
         Decree.

<PAGE>

ARTICLE 62 (RELATION WITH OTHER ACTS)


         (1) Every financial holding company shall be governed by the Commercial
         Act and the Monopoly Regulation and Fair Trade Act except as specially
         provided for in this Act.

         (2) Deleted. (by Act No. 6692, Apr. 27, 2002)


ARTICLE 62-2 (EXCEPTIONS TO STOCK SWAP AND STOCK TRANSFER)


         (1) When a subsidiary acquires stocks of a financial holding company or
         when a sub-subsidiary acquires stocks of a subsidiary by means of stock
         swap or stock transfer, in applying the provisions of Article 342-2 of
         the Commercial Act to the stocks of a financial holding company or a
         subsidiary allocated as compensation in exchange for its own stocks
         which fall under any of the following subparagraphs among the stocks
         concerned, "six months" in paragraph (2) of the same Article shall be
         regarded as "three years":

         1.Its own stocks acquired out of the exercise of the appraisal right of
         the stockholders opposing the stock swap or stock transfer; or

         2.Among its own stocks acquired pursuant to the provisions of Article
         189-2 (1) and (2) of the Securities and Exchange Act, those purchased
         from the date of resolution of the board of directors regarding the
         approval on the stock swap contract or the stock transfer contract till
         the expiry date of the exercise of the appraisal right of stockholders.

         (2) In applying the provisions of the Commercial Act on the stock swap
         or stock

<PAGE>

         transfer for the establishment of a complete holding company, "two
         weeks" in the main sentence of Article 354 (4), Articles 360-4 (1),
         360-5 (2), 360-9 (2), 360-10 (4), 360-17 (1) and 363 (1) of the same
         Act shall be regarded as "seven days" respectively, "twenty days" in
         Articles 360-5 (1) and 360-5 (2) of the same Act as "ten days"
         respectively, "before one month" in Article 360-8 (1) of the same Actse
         where.....notifies of his intent to be opposed to the share swap" in
         Article 360-10 (5) o same Act as "in case where.....notifies of his
         intent opposing the stock swap within seven days from the date of
         notification or public announcement stipulated in paragraph (4)",
         "within the period specified for over one month" in Article 360-19 (1)
         2 of the same Act as "within the period fixed for a duration of five
         days or longer", and "within two months" in Article 374-2 (2) of the
         same Act as "within one month".

         (3) In case where an agreement is not reached between the stockholders
         opposing the stock swap or the stock transfer for the establishment of
         a complete holding company and the company over the stock purchase
         price, the stock purchase price shall be the amount calculated in
         accordance with the classification of the following subparagraphs,
         notwithstanding the provisions of Article 374-2 (4) and (5) of the
         Commercial Act applied mutatis mutandis in the Article 360-5 (3) of the
         same Act:

         1.Where the company concerned is a stock-listed company or an
         Association-registered company pursuant to the Securities and Exchange
         Act: the amount calculated by a method prescribed by the Presidential
         Decree which is based on the trading price of the stocks concerned
         traded on the securities market before the day of resolution by the
         board of directors on the approval of stock swap contract or stock
         transfer contract; and

         2.Where the company concerned is other than the one in the subparagraph
         1: the amount calculated by an accounting expert. In this case, the
         extent of accounting expert and the procedures of appointment shall be
         prescribed by the Presidential Decree.

         (4) In case where a company intending to swap stocks or transfer stocks
         for the

<PAGE>

         establishment of a complete holding company, or the stockholders
         holding not less than 30/100 of the number of stocks requested for
         appraisal pursuant to the provisions of Article 360-5 of the Commercial
         Act, oppose the stock purchase price calculated pursuant to the
         provisions of paragraph (3), the company or the stockholders concerned
         may apply for arbitration to the Financial Supervisory Commission till
         ten days prior to the day the purchase pursuant to the provisions of
         Article 374-2 (2) of the Commercial Act is to be completed. [This
         Article Newly Inserted by Act No. 6692, Apr. 27, 2002]


ARTICLE 63 (ENTRUSTMENT OF AUTHORITY)

         The Financial Supervisory Commission shall entrust part of its
         authority under this Act to the Governor of the Financial Supervisory
         Service under the conditions as prescribed by the Presidential Decree.


           CHAPTER IX IMPOSITION AND COLLECTION OF PENALTY SURCHARGES

ARTICLE 64 (PENALTY SURCHARGES)

         The Financial Supervisory Commission may, where any financial holding
         company and its subsidiaries, etc. violate the provisions of Articles
         43 through 45, 45-2, 45-3, 46, 48, 58 (1) or 62-2 (1), impose penalty
         surcharges on them according to the classification falling under each
         of the following subparagraphs: (Amended by Act No. 6692, Apr. 27,
         2002)

         1.Where the limit on the investment of securities under Article 43 is
         exceeded, not more than 10/100 of the amount of the investment made in
         excess;

<PAGE>

         2.Where the limit on the holding of stocks under Article 44 is
         exceeded, not more than 10/100 of the total amount of book value of the
         stocks in possession;

         3.Where the limit on credits under Article 45 (1) through (3) is
         exceeded, not more than 10/100 of the excessive credit grant amount;

         4.Where the limit of credit grants pursuant to the provisions of
         Article 45-2 (1) and (2) is exceeded: not more than 20/100 of the
         excessive credit grant amount;

         5.Where the limit of stock acquisition pursuant to the provisions of
         Article 45-3 (1) is exceeded: not more than 20/100 of the total amount
         of book value of the stocks acquired in excess;

         6.Where the limit on holding stocks under Article 46 is exceeded, not
         more than 10/100 of the total amount of book value of the stocks in
         possession;

         7.Where subsidiaries, etc. extend credits to their financial holding
         company in contravention of Article 48 (1) 1, not more than 10/100 of
         the amount of credits granted;

         8.Where stocks of subsidiaries, etc. are held in contravention of
         Article 48 (1) 2, not more than 10/100 of the total amount of book
         value of the stocks in possession;

         9.Where the limit on cross extension of credits between subsidiaries,
         etc. is exceeded in contravention of Article 48 (1) 3, not more than
         10/100 of the excessive credit grant amount;

         10.Where credits are granted without securing appropriate security in
         contravention of Article 48 (2), not more than 10/100 of the credit
         grant amount;

         11.Where bad assets are traded in contravention of Article 48 (3), not
         more than 10/100 of the book value of such assets;

<PAGE>

         12.Where stocks are held in violation of the provisions of Article 48
         (5): not more than 2/100 of the total amount of book value of the
         stocks in possession;

         13.Where a financial holding company holds stocks of a subsidiary
         longer than the period pursuant to the provisions of Article 58 (1):
         not more than 10/100 of the total amount of book value of the stocks of
         the subsidiary; and

         14.Where stocks are held in violation of Article 62-2 (1): not more
         than 2/100 of the total amount of book value of the stocks in
         possession.


ARTICLE 65 (IMPOSITION OF PENALTY SURCHARGES)


         (1) The Financial Supervisory Commission shall, when it imposes penalty
         surcharges in accordance with Article 64, take into account matters
         falling under each of the following subparagraphs:

         1.Substance and extent of the act of violation;

         2.Period and frequence of the act of violation; and

         3.Scale of profits earned by the act of violation.

         (2) The Financial Supervisory Commission may, where a company that has
         committed a violation of the provisons of this Act merges with other
         company, regard the act of violation committed by such company as
         committed by a company surviving such merger or a company newly
         incorporated by such merger, and impose and collect penalty surcharges.

         (3) Standards for imposing penalty surcharges under paragraph (1) and
         other matters necessary for imposing penalty surcharges shall be
         determined by the Presidential Decree.

<PAGE>

ARTICLE 66 (PUTTING FORTH OF OPINION)


         (1) The Financial Supervisory Commission shall give a party or an
         interested person, etc. an opportunity to put forth his opinion prior
         to imposing any penalty surcharges on him.

         (2) The party or the interested person, etc. referred to in paragraph
         (1) may be present at a meeting of the Financial Supervisory Commission
         to state his opinion or submit necessary data.


ARTICLE 67 (RAISING OBJECTION)


         (1) Any financial holding company that is dissatisfied with a
         disposition taken to impose penalty surcharges on it under Article 64
         may raise an objection to the Financial Supervisory Commission, citing
         the reasons thereof, within 30 days from the date on which it was
         notified of such disposition.

         (2) The Financial Supervisory Commission shall decide on the objection
         raised under paragraph (1) within 30 days from the date of receipt:
         Provided, That where the Financial Supervisory Commission is unable to
         make the decision within the period of 30 days due to unavoidable
         reasons, such period may be extended within the limit of 30 days.

         (3) Any person who is dissatisfied with the decision made under
         paragraph (2) may file an administrative appeal.


ARTICLE 68 (EXTENSION OF TIME LIMIT FOR PAYMENT OF PENALTY SURCHARGES AND
           INSTALLMENT PAYMENT)
<PAGE>


         (1) The Financial Supervisory Commission may, when a person, who is
         subjected to the imposition of penalty charges (hereinafter referred to
         as a "person liable to pay penalty surcharges"), is recognized to be
         difficult to pay the total amount of penalty surcharges imposed on him
         in a lump sum due to the reasons falling under any of the following
         subparagraphs, extend the payment time limit or allow him to pay such
         penalty surcharges in installments. In this case, the Financial
         Supervisory Commission may, where it is deemed necessary, get the
         person liable to pay such penalty surcharges to offer security
         therefor:

         1.Where his property is significantly damaged by disaster, etc.;

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

         3.Where the lump sum payment of his penalty surcharges is expected to
         weaken significantly his funding position; and

         4.Where any other cause corresponding to each of subparagraphs 1
         through 3 accrues.

         (2) Any person liable to pay penalty surcharges shall, when he intends
         under paragraph (1) to get the time limit for payment of his penalty
         surcharges extended or his penalty surcharges paid in installments,
         file an application thereof with the Financial Supervisory Commission
         at least 10 days prior to the payment time limit.

         (3) The Financial Supervisory Commission may, when any person liable to
         pay penalty charges, whose payment time limit has been extended or
         payment of penalty surcharges in installments has been allowed under
         paragraph (1), falls under any of the following subparagraphs, cancel
         his decision to extend the payment time limit and to allow him to pay
         his penalty surcharges in installments, and then collect

<PAGE>

         the penalty surcharges in a lump sum:

         1.When he fails to pay penalty surcharges that have been decided to be
         paid in installments within the installment payment time limit;

         2.When he fails to execute orders issued by the Financial Supervisory
         Commission to change his security or preserve his security;

         3.When he is subjected to compulsory execution, commencement of
         auction, adjudication of bankruptcy, dissolution of a corporation, and
         a disposition taken to collect national and local taxes in arrears, or
         the whole or part of his penalty surcharges is recognized to be unable
         to be collected; and

         4.When any other cause corresponding to subparagraphs 1 through 3
         accrues.

         (4) Necessary matters with respect to the extension of the payment time
         limit, the payment of penalty surcharges in installments, or security,
         etc. under paragraphs (1) through (3) shall be determined by the
         Presidential Decree.


ARTICLE 69 (COLLECTION OF PENALTY SURCHARGES AND DISPOSITION ON ARREARS)


         (1) The Financial Supervisory Commission may, where any person liable
         to pay penalty surcharges fails to pay his penalty surcharges within
         the payment time limit, collect additional dues prescribed by the
         Presidential Decree, which are imposed on a period ranging from the
         date following the date of the payment time limit to the date preceding
         the date of the payment.

         (2) The Financial Supervisory Commission may, where any person liable
         to pay penalty surcharges fails to pay his penalty surcharges within
         the payment time limit, serve a demand notice, fixing a period for
         paying such penalty surcharges in arrears. The Financial Supervisory
         Commission may, where the person liable to pay

<PAGE>


         penalty surcharges fails to pay his penalty surcharges and additional
         dues referred to in paragraph (1), collect such penalty surcharges and
         additional dues in question according to the example of a disposition
         taken to collect national taxes in arrears.

         (3) The Financial Supervisory Commission may entrust the work of
         collecting penalty surcharges and additional dues or taking disposition
         against arrears as prescribed in paragraphs (1) and (2) to the
         Commissioner of the National Tax Service.

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


ARTICLE 69-2 (CHARGE TO COMPEL EXECUTION)


         (1) When those who have been ordered to dispose of stocks pursuant to
         the provisions of Article 8-3 (5), 10 (2), 10-2 (5) or 18 (3) do not
         execute such order within the fixed period of time, the Financial
         Supervisory Commission may impose a charge to compel execution thereof
         within the extent not exceeding the amount obtained by multiplying the
         book value of the stocks subject to disposal by 3/10,000 for each day
         passing by.

         (2) The charge to compel execution shall be imposed for the period of
         time from the following day of the expiration of the execution period
         fixed in the stock disposal order till the day the stock disposal
         (referring to the day of stock certificate delivery) is executed.

         (3) In case where the execution is not carried out even after the
         elapse of ninety days from the expiration of execution period set up in
         the stock disposal order, the Financial Supervisory Commission shall,
         regarding the collection of the charge to compel execution, collect the
         charge to compel execution on the basis of each ninety days passing by,
         counting from such expiration day.

<PAGE>

         (4) The provisions of Articles 65 through 69 shall apply mutatis
         mutandis to the imposition and collection of the charge to compel
         execution.
         [This Article Newly Inserted by Act No. 6692, Apr. 27, 2002]


                           CHAPTER X PENAL PROVISIONS

ARTICLE 70 (PENAL PROVISIONS)


         (1) A person who falls under any of the following subparagraphs shall
         be punished by imprisonment of up to five years or by a fine not
         exceeding two hundred million won:

         1.A person who runs the principal business of controlling financial
         institutions or companies closely related to the operation of financial
         business through stock holding, and controls not less than one
         financial institution without obtaining an authorization under Article
         3;

         2.A person who has extended credit grants to the large stockholders and
         the stockholders who have been offered such credit grants in violation
         of the provisions of Article 45-2 (1) through (3);

         3.A person who has acquired stocks issued by the large stockholders in
         violation of the provisions of Article 45-3 (1);

         4.A person who has violated the provisions of Article 45-4;

         5.A person who has violated the provisions of Article 48-3 (1);

         6.A person who has disclosed the information that he came to know in
         the course of

<PAGE>

         his duty or utilized it for purposes other than duty purpose in
         violation of the provisions of Article 48-3 (2); or

         7.An officer or employee of a financial holding company, etc. who has
         furnished or disclosed the personal credit information, etc. that he
         came to know in the course of his duty to those other than such
         financial holding company, etc., or utilized the personal credit
         information for purposes other than business purpose.

         (2) A person who falls under any of the following subparagraphs shall
         be punished by imprisonment of up to three years or by a fine not
         exceeding one hundred million won:

         1.A person who has violated the provisions of Article 7;

         2.A person who has acquired stocks in excess of the stock holding limit
         in violation of Article 44; or

         3.A person who has extended credit grants in excess of the credit grant
         limit in violation of the provisions of Article 45.

         (3) A person who falls under any of the following subparagraphs shall
         be punished by imprisonment of up to one year or by a fine not
         exceeding thirty million won:

         1.A person who has violated the provisions of Article 15;

         2.A person who has incorporated subsidiaries, etc. into his company
         without obtaining an authorization thereof in violation of Article 16;

         3.A person who has incorporated sub-subsidiaries, etc. into his company
         in violation of the provisions of Article 19;

         4.A person who has invested in the securities in excess of the
         investment limit of securities in violation of the provisions of
         Article 43;

<PAGE>

         5.A person who has acquired stocks in excess of the stock-holding limit
         in violation of the provisions of Article 46;

         6.A person who has violated the provisions of Article 48; or

         7.A person who has dissolved his company or merged his company with
         another company without obtaining an authorization pursuant to the
         provisions of Article 60.

         (4) A person who has incorporated subsidiaries, etc. into his company
         without making a report thereof in violation of Article 18 shall be
         punished by imprisonment of up to six months or by a fine not exceeding
         ten million won.
         [This Article Wholly Amended by Act No. 6692, Apr. 27, 2002]


ARTICLE 71 (JOINT PENAL PROVISIONS)

         If the representative of a corporation or the agent, the employed or
         any other employee of a corporation or an individual commits an act of
         violating Article 70 in connection with the business of the corporation
         or the individual, such corporation or such individual shall be fined
         in addition to the punishment of the actor.


ARTICLE 72 (FINE FOR NEGLIGENCE)


         (1) A person who falls under any of the following subparagraphs shall
         be punished by a fine for negligence not exceeding fifty million won:
         (Amended by Act No. 6692, Apr. 27, 2002)

         1.A person who has failed to report in violation of the provisions of
         Article 8 (2);

         2.A person who has violated the order of the Financial Supervisory
         Commission


<PAGE>

         pursuant to the provisions of Article 10 (2);

         3.A person who has failed to respond to the demand of supply, etc. of
         the data pursuant to the provisions of Article 10-2 (2) or 45-5 (1);

         4.A bank holding company, etc. who has failed to go through the
         resolution of the board of directors in violation of the provisions of
         Article 45-2 (4) or 45-3 (3);

         5.A bank holding company, etc. which has failed to report to the
         Financial Supervisory Commission or announce in public in violation of
         Article 45-2 (5) and (6) or 45-3 (4) and (5);

         6.A person who has violated the provisions of Article 48-2 (4) through
         (6);

         7.A person who has refused, obstructed or evaded the inspection
         pursuant to the provisions of Article 51-2; or

         8.A financial holding company which has violated this Act or the
         regulations, orders or directions pursuant to this Act.

         (2) Any person falling under any of the following subparagraphs shall
         be punished by a fine for negligence not exceeding 10 million won:
         (Amended by Act No. 6692, Apr. 27, 2002)

         1.A person who has violated Article 39;

         2.A person who has failed to file a duty report in violation of Article
         54 or falsely prepared a business report;

         3.A person who has failed to publish in violation of Article 55 or
         falsely published;

         4.A person who has failed to make a public notice in violation of
         Article 56 or made a false public notice;


<PAGE>

         5.A person who has dodged or hindered any audit conducted under this
         Act, hiding books and documents, making unreliable reports and using
         other methods;

         6.A person, an officer or an employee of a financial holding company,
         who has neglected to keep or furnish documents, make reports, publish
         or make public notices, which are required by this Act; and

         7.A person who has violated this Act or any regulations made, orders
         issued, or instructions given under this Act.

         (3) The fine for negligence referred to in paragraphs (1) and (2) shall
         be imposed and collected by the Financial Supervisory Commission as
         prescribed by the Presidential Decree.

         (4) Any person who is dissatisfied with a disposition taken to impose a
         fine for negligence on him under paragraph (3) may raise an objection
         to the Financial Supervisory Commission within 30 days from the date on
         which he was notified of such disposition.

         (5) When a person who is subjected to a disposition taken to impose a
         fine for negligence on him under paragraph (3) raises an objection
         under paragraph (4), the Financial Supervisory Commission shall
         promptly notify the competent court, which shall, upon receiving such
         notice, put the case on trial in accordance with the Non-Contentious
         Case Litigation Procedure Act.

         (6) Where the person does not raise any objection within the period as
         prescribed in paragraph (4) and does not pay the fine for negligence in
         question, such fine for negligence shall be collected according to the
         example of a disposition taken to collect national taxes in arrears.


         ADDENDA




<PAGE>


ARTICLE 1 (ENFORCEMENT DATE)

         This Act shall enter into force one month after the date of its
         promulgation.


ARTICLE 2
         Omitted.


ARTICLE 3 (TRANSITIONAL MEASURES CONCERNING ALREADY ESTABLISHED COMPANY)

         Where any company, which runs the principal business of controlling
         companies related closely to financial institutions and the financial
         business and controls one or more financial institutions through stock
         holdings, which has already filed with the Fair Trade Commission in
         accordance with Article 8 of the Monopoly Regulation and Fair Trade Act
         at the time when this Act enters into force, such company shall be
         deemed to have been granted an authorization under this Act and
         measures shall be taken to make such company consistent with this Act
         within 6 months from the date on which this Act enters into force.


ARTICLE 4 (SPECIAL CASE FOR RESTRICTIONS ON CONTROL OF FINANCIAL HOLDING
          COMPANIES BY FINANCIAL INSTITUTIONS)


         (1) Any financial institution (including any financial institution
         incorporated in accordance with foreign Acts and subordinate statutes)
         that controls other financial institution at the time that this Act
         enters into force may become a controlling stockholder in control of a
         financial holding company that runs such other financial institution as
         a subsidiary through the swap or transfer of stocks, notwithstanding
         the provisions of Article 7.

<PAGE>

         (2) The swap or transfer of stocks referred to in paragraph (1) shall
         be limited to what is actually effected within one year from the date
         on which this Act enters into force.

         (3) A financial institution, even if it is in control of a financial
         holding company under paragraph (1), shall not become the largest
         stockholder of such financial holding company.

         (4) Any financial institution, which controls a financial holding
         company in accordance with paragraph (1), shall be prohibited from
         holding stocks of such financial holding company in excess of the
         holding ratio (referring to the holding ratio at the time that the
         final effect of the swap or transfer of stocks takes effect) under
         which the former acquires stocks of the latter through the swap or
         transfer of stocks.


ARTICLE 5 (TRANSITIONAL MEASURES CONCERNING CREDIT GRANT LIMIT)

         The provisions of Articles 45 (1) through (3) and 48 (1) 3, where any
         financial institution, which is already established at the time when
         this Act enters into force, has been subject to the application of
         transitional measures with respect to the credit grant limit in
         accordance with other finance-related Acts and subordinate statutes for
         a certain period, shall not apply to such financial institution for
         such period.


ARTICLE 6 (DISPOSAL OF STOCKS OF FINANCIAL HOLDING COMPANY CONTROLLED BY
          GOVERNMENT)


         (1) Where the Government becomes a stockholder in control of any
         financial holding company after the enforcement of this Act, the
         Government shall strive to dispose of stocks held by it through a
         phased process within 3 years.


<PAGE>

         (2) The Government shall, if it fails to dispose of its stocks within
         the period referred to in paragraph (1), dispose of remaining stocks
         within the next one year.


         ADDENDA (Act No. 6692, Apr. 27, 2002)

         (1) (Enforcement Date) This Act shall enter into force three months
         after the date of its promulgation: Provided, That the amended
         provisions of Articles 20 through 37 and 62-2 shall enter into force on
         the day of its promulgation.

         (2) (Transitional Measures regarding Penalty and Fine for Negligence)
         With respect to the application of penalty and fine for negligence
         against the violations perpetrated before the enforcement of this Act,
         the previous provisions shall govern.











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