<DOCUMENT>
<TYPE>EX-12.6
<SEQUENCE>16
<FILENAME>u98617exv12w6.txt
<DESCRIPTION>EX-12.6 KOREAN TRUST BUSINESS ACT
<TEXT>
<PAGE>
                                                                               .
                                                                               .
                                                                               .
                                                                    Exhibit 12.6



TRUST BUSINESS ACT


--------------------------------------------------------------------------------

<TABLE>
<S>                            <C>                   <C>
                               1961.12.31            Act No. 945

        Amended By             1968.12.31            Act No. 2064

        Amended By             1998.1.13             Act No. 5502

        Amended By             1999.1.29             Act No. 5700

        Amended By             1999.5.24             Act No. 5982

        Amended By             2000.1.21             Act No. 6180
</TABLE>


     CHAPTER I GENERAL PROVISIONS


ARTICLE 1 (PURPOSE)

     The purpose of this Act is to serve to develop the national economy through
     the sound management of trust companies and the protection of
     beneficiaries.
     [This Article Wholly Amended by Act No. 6180, Jan. 21, 2000]


ARTICLE 1-2 (DEFINITION)

     The term "trust business" in this Act means performing the business of
     trust in accordance with the provisions of Article 1 (2) of the Trust Act.
     [This Article Newly Inserted by Act No. 6180, Jan. 21, 2000]


ARTICLE 2 (OPERATION OF TRUST COMPANY)

     The companies that are engaged in the trust business (hereinafter referred
     to as the "trust company") in Korea shall be operated in accordance with
     this Act and orders issued thereunder. < Amended by Act No. 2064, Dec. 31,
     1968; Act No. 5502, Jan. 13, 1998 >
<PAGE>
ARTICLE 3 (BUSINESS AUTHORIZATION)


     (1) The trust business shall not be conducted without obtaining
     authorization from the Financial Supervisory Commission. < Amended by Act
     No. 5502, Jan. 13, 1998; Act No. 5700, Jan. 29, 1999; Act No. 5982, May 24,
     1999 >

     (2) A person who intends to receive authorization under paragraph (1) shall
     secure the capital according to the classification falling under any of the
     following subparagraphs: < Newly Inserted by Act No. 5700, Jan. 29, 1999 >

     1.25 billion won or more in case of an accepting trust of money; and

     2.10 billion won or more in case of an accepting trust of properties other
     than money.

     (3) Any person who intends to obtain authorization under paragraph (1)
     shall file an application with the Financial Supervisory Commission under
     the conditions as prescribed by the Presidential Decree. < Amended by Act
     No. 6180, Jan. 21, 2000 >

     (4) The Financial Supervisory Commission may attach conditions to the
     authorization under paragraph (1). < Newly Inserted Act No. 6180, Jan. 21,
     2000 >


ARTICLE 3-2 (PUBLIC ANNOUNCEMENT OF AUTHORIZATION, ETC.)

     The Financial Supervisory Commission shall, when it grants authorization
     under the provisions of Article 3 (1) or 29-4 (1), or revokes authorization
     under the provisions of Article 29-2 or 29-6 (1), announce publicly without
     delay its content in the Official Gazette, and make it known to the public
     by making use of computer communications, etc.
     [This Article Newly Inserted by Act No. 6180, Jan. 21, 2000]
<PAGE>
ARTICLE 3-3 (REQUIREMENTS FOR AUTHORIZATION)

     (1) Any person who intends to obtain authorization under the provisions of
     Article 3 (1) shall meet the requirements falling under each of the
     following subparagraphs:

     1.He shall be able to protect beneficiaries, and is equipped with manpower
     and physical facilities such as computer equipments, that are enough to
     perform the intended trust business;

     2.His business plan shall be proper and sound;

     3.Plans for a separate management between the trust division and the
     inherent division and for a separate management among the trust commodities
     shall be appropriate; and

     4.Major investors as prescribed by the Presidential Decree shall possess
     the ample ability to make investments, the sound financial standings and
     the social credits.

     (2) Necessary matters concerning detailed requirements for authorization
     under paragraph (1) shall be prescribed by the Presidential Decree.
     [This Article Newly Inserted by Act No. 6180, Jan. 21, 2000]


ARTICLE 4

     Deleted. < by Act No. 5700, Jan. 29, 1999 >


ARTICLE 5

     Deleted. < by Act No. 2064, Dec. 31, 1968 >


ARTICLE 6 (INVALIDATION OF AUTHORIZATION)
<PAGE>
     (1) Where a trust company fails to commence its business within six months
     from the date of authorization granted under Article 3, the authorization
     thereof shall become invalidated.

     (2) The Financial Supervisory Commission may, in case where deemed that
     there exist justifiable reasons, extend, upon application, the period under
     paragraph (1). < Amended by Act No. 5502, Jan. 13, 1998; Act No. 5700, Jan.
     29, 1999; Act No. 5982, May 24, 1999 >


ARTICLE 7 (CORPORATE NAME)

     (1) A trust company shall use the letter of "trust" in its corporate name.
     < Amended by Act No. 2064, Dec. 31, 1968; Act No. 6180, Jan. 21, 2000 >

     (2) No person other than a trust company shall use in its corporate name
     any letters indicating that the person is engaged in the trust business:
     Provided, That this shall not apply to persons engaged in the trust
     business concerning secured debentures. < Amended by Act No. 2064, Dec. 31,
     1968 >


ARTICLE 8 (MATTERS FOR AUTHORIZATION)

     (1) Where a trust company intends to merge or dissolve, or suspend its
     trust business, it shall obtain authorization from the Financial
     Supervisory Commission under the conditions as prescribed by the
     Presidential Decree. < Amended by Act No. 5700, Jan. 29, 1999; Act No.
     5982, May 24, 1999; Act No. 6180, Jan. 21, 2000 >

     (2) Where a trust company has modified the articles of incorporation or the
     type or method of business, it shall file a report thereof with the
     Financial Supervisory Commission. In this case, the Financial Supervisory
     Commission
<PAGE>
     may, in case where it deems that the reported contents are in contravention
     of the Acts and subordinate statutes on trust business and the sound order
     of transactions in the trust business, demand the relevant trust company to
     change the contents. < Amended by Act No. 5700, Jan. 29, 1999; Act No.
     6180, Jan. 21, 2000 >

     (3) The Financial Supervisory Commission may determine the standards and
     procedures for the establishment or closure of branch offices, agencies and
     other business places or offices of a trust company, and the relocation of
     the head office, branch offices, agencies and other business places or
     offices, under the conditions as prescribed by the Presidential Decree.
     [This Article Wholly Amended by Act No. 5502. Jan. 13, 1998]


ARTICLE 8-2 (QUALIFICATIONS FOR OFFICERS)

     Any person falling under any of the following subparagraphs shall not
     become an officer of the trust company, and when he becomes to fall
     thereunder after he has become one, he shall lose the relevant office:

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

     2.A person who has yet to be reinstated after having been declared
     bankrupt;

     3.A person who has been sentenced to imprisonment without prison labor or
     heavier one, and for whom 5 years have yet elapsed from the date when the
     execution of such sentence was terminated (including the case where the
     said execution is deemed to be terminated) or the said execution is
     exempted;

     4.A person who has been sentenced to a fine or heavier one for committing a
     violation of the finance-related Acts and subordinate statutes as
     prescribed by the Presidential Decree, and for whom 5 years have yet
     elapsed from the date on which the execution of such sentence is terminated
     (including the case where the said execution is deemed to be terminated) or
     the said execution is exempted;
<PAGE>
     5.A person who is in the period of stay of execution after having been
     sentenced to a stay of imprisonment without labor or heavier one;

     6.A person who has been dismissed or removed by a disciplinary action under
     this Act or the finance-related Acts and subordinate statutes as prescribed
     by the Presidential Decree, and for whom 5 years have yet elapsed after he
     was dismissed or removed by a disciplinary action; and

     7.A person who was an officer or employee of a corporation or a company
     whose license and authorization of business have been cancelled under this
     Act or the finance-related Acts and subordinate statutes as prescribed by
     the Presidential Decree (limited to any person prescribed by the
     Presidential Decree, who has been directly and correspondingly responsible
     for the occurrence of the relevant causes for such cancellation), and for
     whom five years have yet elapsed from the date on which the revocation for
     the relevant corporation or company was made.
     [This Article Newly Inserted by Act No. 6180, Jan. 21, 2000]


     CHAPTER II BUSINESS

ARTICLE 9 (SCOPE OF BUSINESS)

     (1) A trust company may conduct, within the scope of this Act and other
     related Acts, the business concerning the acceptance of trust and the
     management, operation and disposition of trusted properties. < Amended by
     Act No. 2064, Dec. 31, 1968; Act No. 5502, Jan. 13, 1998 >

     (2) Deleted. < by Act No. 5502, Jan. 13, 1998 >


ARTICLE 10 (LIMITATION ON TRUSTED PROPERTIES)
<PAGE>
     (1) A trust company shall not accept the trust of any property other than
     those mentioned below:

     1.Money;

     2.Securities;

     3.Monetary claims;

     4.Movables;

     5.Land, and fixtures thereto; and

     6.Surface rights, chonsegwon (registered lease on a deposit basis), and
     lease of land.

     (2) The Financial Supervisory Commission may set forth the standards
     necessary for the types of trust, the replenishment of principal or
     interests, and other conditions for trust transactions, with respect to
     accepting the trust of properties falling under each subparagraph of
     paragraph (1), under the conditions as prescribed by the Presidential
     Decree. < Newly Inserted by Act No. 5502, Jan. 13, 1998 >


ARTICLE 11

     Deleted. < by Act No. 5502, Jan. 13, 1998 >


ARTICLE 12 (DISTINCTION BETWEEN TRUST PROPERTY AND TRUSTEE'S OWN PROPERTY)

     (1) The provisions of the proviso to Article 31 (1) of the Trust Act shall
     not apply to trust companies.

     (2) If, in the case of money trusts, the property acquired by its
     management is subject to quotations at the securities market, association
     brokerage market or
<PAGE>
     markets in foreign country similar to those under Securities and Exchange
     Act, the trust company may convert it into its own property in compliance
     with what is prescribed by the act of trust, only in cases where it is
     necessary for performing its obligations which it owes to the beneficiary
     by virtue of the act of trust. < Amended by Act No. 6180, Jan. 21, 2000 >


ARTICLE 12-2 (ACCOUNTING AUDIT OF TRUST PROPERTIES)

     (1) Any trust company shall undergo an accounting audit of each trust
     property by an auditor under Article 3 (1) of the Act on External Audit of
     Stock Companies (hereinafter referred to as the "auditor"): Provided, That
     the same shall not apply to the case prescribed by the Presidential Decree.

     (2) The Financial Supervisory Commission may, in case where deemed
     necessary for the protection of public interests or the investors, order
     the auditor to furnish the data or file a report related to an accounting
     audit of trust property, and take other necessary dispositions.

     (3) The provisions of Article 9 of the Act on External Audit of Stock
     Companies shall apply mutatis mutandis to an accounting audit of the trust
     property under paragraph (1).

     (4) Matters necessary for an appointment of auditor, the standards for
     audit, the power of auditor, the criteria for accounting settlements, the
     submission of audit report and the public announcements, etc. shall be
     prescribed by the Presidential Decree.
     [This Article Newly Inserted by Act No. 6180, Jan. 21, 2000]


ARTICLE 12-3 (AUDITOR'S LIABILITY FOR COMPENSATION FOR DAMAGES)

     (1) Any auditor shall, where he fails to enter important matters as a
     result of the accounting audit under Article 12-2 (1) on his audit report
     or makes false
<PAGE>
     entries, whereby causing damages to any beneficiary who has made use of
     such report, be held liable to compensate for such damages to the relevant
     beneficiary. In this case, where an audit team is the auditor, any person
     participating in the audit of relevant trust property shall be held jointly
     liable to compensate for such damages.

     (2) Where an auditor is liable to compensate for damages to a beneficiary
     of trust property, if any director or auditor of the relevant trust company
     (referring to any member of the Audit Committee, if such Committee is set
     up; hereafter the same shall apply in this paragraph) is also responsible,
     such auditor and director or auditor shall be held jointly liable to
     compensate for such damages.

     (3) The provisions of Article 17 (5) through (7) of the Act on External
     Audit of Stock Companies shall apply mutatis mutandis to the case of
     paragraphs (1) and (2).
     [This Article Newly Inserted by Act No. 6180, Jan. 21, 2000]


ARTICLE 13 (INCIDENTAL BUSINESS)


     (1) A trust company may operate only the business falling under any of the
     following subparagraphs which are incidental to the trust business:
     < Amended by Act No. 2064, Dec. 31, 1968 >

     1.Receiving deposits for safe custody;

     2.Providing guarantees for debts;

     3.Acting as intermediary in the transactions of real estates;

     4.Acting as intermediary in the loan of money or the lease of real estates;

     5.Flotation of public bonds, corporate debentures or stocks, receiving
     subscription money thereof, or handling of the payment of principal and
     dividends thereof;
<PAGE>
     6.Executing a will with respect to properties;

     7.Inspecting the accounts; and

     8.Acting as an agent for the following matters:

     (a) Acquisition, management, disposition or lease of properties;

     (b) Adjustment or liquidation of assets;

     (c) Collection of claims;

     (d) Performance of obligations; and

     (e) Insurance.

     (2) The Financial Supervisory Commission may prescribe necessary
     restrictions on the guarantee of debts. < Amended by Act No. 5502, Jan. 13,
     1998 >


ARTICLE 14

     Deleted. < by Act No. 2064, Dec. 31, 1968 >


ARTICLE 15 (RESTRICTION ON OPERATION OF TRUSTEE'S OWN FUND)

     (1) A trust company shall not operate the trustee's own fund except in the
     following ways: < Amended by Act No. 2064, Dec. 31, 1968; Act No. 5502,
     Jan. 13, 1998; Act No. 6180, Jan. 21, 2000 >

     1.Subscription, underwriting or purchase of public bonds, corporate
     debentures and stocks;

     2.Loans secured by the securities listed in subparagraph 1;
<PAGE>
     3.Loans secured by the movables;

     4.Purchases of real estates;

     5.Loans secured by real estates or by a foundation established by the Acts
     and subordinate statutes;

     6.Loans to public organizations;

     7.Deposits in financial institutions prescribed by the Presidential Decree
     or postal savings; and

     8.Purchase of bills accepted by banks or trust companies.

     (2) The Financial Supervisory Commission may, in case where deemed
     necessary, prescribe the type of corporate debentures, stocks, and movables
     under paragraph (1). < Amended by Act No. 5700, Jan. 29, 1999 >

     (3) The aggregate of a purchase price of real estates under paragraph (1) 4
     shall not exceed the total sum of paid-in capital and reserves. < Amended
     by Act No. 2064, Dec. 31, 1968 >


ARTICLE 15-2 (RESTRICTION ON OPERATION OF TRUST FUND)

     (1) A trust company may operate the money belonging to the trust property
     only by the methods falling under any of the following subparagraphs:

     1.Subscribing for, accepting or purchasing the government bonds, public
     bonds, corporate debentures or stocks, and other securities;

     2.Loans; and

     3.Other methods as prescribed by the Presidential Decree.
<PAGE>
     (2) The specific scope for operating methods under paragraph (1) 1 and 2
     shall be prescribed by the Presidential Decree.

     (3) The Financial Supervisory Commission may, in case where deemed
     necessary for the protection of truster and the maintenance of order for
     sound trust transactions, set forth the standards for the objects,
     conditions and scopes, etc. of operating the trust fund under paragraph
     (1), under the conditions as prescribed by the Presidential Decree.
     [This Article Wholly Amended by Act No. 5502, Jan. 13, 1998]


ARTICLE 15-3 (OPERATION OF SURPLUS FUND)

     Any trust company shall operate any surplus fund arising from the business
     of real estate trust in a manner falling under any of the following
     subparagraphs:

     1.Deposits in financial institutions prescribed by the Presidential Decree;

     2.Acceptance or purchase of the government or public bonds;

     3.Acceptance or purchase of the securities for which the Government or
     financial institutions have given a payment guarantee; and

     4.Other manners prescribed by the Presidential Decree.
     [This Article Newly Inserted by Act No. 6180, Jan. 21, 2000]


ARTICLE 16 (DUTY TO DEPOSIT)

     (1) Trust companies shall, under the conditions as determined by the
     Financial Supervisory Commission, deposit cash or the government bonds
     equivalent to the amount of not less than 1/10 of the paid-in capital as
     security against damages to be incurred upon the beneficiaries due to a
     breach of trust duties. < Amended by Act No. 5502, Jan. 13, 1998 >
<PAGE>
     (2) The amount in excess of 3/5 of the deposit funds under paragraph (1)
     may be substituted by the securities under Article 15 (1) 1 in lieu of the
     government bonds. < Amended by Act No. 5502, Jan. 13, 1998 >


ARTICLE 17 (PREFERENCE OF BENEFICIARIES)

     The beneficiaries shall have the rights to receive the repayment in
     preference to other creditors with respect to the cash, government bonds
     and securities which are deposited by the trust company under Article 16.
     < Amended by Act No. 5502, Jan. 13, 1998 >


ARTICLE 17-2 (ISSUANCE OF BENEFICIARY CERTIFICATE)

     (1) A trust company may issue the beneficiary certificates indicating the
     right to benefit by the money trust contract.

     (2) On issuance of the beneficiary certificates, the authorization from the
     Financial Supervisory Commission shall be obtained in advance. < Amended by
     Act No. 5502, Jan. 13, 1998 >

     (3) Beneficiary certificates shall be bearer certificates: Provided, That
     this shall not apply if a beneficiary demands otherwise.

     (4) Beneficiary certificates in the non-bearer certificates shall be
     converted into bearer certificates by the request of beneficiaries.
     [This Article Newly Inserted by Act No. 2064, Dec. 31, 1968]


ARTICLE 17-3 (PARTICULARS TO BE ENTERED ON BENEFICIARY CERTIFICATE)

     Each beneficiary certificate shall contain a mark, a serial number and a
     provision for trust, and the particulars falling under the followings, and
     shall be signed and
<PAGE>
     sealed by the representative director of the trust company: < Amended by
     Act No. 5502, Jan. 13, 1998 >

     1.Corporate name of the trustee;

     2.Name or title of the beneficiary in a case of non-bearer certificate;

     3.Face value;

     4.Contents of operational manners, if they are set forth;

     5.Contents of a contract for replenishment of principal or interests under
     Article 10 (2), if it is concluded;

     6.Period of a trust contract;

     7.Period and place of repayment of the principal of trust and of allocation
     of incomes;

     8.Calculating method of the remuneration for trust; and

     9.Other matters as prescribed by the Presidential Decree.
     [This Article Newly Inserted by Act No. 2064, Dec. 31, 1968]


ARTICLE 17-4 (TRANSFER AND EXERCISE OF RIGHT TO BENEFIT)

     In case where the beneficiary certificates have been issued, the transfer
     and exercise of the right to benefit under the relevant trust contract
     shall be performed only by such certificates: Provided, That this shall not
     apply to a case where the certificates are of a non-bearer form.
     [This Article Newly Inserted by Act No. 2064, Dec. 31, 1968]


ARTICLE 17-5 (SUCCESSION TO RIGHTS AND OBLIGATIONS OF TRUSTER)
<PAGE>
     A person acquiring the beneficiary certificates shall succeed to the rights
     and obligations with respect to the relevant beneficiary certificates.
     [This Article Newly Inserted by Act No. 2064, Dec. 31, 1968]


ARTICLE 17-6 (PURCHASE OF BENEFIT CERTIFICATES)

     A trust company may purchase the beneficiary certificates as the trustee's
     own property under the conditions as determined by the Financial
     Supervisory Commission. In this case, the provisions of Article 29 of the
     Trust Act shall not be applied thereto. < Amended by Act No. 5502, Jan. 13,
     1998 >
     [This Article Newly Inserted by Act No. 2064, Dec. 31, 1968]


ARTICLE 17-7 (EXERCISE OF RIGHTS OVER STOCKS ACQUIRED FROM TRUST PROPERTY)

     (1) Any rights over the stocks acquired from trust property shall be
     exercised by the trust company concerned.

     (2) Any trust company shall, where it exercises the rights over the stocks
     under paragraph (1), exercise them in good faith for the interest of
     beneficiaries.
     [This Article Newly Inserted by Act No. 6180, Jan. 21, 2000]


ARTICLE 17-8 (RESTRICTIONS ON EXERCISE OF VOTING RIGHTS ON TRUST PROPERTY)

     (1) Any trust company shall, where it falls under any of the following
     subparagraphs, exercise its voting rights, notwithstanding the provisions
     of Article 17-7 (1), in a manner not affecting the content of a resolution
     made by the number of stocks arrived at by a deduction of the number of
     stocks forming a trust property from the number of stocks participating in
     a general meeting of shareholders of a corporation that has issued the
     stocks forming a trust property: Provided, That the same shall not apply to
     the case where a corporation that has issued the stocks forming a trust
     property is obviously
<PAGE>
     expected to incur a loss to such trust property due to a merger, a transfer
     or takeover of business, the appointment of officers and other matters
     corresponding thereto:

     1.Where a person falling under any of the following items aims at
     incorporating a corporation which has issued the stocks forming the
     relevant trust property into an affiliated company under subparagraph 3 of
     Article 2 of the Monopoly Regulation and Fair Trade Act (hereinafter
     referred to "affiliated company"):

     (a) A trust company, or a person in a special relation as prescribed by the
     Presidential Decree with it; and

     (b) A person prescribed by the Presidential Decree who exercises the de
     facto power of controlling a trust company;

     2.Where a corporation that has issued the stocks forming a trust property
     is in a relation falling under each of the following items with the
     relevant trust company: and

     (a) Where it is in a relation of an affiliate; and

     (b) Where it is in a relation as prescribed by the Presidential Decree,
     which exercises the de facto power of controlling the trust company;

     3.Where there exist some concerns about inflicting harms to the protection
     of beneficiaries or the proper operation of trust properties, and which is
     prescribed by the Presidential Decree.

     (2) Any trust company shall, where the stocks forming a trust property come
     to fall under any of the following subparagraphs, not be allowed to
     exercise the voting rights with respect to the relevant stocks:

     1.Where it has acquired the stocks in excess of 15/100 of the total sum of
     stocks issued by the same stock company, the relevant stocks in excess; and

     2.Where a corporation which has issued the stocks forming a trust property
     has
<PAGE>
     a trust company acquire under a trust contract in order to secure its own
     stocks, the stocks of a relevant corporation.

     (3) A trust company shall not commit an act for the purpose of being
     acquitted of the application of the provisions of paragraph (1) and (2),
     such as a cross-exercise of voting rights under a contract, etc. with a
     third party.

     (4) The Financial Supervisory Commission may, where a trust company
     exercises the voting rights with respect to the stocks forming a trust
     property in contravention of paragraphs (1) through (3), order a
     disposition of the relevant stocks.

     (5) The provision of the proviso of paragraph (1) shall not apply to any
     trust company belonging to a large-scale business group under Article 9 (1)
     of the Monopoly Regulation and Fair Trade Act.
     [This Article Newly Inserted by Act No. 6180, Jan. 21, 2000]


ARTICLE 17-9 (PUBLIC ANNOUNCEMENT CONCERNING EXERCISE OF VOTING RIGHTS)

     Any trust company shall, where it exercises the voting rights under Article
     17-7 (1) on the matters related to a change of the management right such as
     a merger, a transfer or takeover of business and the appointment of
     officers, etc., make a public announcement thereof under the conditions as
     determined by the Financial Supervisory Commission.
     [This Article Newly Inserted by Act No. 6180, Jan. 21, 2000]


ARTICLE 17-10 (BOOKS AND DOCUMENTS CONCERNING TRUST PROPERTY, ETC.)

     (1) A beneficiary may request a trust company for a perusal of books and
     documents pertaining to a trust property related with him, or for a
     delivery of their certified copies or abridged copies during business
     hours, and a trust company shall not refuse such a request without
     justifiable reasons.
<PAGE>
     (2) Matters necessary for the scope of books and documents subject to a
     perusal or a delivery of the certified copies or abridged copies under
     paragraph (1) shall be determined by the Financial Supervisory Commission.
     [This Article Newly Inserted by Act No. 6180, Jan. 21, 2000]


     CHAPTER III ACCOUNTING

ARTICLE 18 (BUSINESS YEAR)

     The business year of trust companies shall be as determined by the articles
     of incorporation.


ARTICLE 19 (OBLIGATION TO SUBMIT REPORTS)

     Trust companies shall submit monthly and annual business reports to the
     Financial Supervisory Commission: Provided, That in case where the
     Financial Supervisory Commission sets forth it otherwise under the
     conditions as prescribed by the Presidential Decree, this shall not apply.
     < Amended by Act No. 5502, Jan. 13, 1998 >


ARTICLE 20 (PUBLIC NOTICE OF BALANCE SHEET AND ACCOUNTING SETTLEMENT)

     (1) Deleted. < by Act No. 6180, Jan. 21, 2000 >

     (2) The Financial Supervisory Commission may set forth the standards for
     accounting settlements concerning the trust business of trust companies
     under the conditions as prescribed by the Presidential Decree. < Newly
     Inserted by Act No. 5502, Jan. 13, 1998 >


ARTICLE 21 (AGGRAVATION OF DEPOSIT RESPONSIBILITY TO RESERVE FUNDS)
<PAGE>
     A trust company shall deposit not less than 1/10 of its profits as a
     reserve fund whenever the profits are allotted, until the said funds reach
     to the total sum of its paid-in capital. < Amended by Act No. 5502,
     Jan. 13, 1998; Act No. 6180, Jan. 21, 2000 >


     CHAPTER IV MATTERS PROHIBITED

ARTICLE 22 (RESTRICTIONS ON HOLDING OF CONCURRENT OFFICE BY OFFICERS, ETC.)

     Any standing officer of a trust company shall, where he falls under the
     requirements as prescribed by the Presidential Decree, not be concurrently
     engaged in another company or other profit-making corporations as an
     executive director.
     [This Article Wholly Amended by Act No. 6180, Jan. 21, 2000]


ARTICLE 23

     Deleted. < by Act No. 5700, Jan. 29, 1999 >


ARTICLE 24

     Deleted. < by Act No. 2064, Dec. 31, 1968 >


     CHAPTER V SUPERVISION

ARTICLE 24-2 (SUPERVISION OF TRUST COMPANY)

     The Financial Supervisory Commission may supervise the business of trust
     companies, and issue an order required therefor, in order to protect the
     beneficiaries and maintain a sound order in trust transactions.
     [This Article Newly Inserted by Act No. 6180, Jan. 21, 2000]
<PAGE>
ARTICLE 24-3 (GUIDANCE FOR SOUND MANAGEMENT)


     (1) A trust company shall observe the management guidance standards set
     forth by the Financial Supervisory Commission with respect to matters
     falling under each of the following subparagraphs in order to maintain the
     soundness of management, under the conditions as prescribed by the
     Presidential Decree:

     1. Matters relating to the appropriateness of capital;

     2. Matters relating to the soundness of assets;

     3. Matters relating to the liquidity; and

     4. Other matters necessary to secure the soundness of management.

     (2) The Financial Supervisory Commission may, where it deems that a trust
     company fails to observe the management guidance standards under paragraph
     (1) and is feared to greatly undermine the soundness of management, request
     such trust company to take measures necessary for the improvement of its
     management such as increasing its paid-in capital and restricting the
     allotment of profits, etc.
     [This Article Newly Inserted by Act No. 6180, Jan. 21, 2000]


ARTICLE 25 (REPORT AND SUBMISSION OF DOCUMENT, ETC.)

     The Financial Supervisory Commission may, where it deems necessary, have a
     trust company report on the status of business and assets or submit
     documents or accounting books. < Amended by Act No. 5502, Jan. 13, 1998;
     Act No. 6180, Jan. 21, 2000 >


ARTICLE 25-2 (MODIFICATION, ETC. OF STANDARD CONTRACTUAL TERMS AND CONDITIONS,
ETC.)
<PAGE>
     (1) A trust company shall, where it intends to set forth or modify the
     standard contractual terms and conditions or the standard contract
     (hereinafter referred to as "standard contract, etc.") related to the trust
     transactions, report in advance to the Financial Supervisory Commission.

     (2) The Financial Supervisory Commission may, where it deems necessary for
     the maintenance of a sound order in trust transactions, order the trust
     company to modify the standard contract, etc.

     (3) The Financial Supervisory Commission may set forth the time, procedures
     and other necessary matters for reporting on an institution or modification
     of the standard contract, etc. under the conditions as prescribed by the
     Presidential Decree.

     (4) A trust company shall make a public announcement of the contract
     conditions, etc. for the trust transactions, under the conditions as
     determined by the Financial Supervisory Commission.
     [This Article Newly Inserted by Act No. 5502, Jan. 13, 1998]


ARTICLE 25-3 (PUBLIC ANNOUNCEMENT OF MANAGEMENT STATUS)

     A trust company shall make a public announcement of matters necessary for
     the protection of beneficiaries and which are prescribed by the
     Presidential Decree, under the conditions as determined by the Financial
     Supervisory Commission.
     [This Article Newly Inserted by Act No. 6180, Jan. 21, 2000]


ARTICLE 26 (INSPECTION, ETC.)

     (1) The Governor of the Financial Supervisory Service established pursuant
     to the Act on the Establishment, etc. of Financial Supervisory
     Organizations (hereinafter referred to as the "Governor of Financial
     Supervisory Service")
<PAGE>
     shall have the officials under his control inspect the business and assets
     of trust companies.

     (2) The Governor of the Financial Supervisory Service may, where he deems
     it necessary to conduct the inspection under paragraph (1), request a trust
     company to file a report on its business and assets, furnish the data and
     have an interested party attend and state his opinions.

     (3) A person in charge of making the inspection under paragraph (1) shall
     carry a certificate showing his authority and produce it to persons
     concerned.
     [This Article Wholly Amended by Act No. 6180, Jan. 21, 2000]


ARTICLE 26-2 (SANCTION, ETC. AGAINST OFFICERS AND EMPLOYEES)

     (1) The Financial Supervisory Commission may, where an officer of a trust
     company violates this Act or the regulations, orders and instructions under
     this Act or commits an act of greatly undermining the sound management of a
     trust company, order the suspension of performance of duties of the
     relevant officer according to a recommendation from the Governor of the
     Financial Supervisory Service, or advise the person entitled to appoint to
     dismiss him, and have the Governor of the Financial Supervisory Service
     take proper measures, such as a warning, etc. < Amended by Act No. 6180,
     Jan. 21, 2000 >

     (2) The Governor of the Financial Supervisory Service may, where an
     employee of a trust company violates this Act or the regulations, orders
     and instructions under this Act or commits an act of greatly undermining
     the sound management of a trust company, request the president of such
     trust company to take proper censure measures, such as a dismissal, a
     suspension of work, a cut in salary and a reprimand, etc. < Amended by Act
     No. 6180, Jan. 21, 2000 >

     (3) The Governor of the Financial Supervisory Service may, where a trust
     company operates its business in the unsound manner while continually
     violating this Act, etc., recommend to the Financial Supervisory Commission
     to order a change in types or methods of business, or a business
     suspension, of the
<PAGE>
     relevant trust company.
     [This Article Newly Inserted by Act No. 5502, Jan. 13, 1998]


ARTICLE 27

     Deleted. < by Act No. 6180, Jan. 21, 2000 >


ARTICLE 28 (SUSPENSION OF BUSINESS)

     The Financial Supervisory Commission may order the suspension of a trust
     business within the limit of not exceeding six months, in case where a
     trust company violates the Acts and subordinate statutes, the articles of
     incorporation, or the orders or instructions of the Financial Supervisory
     Commission or the Governor of the Financial Supervisory Service, or commits
     an act harming the public interests.
     [This Article Wholly Amended by Act No. 5982, May 24, 1999]


ARTICLE 29

     Deleted. < by Act No. 5982, May 24, 1999 >


ARTICLE 29-2 (REVOCATION OF AUTHORIZATION)

     The Financial Supervisory Commission may revoke the authorization of a
     trust business, in case where a trust company comes to fall under any of
     the following subparagraphs: < Amended by Act No. 6180, Jan. 21, 2000 >

     1.Where the company has deranged an order in trust transactions by
     significant illegal acts or unsound business operations;

     1-2.Where it has obtained an authorization of trust business by falsity and
     other illegal means;

     1-3.Where it has violated the contents or terms of permission;
<PAGE>
     2.Where it has come to fall under the causes listed in Article 28;

     2-2.Where it has operated the business during a period of business
     suspension; and

     3.Where such revocation is deemed necessary in accordance with the status
     of readjustments with respect to the trust company which has received an
     order of business suspension under Article 27 or 28.
     [This Article Wholly Amended by Act No. 5982, May 24, 1999]


ARTICLE 29-3 (EXCLUSION OF APPLICATIONS)

     The provisions of Articles 7 (1), 8-2, 15 and 21 shall not apply to a
     financial institution under the Banking Act which concurrently operates the
     trust business.
     [This Article Newly Inserted by Act No. 6180, Jan. 21, 2000]


     CHAPTER VI DOMESTIC BRANCHES OF FOREIGN FINANCIAL INSTITUTIONS

ARTICLE 29-4 (AUTHORIZATION FOR FOREIGN FINANCIAL INSTITUTIONS)

     (1) Any foreign financial institution (referring to an institution
     established under the foreign Acts and subordinate statutes and which runs
     a trust business in a foreign state; hereinafter the same shall apply)
     shall, when it intends to set up a branch office or a business place
     (hereinafter referred to as the "branch, etc.") in order to operate a trust
     business in the Republic of Korea, obtain an authorization of the Financial
     Supervisory Commission, under the conditions as prescribed by the
     Presidential Decree.

     (2) The Financial Supervisory Commission may attach conditions to the
<PAGE>
     authorization under paragraph (1).
     [This Article Newly Inserted by Act No. 6180, Jan. 21, 2000]


ARTICLE 29-5 (APPLICATION OF ACTS TO FOREIGN FINANCIAL INSTITUTIONS)

     (1) Any branch, etc. of a foreign financial institution, which has been
     granted an authorization under Article 29-4 (1) shall be considered a trust
     company under this Act: Provided, That the provisions of Article 3 (2)
     shall not apply thereto.

     (2) The business fund, etc. of the branch, etc. of a foreign financial
     institution and other necessary matters shall be prescribed by the
     Presidential Decree.
     [This Article Newly Inserted by Act No. 6180, Jan. 21, 2000]


ARTICLE 29-6 (REVOCATION OF AUTHORIZATION, ETC.)

     (1) The Financial Supervisory Commission may, where the head office of a
     foreign financial institution comes to fall under each of the following
     subparagraphs, revoke an authorization granted to its branch, etc. of the
     relevant foreign financial institution:

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

     2.Where it is subjected to a disciplinary punishment corresponding to an
     administrative disposition taken by a supervisory agency under Article
     29-2, for the reasons of delicts and unsound business operations, etc.; and

     3.Where it suspends or interrupts its business.

     (2) The branch, etc. of a foreign financial institution shall, where the
     head office of relevant financial institution comes to fall under any
     subparagraph of paragraph (1), file a report thereof with the Financial
     Supervisory Commission within 7 days from the date on which the relevant
     cause occurred.
<PAGE>
     (3) Where the head office of a foreign financial institution is dissolved,
     goes bankrupt, ceases to run the trust business or faces revocation of the
     authorization of trust business, the authorization granted to the branch,
     etc. of such foreign financial institution under Article 29-4 (1) shall be
     considered to have been revoked on the date on which the relevant cause
     occurs.
     [This Article Newly Inserted by Act No. 6180, Jan. 21, 2000]


     CHAPTER VII SUPPLEMENTARY PROVISIONS

ARTICLE 30 (EFFECT OF MERGER)

     (1) When a trust company merges with another one, the surviving trust
     company or the established trust company after the merger shall succeed to
     the rights and obligations related to the trust contracts of the
     disappearing trust company due to the merger.

     (2) In case where there exists any beneficiary raising objections to the
     merger of trust companies, the provisions of Articles 11 and 17 (1) and (3)
     of the Trust Act shall apply mutatis mutandis to the trust concerned.


ARTICLE 31 (CHANGE OF PURPOSES)

     (1) In case where a trust company changes its purposes and continues to
     exist as a company to engage in another business, the Financial Supervisory
     Commission may order the relevant company to deposit its assets or issue
     other necessary orders until it completely pays off its obligations related
     to its trust business. < Amended by Act No. 5502, Jan. 13, 1998 >
<PAGE>
     (2) The provisions of Articles 25 and 26 shall apply mutatis mutandis to
     the case as provided in the paragraph (1). < Amended by Act No. 5502, Jan.
     13, 1998 >


ARTICLE 32 (EFFECT OF CANCELLING BUSINESS LICENSE)

     A trust company shall be dissolved when its business license is cancelled.


ARTICLE 33 (SUPERVISION OF LIQUIDATION)

     (1) The liquidation of a trust company shall be supervised by the Financial
     Supervisory Commission. < Amended by Act No. 5502, Jan. 13, 1998 >

     (2) The Financial Supervisory Commission may inspect the status of the
     liquidating business and assets, order the deposit of assets, or issue
     other orders necessary for the supervision of liquidation. < Amended by Act
     No. 5502, Jan. 13, 1998 >


ARTICLE 34 (APPOINTMENT OF LIQUIDATOR)

     In case where a trust company is dissolved due to the cancellation of its
     business license, the Financial Supervisory Commission shall appoint a
     liquidator thereof. < Amended by Act No. 5502, Jan. 13, 1998 >


ARTICLE 35 (SPECIAL CASE OF APPOINTMENT OF LIQUIDATOR)

     In case where the Court appoints, pursuant to the Commercial Act, a
     liquidator upon request by the public prosecutor or interested parties, and
     where there exists no liquidator, the Financial Supervisory Commission
     shall appoint the liquidator upon request by interested parties or ex
     officio. < Amended by Act No. 5502, Jan. 13, 1998 >
<PAGE>
ARTICLE 36 (REMUNERATION FOR LIQUIDATOR)

     In case where the Financial Supervisory Commission has appointed a
     liquidator, it shall have the trust company pay remunerations to him. Its
     amount shall be determined by the Financial Supervisory Commission.
     < Amended by Act No. 5502, Jan. 13, 1998 >


ARTICLE 37 (DISMISSAL OF LIQUIDATOR)

     The Financial Supervisory Commission may, when there exist any important
     reasons, dismiss the liquidator upon request by interested parties or ex
     officio. < Amended by Act No. 5502, Jan. 13, 1998 >


ARTICLE 37-2 (ENTRUSTMENT OF AUTHORITY)

     The Financial Supervisory Commission may entrust in part its authority
     under this Act to the Governor of the Financial Supervisory Service, under
     the conditions as prescribed by the Presidential Decree.
     [This Article Newly Inserted by Act No. 5502, Jan. 13, 1998]


ARTICLE 37-3 (HEARINGS)

     The Financial Supervisory Commission shall, in case where it intends to
     revoke the authorization of business of the trust company under Article
     29-2, hold hearings. < Amended by Act No. 5700, Jan. 29, 1999; Act
     No. 5982, May 24, 1999 >
     [This Article Newly Inserted by Act No. 5502, Jan. 13, 1998]


ARTICLE 38 (CASES OF COMPOSITION, BANKRUPTCY AND COMPULSORY COMPOSITION)
<PAGE>
     (1) In the case of composition, bankruptcy and compulsory composition of a
     trust company, the Court may request the persons engaged in the inspection
     or supervision of such a trust company to state their opinions, or
     commission them to perform the inspection or examination. < Amended by Act
     No. 5502, Jan. 13, 1998 >

     (2) In the case of paragraph (1), the persons requested or commissioned by
     the Court may state their opinions to the Court. < Amended by Act No. 5502,
     Jan. 13, 1998 >


ARTICLE 38-2 (SHARE OF EXPENSES)

     (1) A trust company undergoing an inspection by the Financial Supervisory
     Service shall pay to the Financial Supervisory Service the share of
     expenses to be appropriated for the inspection expenses.

     (2) The ratio of the share of expenses under paragraph (1) and its limit
     and other matters necessary for the payment of shares of expenses shall be
     prescribed by the Presidential Decree.
     [This Article Newly Inserted by Act No. 5502, Jan. 13, 1998]


     CHAPTER VIII PENAL PROVISIONS

ARTICLE 39 (PENAL PROVISIONS)

     Any person falling under each of the following subparagraphs shall be
     punished by imprisonment with prison labor for not more than 5 years or by
     a fine not exceeding 30 million won:

     1.Person who has run the trust business without obtaining an authorization
     under Article 3 (1);
<PAGE>
     2.Person who has obtained an authorization under Article 3 (1) by falsity
     and other illegal means; and

     3.Person who has exercised the voting rights in contravention of the
     provisions of Article 17-8 (1) through (3).
     [This Article Wholly Amended by Act No. 6180, Jan. 21, 2000]


ARTICLE 40 (PENAL PROVISIONS)

     Any person falling under each of the following subparagraphs shall be
     punished by imprisonment with prison labor for not more than 3 years or by
     a fine not exceeding 20 million won:

     1.Person who has violated the provisions of Article 12 (2);

     2.Person who has failed to undergo an accounting audit under Article 12-2
     (1) without any justifiable reasons;

     3.Person who has divulged secrets related to an accounting audit of trust
     property in contravention of Article 12-2 (3);

     4.Person who has failed to make depositions in contravention of Article 16
     (1); and

     5.Person who has failed to accumulate the reserve fund in contravention of
     Article 21.
     [This Article Wholly Amended by Act No. 6180, Jan. 21, 2000]


ARTICLE 41 (PENAL PROVISIONS)

     Any person falling under each of the following subparagraphs shall be
     punished by imprisonment with prison labor for not more than 1 year or by a
     fine not exceeding 10 million won:
<PAGE>
     1.Person who has violated the provisions of Article 7 (2);

     2.Person who has violated the provisions of Article 10;

     3.Person who has refused, obstructed or evaded the orders by the Financial
     Supervisory Commission under Article 12-2 (2), such as to furnish the data
     or file reports;

     4.Person who has violated the provisions of Article 13;

     5.Person who has violated the provisions of Article 15;

     6.Person who has violated the provisions of Article 15-2;

     7.Person who has issued the beneficiary certificates in contravention of
     the provisions of Article 17-2 (2);

     8.Person who has failed to make a public announcement in contravention of
     the provisions of Article 17-9; and

     9.Person who has violated the orders under the provisions of Articles 24-2,
     31 (1) and 33 (2).
     [This Article Wholly Amended by Act No. 6180, Jan. 21, 2000]


ARTICLE 42 (JOINT PENAL PROVISIONS)

     Where the representative of a corporation or the agent, servant and other
     employees of a corporation or an individual commits the act of violating
     Articles 39 through 41 in relation to the business of such corporation or
     individual, the corporation or the individual shall be each fined according
     to relevant Articles in addition to the punishment of the actor.
     [This Article Newly Inserted by Act No. 6180, Jan. 21, 2000]


ARTICLE 43 (FINE FOR NEGLIGENCE)
<PAGE>
     (1) Any person falling under each of the following subparagraphs shall be
     punished by a fine for negligence not exceeding 10 million won: < Amended
     by Act No. 6180, Jan. 21, 2000 >

     1.Person who has violated the provisions of Article 8 (1) or (2);

     2.Person who has violated the provisions of Article 17-10;

     3.Person who has failed to submit a report or the data under Article 19 or
     25, or submitted by falsity;

     4.Person who has made an accounting settlement in contravention of Article
     20 (2);

     5.Person who has failed to make a public announcement under Article 25-2
     (4) or 25-3, or made by falsity; and

     6.Person who has refused, obstructed or evaded the inspection under Article
     26 (1) (including the case of application mutatis mutandis by Article 31
     (2)) or 33 (2).

     (2) The fine for negligence under paragraph (1) shall be imposed and
     collected by the Financial Supervisory Commission under the conditions as
     prescribed by the Presidential Decree. < Newly Inserted by Act No. 5502,
     Jan. 13, 1998; Act No. 5700, Jan. 29, 1999; Act No. 5982, May 24, 1999 >

     (3) Persons who have objections against the disposition of a fine for
     negligence under paragraph (2) may file an objection with the Financial
     Supervisory Commission within thirty days since accepting the notification
     of relevant disposition. < Newly Inserted by Act No. 5502, Jan. 13, 1998;
     Act No. 5982, May 24, 1999 >

     (4) Where the person who has been subjected to the disposition of a fine
     for negligence under paragraph (2) has filed an objection under paragraph
     (3), the
<PAGE>
     Financial Supervisory Commission shall notify without delay the competent
     court of the relevant fact, and the court so notified shall hold a trial on
     the fine for negligence as prescribed by the Non-Contentious Case
     Litigation Procedure Act. < Newly Inserted by Act No. 5502, Jan. 13, 1998;
     Act No. 5982, May 24, 1999 >

     (5) Where an objection is not filed within the period under paragraph (3),
     nor the fine for negligence is paid, the fine for negligence shall be
     collected following the procedures for the recovery of national taxes in
     arrears. < Newly Inserted by Act No. 5502, Jan. 13, 1998 >


ARTICLE 44

     Deleted. < by Act No. 5502, Jan. 13, 1998 >


   ADDENDA

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

     (2) (Repealing Act) The Chosun Trust Business Decree, Decree No. 8,
     promulgated on June 9, 1931, shall be hereby repealed.

     (3) (Transitional Measures) Those persons who have obtained a business
     license of trust in accordance with the Chosun Trust Business Decree shall
     be deemed to have obtained such license in accordance with this Act.

     (4) (Idem) The measures taken by the Minister of Finance and Economy in
     accordance with the Chosun Trust Business Decree implemented prior to this
     Act shall be deemed to have been taken under this Act, if there are
     equivalent provisions in this Act thereof.


   ADDENDUM < Act No. 2064, Dec. 31, 1968 >
<PAGE>
This Act shall enter into force on the date of its promulgation.


   ADDENDA < Act No. 5502, Jan. 13, 1998 >


ARTICLE 1 (ENFORCEMENT DATE)

     This Act shall enter into force on April 1, 1998: Provided, That the
     amended provision of Article 37-3 shall enter into force on January 1,
     1998.


ARTICLE 2 (GENERAL TRANSITIONAL MEASURES)

     (1) Authorization, approval, decision, order, disposition, and other
     measures done by the Minister of Finance and Economy under the previous
     provisions before this Act enters into force shall be deemed to be measures
     done by the Minister of Finance and Economy, the Financial Supervisory
     Commission, or the Governor of the Financial Supervisory Service under this
     Act.

     (2) Application, reporting, and other conducts done to the Minister of
     Finance and Economy under the previous provisions before this Act enters
     into force shall be deemed to be conducted to Minister of Finance and
     Economy, the Financial Supervisory Commission, or the Governor of the
     Financial Supervisory Service under this Act.


ARTICLE 3 (EXAMPLE OF APPLICATION CONCERNING SANCTIONS AGAINST OFFICERS AND
EMPLOYEES)

     The amended provisions of Article 26-2 shall apply to the conducts first
     done after the enforcement of this Act.


ARTICLE 4 (TRANSITIONAL MEASURE CONCERNING STANDARDS FOR PAID-IN CAPITAL)
<PAGE>
     A person who has received an authorization for trust business at the time
     when this Act enters into force, shall meet the standards for paid-in
     capital prescribed in the amended provisions of Article 4 within three
     years after this Act enters into force.


   ADDENDUM < Act No. 5700, Jan. 29, 1999 >

This Act shall enter into force on the date of its promulgation.


   ADDENDA < Act No. 5982, May 24, 1999 >


ARTICLE 1 (ENFORCEMENT DATE)

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


ARTICLES 2 THROUGH 6

     Omitted.


   ADDENDA < Act No. 6180, Jan. 21, 2000 >

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

     (2) (Transitional Measures concerning Qualification Requirements for
     Officers) In case where any officer of a trust company has, at the time
     when this Act is enforced, come to fall under the cause of disqualification
     under the amended provision of Article 8-2 due to causes that occurred
     prior to the enforcement of
<PAGE>
     this Act, the previous provisions shall govern, notwithstanding such
     amended provisions.

     (3) (Application Example concerning Accounting Audit of Trust Property) The
     amended provisions of Articles 12-2 and 12-3 shall apply to any trust
     established under the standard contractual terms and conditions first set
     forth or modified after the enforcement date of this Act (including the
     trust established under the standard contractual terms and conditions set
     forth or modified prior to the enforcement date of this Act, which is
     additionally trusted after the enforcement date of this Act).

     (4) (Transitional Measures concerning Penal Provisions and Fine for
     Negligence) In the application of the penal provisions and the regulation
     of the fine for negligence to any acts committed prior to the enforcement
     of this Act, the previous provisions shall govern.

</TEXT>
</DOCUMENT>
