Standard Form of Articles of Incorporation for Listed Companies

Korea Listed Companies Association

Established on February 5, 1980

Amended on July 13, 1984; January 25, 1988;

December 6, 1989; August 21, 1991;

1June 22, 1993; January 17, 1996;

October 10, 1996; February 21, 1997;

February 17, 1998; February 23, 1999;

February 10, 2000; March 2, 2001;

February 4, 2003; February 2, 2004

CHAPTER  I. GENERAL PROVISIONS

Article 1 (Name) The name of the company shall be [ ** ] Jushikhoisa (or Jushikhoisa [ ** ]) in Korean and [ ** ]in English (hereinafter referred to as the "Company").

Article 2 (Purposes) The purposes of the Company is to engage in the following business activities:

(1)

(2)

(3)

(4)

(5)                                                     ; and

(6) Other activities incidental to each of the aforementioned business.

Article 3 (Location of Head Office and Establishment of Branches, etc.) ① The head office of the Company shall be located in [ * ].

② Branches may be established by the Company by resolutions of the Board of Directors, whenever necessary.

※ 1. The location of the head office may be provided as "Seoul (or specify the name of the metropolitan city)" or "(name of the city or county) in (name of the province)."

2. If the Company intends to establish and maintain sub-branches, offices or overseas subsidiaries in addition to branches under the Commercial Code, subsection 2 above may provide as follows:

Ex) Branches, sub-branches, offices and/or subsidiaries may be established by the Company within or outside Korea, by resolutions of the Board of Directors, whenever necessary.

Article 4 (Method of Giving Public Notice) Public notice by the Company shall be made through [ * ](name of the newspaper), a Korean language newspaper of general circulation published in [ * ](name of the city).

CHAPTET II.  SHARES

Article 5 (Total Number of Shares) The total number of authorized shares shall be [ * ] shares.

Article 6 (Par Value) The par value of each share to be issued by the Company shall be [ * ] Won.

Article 7 (Shares to be issued at the time of Incorporation) The total number of shares to be issued by the Company at the time of incorporation shall be [ * ] shares.

If the Company intends to issue common shares in registered form only

Article 8 (Classes of Shares-1) The shares to be issued by the Company shall be common shares in registered form.

If the Company intends to issue preferred shares as well as common shares, both in registered form

Article 8 (Classes of Shares-2) The shares to be issued by the Company shall be common shares and preferred shares, both in registered form.

Article 8-2 (Number and Contents of Preferred Shares) ① Preferred shares to be issued by the Company shall be non-voting and the number of such shares to be issued shall be [ * ] shares.

② The rate of preferential dividends per annum payable on preferred shares ("preferred dividend(s)") shall be within the range of not less than [ * ]% of its par value, but not exceeding [ * ]% thereof, as determined by the Board of Directors at the time of issuance thereof. (Amended on October 10, 1996)

※ The minimum rate of preferred dividends, which is to be prescribed by each listed company in its Articles of Incorporation, shall be determined to the extent of guaranteeing a reasonable level of dividend income to investors and also taking into account the said company’s optimal financial costs (including financing expenses and past dividend policies and other capital market indices. (This note was modified on February 10, 2000)

③ If the dividend rate declared on common shares exceeds the preferred dividend rate, shareholders holding preferred shares (hereinafter "preferred shareholder(s)") shall be entitled to the amount of dividends in excess which shall be distributed on a pro rata basis to all common and preferred shareholders. (Amended on October 10, 1996)

④ If, for any fiscal year, dividends have not been paid on preferred shares at the dividend rate prescribed herein, such unpaid dividends shall be preferentially paid on a cumulative basis at the time of payment of dividends for the subsequent fiscal years. (Amended on October 10, 1996)

⑤ In the event that a resolution of not paying preferred dividends prescribed herein has been passed at a meeting of shareholders of the Company against the preferred dividends prescribed herein, preferred shareholders shall be granted voting rights from the opening date of the meeting of shareholders immediately following such meeting of shareholders until the closing date of the meeting of shareholders at which a resolution is passed in favor of payment of the preferred dividends. (Amended on October 10, 1996)

⑥ If the Company increases its capital by issuance of common shares or bonus shares, the new shares to be assigned to preferred shareholders shall be common shares in the case of issuance of common shares and shall be the preferred shares of the same class in the case of a bonus issue. (Amended on October 10, 1996)

⑦ The duration of preferred shares issued by the Company shall be [*] years, starting from the date of issuance thereof, and they shall be converted to common shares contemporaneously with expiration of such duration; provided, however, that, if the preferred dividends have not been paid by the Company as prescribed herein for the said period, the aforementioned duration shall be postponed until such unpaid dividends have been paid in full. In such a case, the provision of Article 10-4 hereof shall apply, mutatis mutandis, with respect to payment of dividends on the shares issued as a result of conversion hereunder. (Amended on October 10, 1996 and February 21, 1997 respectively)

※ The duration of preferred shares shall be determined by the company, at its own discretion, within the range of at least 3 years up to a maximum of 10 years from the date of issuance thereof.

Article 9 (Types of Share Certificates) Share certificates shall be issued by the Company in eight denominations of one(1), five(5), ten(10), fifty(50), one hundred(100), five hundred(500), one thousand(1,000) and ten thousand(10,000) shares.

Article 10 (Preemptive Rights) ① Shareholders shall have the preemptive rights to subscribe for the new shares that may be issued by the Company, in proportion to their respective shareholdings. (The proviso deleted on February 21, 1997)

② Notwithstanding the provision of subsection 1 above, the new shares may be issued to any  third person(s) other than the Company’s existing shareholders, if the Company: (Amended on February 4, 2003)

1. Offers new shares to the public or has an underwriter subscribe for such public offering, to the extent that the number of such new shares does not exceed [*]/100 of the total number of issued and outstanding shares (or the aggregate par value thereof does not exceed [ * ] Won); (Amended on February 4, 2003)

2. Issues new shares to increase its capital through public offering by a resolution of the Board of Directors pursuant to Article 189-3 of the Securities and Exchange Act(hereinafter referred to as "Act"), to the extent that the number of such new shares does not exceed [ * ]/100 of the total number of issued and outstanding shares (or the aggregate par value thereof does not exceed [ * ] Won); (Newly established on February 21, 1997 and amended on February 4, 2003)

3. Issues new shares to members of the Employees Share Ownership Association pursuant to Article 191-7 of the Act (Amended on February 21, 2003)

4. Issues new shares as a result of the exercise of stock options, pursuant to Article 189-4 of the Act (Newly established on February 21, 1997 and amended on February 10, 2003)

5. Issues new shares in accordance with issuance of depositary receipts (DR) pursuant to Article 192 of the Act, to the extent that the number of such new shares does not exceed [ * ]/100 of the total number of issued and outstanding shares (or the aggregate par value thereof does not exceed [ * ] Won); (Newly established on February 21, 1997 and amended on February 4, 2003) or

6. Issues new shares for the purpose of the foreign investment made under the Foreign Investment Promotion Act, for the Company’s managerial reasons, to the extent that the number of such new shares does not exceed [*]/100 of the total number of issued and outstanding shares (or the aggregate par value thereof does not exceed [ * ] Won). (Amended on February 23, 1999and amended on February 4, 2003 respectively)

※ When the Company intends to issue new shares to a third party(s), the Company shall not only prescribe the purpose thereof, the person(s) to whom such new shares are to be issued and the limitations applicable thereto, if any, but also shall ensure that the necessity, adequacy and fairness of issuing such new shares will be achieved at the time of issuance thereof. (Amended on February 4, 2003)

Ex) 1. If the Company issues new shares to financial institutions, domestic and overseas, for the purpose of raising emergency funds; or

2. If the Company issues new shares to one of its business partners in order to acquire a certain technology.

※ When a company intends to have its shares listed on the Korea Exchange(hereinafter referred to as "KRX"), the company shall newly establish the basis on which the preemptive rights of its existing shareholders are to be excluded, for example, "in case the Company offers new shares to the public or has an underwriter subscribe for such public offering in order to have its shares listed on KRX, to the extent that the number of such new shares does not exceed [ * ]/100 of the total number of issued and outstanding shares (or the aggregate par value thereof does not exceed [ * ] Won)". (Newly established on February 10, 2000 and amended on February 4, 2003)

③ In the case of issuing new shares in the manner described in subsection 2 paragraph 1, 2, 5 or 6 above, the class, number and price thereof shall be determined by a resolution of the Board of Directors. (Newly established on February 4, 2003)

※ The price of new shares shall be determined at the time when a resolution with respect thereto is adopted by the Board of Directors in accordance with the relevant provisions of applicable laws and regulations (such as Article 84-5 of the Enforcement Decree of the Act, Article 57 of the Regulation on Securities Issuance and Disclosure).

④ If a shareholder(s) waives or forfeits his/her preemptive rights to subscribe for new shares or any fractional shares are made in the course of allotting new shares, the method of dealing with such new shares or fractional shares shall be determined by a resolution of the Board of Directors. (Newly established on February 21, 1997)

Article 10-2 (Deleted on February 4, 2003)

Article 10-3 (Stock option) ①The Company may grant its officers and employees stock options pursuant to Article 89-4 of the Act by a special resolution of a meeting of shareholders, to the extent of not exceeding [ * ]/100 of the total number of issued and outstanding shares. Notwithstanding the foregoing provision, such stock options may be granted by a resolution of the Board of Directors, to the extent of not exceeding [*]/100 of the total number of issued and outstanding shares. In such a case, those stock options granted by a special resolution of a meeting of shareholders or a resolution of the Board of Directors may be linked to the performance of the Company measured by targeted managerial results or capital market indices. (Amended on March 2, 2001; This proviso was newly established on February 4, 2003)

※ Stock options may be granted by a special resolution of a meeting of shareholders, up to 15/100 of the total number of issued and outstanding shares(pursuant to Article 84-5(5) of the Enforcement Decree of the Act) and by a resolution of the Board of Directors, up to the following extent (pursuant to Article 84-5(6) of the Enforcement Decree of the Act); (i) 1/100 of the total number of issued and outstanding shares, in the case of a company with its capital (in this note, the term "capital" means the capital stock at the end of the most recent fiscal year of the said company) of 300 billion Won or more; (ii) 3/100 of the total number of issued and outstanding shares or 600,000 shares (with a par value of 5,000 Won per share), whichever is lesser, in the case of a company with its capital of 100 billion Won or more but less than 300 billion Won; or (iii) 3/100 of the total number of issued and outstanding shares, in the case of a company with its capital of less than 100 billion Won. (Amended on March 2, 2001 and February 4, 2003 respectively)

※ If a venture company becomes a listed company, the limit of stock options in case of listed companies shall apply; provided, however, that the stock options already granted by the company, if any, are exercisable within the period originally prescribed at the time of grant thereof (Article 11-3(6), the Enforcement Decree of the Act on Special Measures for the Promotion of Venture Businesses and Article 36-10 of the Enforcement Ordinance of the Act). (This Note was newly established on March 2, 2001)

② Those eligible for a stock option shall be the Company’s officers or employees who contribute or are capable of contributing to the Company’s incorporation or management, overseas operation or technological innovation, etc., and officers or employees of any of the Company’s affiliated companies defined in Article 84-6(1) of the Enforcement Ordinance of the Act, but excluding: (Amended on February 10, 2000 and February 4, 2003 respectively)

1. The Company’s largest shareholder (hereinafter, having the meaning defined in Article 54-5(4).2 of the Act) and the said shareholder’s related person(s) (hereinafter, having the meaning defined in Article 10-3(2) of the Enforcement Ordinance of the Act), except a person who comes to fall in the category of such a related person by taking office as the Company’s officer (including an officer of the Company’s affiliated company defined in Article 84-6(1) of the Enforcement Ordinance of the Act), including a non-standing officer of any of the Company’s affiliated companies. (Amended on February 10, 2000 and January 30, 2003 respectively)

2. The Company’s principal shareholder(s) (hereinafter, having the meaning defined in Article 188 of the Act ) and the said shareholder’s related person(s), except a person who comes to fall in the category of such a related person by taking office as the Company’s officer (including an officer of the Company’s affiliated company defined in Article 84-6(1) of the Enforcement Ordinance of the Act), including a non-standing officer of any of the Company’s affiliated companies, or (Amended on February 10, 2000 and February 4, 2003 respectively)

3. A person who becomes a principal shareholder of the Company as a result of exercising his/her stock options

※ The "affiliated company defined in Article 84-6(1) of the Enforcement Ordinance of the Act" in paragraph 2 above means: (i) a foreign corporation ("Foreign Corporation A") to which the Company, as the largest investor, has invested 30/100 or more of the capital, (ii) a foreign corporation ("Foreign Corporation B") to which Foreign Corporation A in sub-paragraph (i) above, as the largest investor, has invested 30/100 or more of the capital and a foreign corporation to which Foreign Corporation B, as the largest investor, has invested 30/100 or more of the capital; (iii) a foreign research institution, conducting R&D activities for the purpose of the Company’s technological innovation, to which the Company, as the largest investor, has invested 30/100 of the capital or total shareholder's equity, iv) if the Company is a financial holding company, the Company’s subsidiaries that is not listed either by the KRX. To avoid any doubts, the corporation referred to in sub-paragraphs (i) or (ii) above shall be limited to a corporation engaging in the production or sales activities which may affect the export performance of the corporation granting such stock options. (Newly established on February 4, 2003)

③ The shares to be delivered as a result of the exercise of stock options hereunder (or, if the difference between the share price at which such stock options are exercised and the market value of relevant share is paid in cash or treasury share, the share on the basis of which such difference is calculated) shall be common shares (or preferred shares) in registered form. (Amended on February 10, 2000)

④ The number of officers and employees who are eligible for stock options hereunder shall not exceed [*]/100 of the total number of officers and employees then in office in the Company or being employed by the Company and the number of shares covered by a stock option that may be granted to an officer or employee of the Company shall not exceed 10/100 of the total number of issued and outstanding shares. (Amended on February 10, 2002)

※ Special provisions for taxation; a corporation granting its employees stock options shall be allowed a deduction for such stock options, except where all of the employees are eligible, and the number of shares covered by a stock option that may be granted to an employee of the Company shall not exceed [ * ]/100of the total number of issued   and outstanding shares.(Amended on March 2, 2001)

⑤ The per-share price at which stock options are exercised ("stock option exercising price’) shall not be lower than either of the following prices and this provision shall also apply to where the relevant stock option exercising price is adjusted subsequently after the grant of stock options

1. If new shares are to be issued and delivered, the higher of the following prices:

(1) the market value of relevant shares evaluated, as of the date of such stock options granted, in accordance with the provisions of Article 84-9(2)1 of the Enforcement Decree of the Act mutatis mutandis or

(2) Face value of relevant shares.

2. Otherwise, the market value of relevant shares evaluated pursuant to paragraph 1 subparagraph (1) above.

(This subsection was amended on February 10, 2000)

※ The Commercial Code provides that the stock option exercising price and its adjustment shall be made by a special resolution of a meeting of shareholders (Article 340-3(2).3), while the Enforcement Ordinance of the Act provides that the aforementioned matters shall be set forth in the relevant stock option agreement (Article 36-9(1)). (Amended on February 10, 2000)

⑥ A stock option granted hereunder may be exercised within [ * ]([ * ]) year(s) from the date after [ * ] ([ * ]) years have elapsed from the date when the resolution mentioned in subsection 1 above is adopted. (Amended on March 2, 2001)

※ A stock option granted hereunder shall be exercisable only if the grantee thereof has been in office in the Company or employed by the Company at least for two (2) years from the date of such resolution (Article 189-4(4) of the Act). Special provisions for taxation shall apply, only if such a stock option is exercised from the date after at least two (2) years have elapsed from the date of grant thereof(refer to Article 15(2)4 of the Restriction of Tax Reduction and Exemption Act). (This Note was amended on February 2, 2004)

※ When it is provided that the stock option exercise period will expire on the date of resignation of the officer or employee concerned and if such an officer or employee has resigned due to a reason not attributable to him/her, the said officer or employee shall be granted an additional period of not less than three (3) months from the date of his/her resignation. (Article 36-9(3) of the Enforcement Ordinance of the Act)

⑦ A person who is granted a stock option is entitled to exercise the stock option only if he/she has been in office in the Company or employed by the Company at least for two (2) years from the date of the resolution mentioned in subsection 1 above; provided, however, that, if the said grantee dies or resigns from the Company within two (2) years from the date of the resolution mentioned in subsection 1 above due to the age limit or any other reason not attributable to him/her, such stock option may be exercised within the period originally set for exercising the same. (Newly established on February 10, 2000)

⑧ The provision of Article 10-4 hereof shall apply, mutatis mutandis, with respect to payment of dividends on the shares issued as a result of the exercise of stock options hereunder. (Newly established on February 10, 2000)

⑨ The grant of a stock option may be cancelled by a resolution of the Board of Directors, if: (Amended on February 10, 2000)

1. After the grant of such a stock option, the grantee thereof has resigned voluntarily from the Company; (Amended on March 2, 2001)

2. The grantee has caused material damages to the Company by willful acts or negligence (Amended on March 2, 2001)

3. The Company is unable to respond to the exercise of such a stock option, due to the Company’s bankruptcy, dissolution or otherwise; or (Newly established on March 2, 2001)

4. There has occurred any event constituting a cause of cancellation thereof as provided in relevant stock option agreement. (Amended on February 10, 2000)

(The following Article was newly established)

Article 10-4 (Commencement Date for Dividends on New Shares) With regard to payment of dividends on the new shares issued by the Company as a result of issuance of new shares or bonus shares, or stock dividends, such new shares shall be deemed to have been issued at the end of the fiscal year immediately preceding the fiscal year to which the time of issuance thereof belongs. (Newly established on January 17, 1996)

If a transfer agent is appointed by the Company

Article 11 (Transfer Agent①) ① The Company shall appoint a transfer agent (hereinafter referred to as "Transfer Agent") in relation to the transfer of its shares.

② The Transfer Agent, its office and the scope of services to be provided by the Transfer Agent on behalf of the Company shall be determined by a resolution of the Board of Director and shall be notified publicly by the Company.

③ The Company shall have the list of shareholders or a copy thereof kept and maintained at the office of the Transfer Agent and shall cause the Transfer Agent deal with the transfer of shares, registration or cancellation of pledges created on shares, registration or cancellation of the property in trust, issuance of share certificates, acceptance of reports and other share-related matters.

④ The procedure of dealing with such matters as mentioned in subsection 3 above shall be subject to the regulation concerning the securities transfer agency by Transfer Agent, etc. (Amended on January 17, 1996)

Article 12 (Report of Addresses, Names and Seals or Specimen Signatures, etc.①) ① Shareholders and pledge registrants shall report to the Transfer Agent their names, addresses, seals or specimen signatures, etc. (Amended on January 17, 1996)

② Each of the shareholders and pledge registrants residing abroad shall designate and report to the Transfer Agent his/her provisional address to which and his/her agent to whom notices may be given by the Company within the Republic of Korea.

③ Any change of the information mentioned in subsections 1 and 2 above shall also be reported to the Transfer Agent accordingly.

If no transfer agent is appointed by the Company

Article 11 (Transfer of Shares, etc.②) The procedure of dealing with the transfer of shares, registration or cancellation of pledges created on shares, indication or cancellation of the property in trust, issuance of share certificates, acceptance of reports and other share-related matters shall be subject to the rules of dealing with share-related matters which will be established by a resolution of the Board of Directors.

Article 12 (Report of Addresses, Names and Seals or Specimen Signatures, etc②.) ①Shareholders and pledge registrants shall report to the Company their names, addresses, seals or specimen signatures, etc. (Amended on January 17, 1996)

② Each of the shareholders and pledge registrants residing abroad shall designate and report to the Company his/her provisional address to which and his/her agent to whom notices may be given by the Company within the Republic of Korea.

③ Any change of the information mentioned in subsections 1 and 2 above shall also be reported to the Company accordingly.

Article 13 (Suspension of Altering Entry in the list of shareholders and Record Date) ① The Company shall suspend entry of alterations in the list of shareholders with respect to shareholders’ rights from January 1 through January 31 of each year.

② The Company shall deem those shareholders whose names appear in the list of shareholders on December 31 of each year to be the shareholders who are entitled to exercise their rights as shareholders at the annual meeting of shareholders to be convened in respect of the said period for the settlement of accounts.

③ The Company may suspend entry of alterations in the list of shareholders with respect to shareholders’ rights for a given period not exceeding three months, if necessary for convening a special meeting of shareholders or otherwise, or the Company may deem those shareholders whose names appear in the list of shareholders on the day specified by a resolution of the Board of Directors to be the shareholders who are entitled to exercise the rights as shareholders in relation to the aforementioned purposes. In such a case, the Board of Directors may designate such a record date, together with suspension of altering entry in the list of shareholders, if the Board of Directors deems it necessary. The Company shall give at least two weeks’ prior public notice of such suspension of entry and such a record date.

※ If the Company intends to designate the record date only, without suspending entry of alterations in the list of shareholders, the provisions of Article 13 hereof can be made as follows:

Ex) Article 13 (Record Date) ① The Company shall deem those shareholders whose names appear in the list of shareholders on December 31 of each year to be those shareholders who are entitled to exercise their rights as shareholders at the annual meeting of shareholders to be convened in respect of the said period for the settlement of accounts.

② If necessary for convening a special meeting of shareholders or otherwise, the Company shall deem the shareholders whose names appear in the list of shareholders on the day specified by a resolution of the Board of Directors to be the shareholders who are entitled to exercise the rights as shareholders for the aforementioned purposes. The Company shall give at least two weeks’ prior public notice of such suspension of entry and such record date.

※ If the Company intends to suspend entry of alterations in the list of shareholders until the close of the annual meeting of shareholders, the provisions of Article 13 can be made as follows:

Ex) Article 13 (Suspension of Altering Entry in the list of shareholders and Record Date) ① The Company shall suspend entry of alterations in the list of shareholders with respect to shareholders’ rights from January 1 of each year until the close of the annual meeting of shareholders to be convened in respect of the immediately preceding period for the settlement of accounts.

② The Company shall deem those shareholders whose names appear in the list of shareholders on December 31 of each year to be the shareholders who are entitled to exercise their rights as shareholders at the annual meeting of shareholders to be convened in respect of the said period for the settlement of accounts.

③ The Company may suspend entry of alterations in the list of shareholders with respect to shareholders’ rights for a given period not exceeding three months, if necessary for a special meeting of shareholders or otherwise, or the Company may deem those shareholders whose names appear in the list of shareholders on the day specified by a resolution of the Board of Directors to be the shareholders who are entitled to exercise the rights as shareholders for the aforementioned purposes. In such a case, the Board of Directors may designate such a record date, together with suspension of altering entry in the list of shareholders, if the Board of Directors deems it necessary. The Company shall give at least two weeks’ prior public notice of such suspension of entry and such a record date.

CHAPTER III. BONDS

Article 14 (Issuance of Convertible Bonds) ① The Company may issue convertible bonds to any person(s) other than the Company’s shareholders by a resolution of the Board of Directors to the extent that their aggregate par value does not exceed [ * ] Won, if such convertible bonds are issued: (Amended on February 10, 2000)

1. through public offering;

2. for the purpose of the foreign investment made under the Foreign Investment Promotion Act, for the Company’s managerial reasons

3.

4.

5.

※ The aforementioned provision of paragraph 2 of this subsection is given as an example of allotting such bonds to a third person(3). In case where the Company intends to issue convertible bonds by allotting them to a third person(s), the purpose of issuing such bonds and the person(s) to whom such bonds are to be issued must be specified, in addition, as illustrated below: (This note was newly established on February 10, 2000)

Ex) 1. If the Company issues convertible bonds to one of its business partners in order to acquire a certain technology;

2. If the Company issues convertible bonds to financial institutions, domestic and overseas, for the purpose of raising emergency funds; or

3. If the Company issues convertible bonds abroad pursuant to Article 192 of the Act.

② As for the convertible bonds referred to in subsection 1above, the Board of Director may also issue such bonds on condition that only a part thereof be granted the right to convert to capital shares.

③ The shares to be issued as a result of conversion of such bonds shall be [ ** ] shares and the applicable conversion price shall be equal to or higher than the par value per share of such new shares, as determined by the Board of Directors at the time of issuance of such bonds.

※ If the Company intends to issue different classes of share (common shares and preferred shares) upon request for conversion of such bonds, the following provisions may also be adopted: (This note was newly established on February 10, 2000)

Ex) Shares to be issued as a result of conversion of such bonds shall be common shares with respect to the portion equivalent to [ * ] Won among the aggregate par value of the corresponding bonds and shall be preferred shares with respect to the portion equivalent to the balance, [ * ] Won, and the applicable conversion price shall be equal to or higher than the par value per share of such new shares, as determined by the Board of Directors at the time of issuance of such bonds.

④ The period in which holders of convertible bonds are entitled to make a request for conversion hereunder shall begin on the day after [ * ] months (or [ * ] days) have elapsed from the date of issuance thereof and end on the day immediately preceding the maturity date thereof provided, however, that the period for requesting conversion may be adjusted by a resolution of the Board of Directors within the aforementioned period.

⑤ As for payment of dividends on the new shares to be issued as a result of conversion hereunder and the payment of interest on such convertible bonds, the provisions of Article 10-4 hereof shall apply, mutatis mutandis. (Amended on January 17, 1996)

※ If, in the case of a fall in their market price, the Company can adjust the conversion price of convertible bonds to less than 70/100 of their original conversion price prevailing at the time of issuance thereof, the Company must include an additional provision in the Articles of Incorporation, as follows: (refer to Article 61-2 of the Regulation on Securities Issuance and Disclosure)

1) If such adjustment is to be allowed merely by including a provision in the Articles of Incorporation:

Ex) If the Company issues convertible bonds, in proportion to the respective shareholdings of its shareholders, to the extent that their aggregate par value does not exceed [ * ] hundred million Won or issues such convertible bonds due to a cause under paragraph [ * ] of subsection [ * ] above, the Board of Directors may set the minimum conversion price (as adjusted as a result of a fall in the market price of such convertible bonds) to [ * ] Won.

2) If the Articles of Incorporation provide that such adjustment shall be allowed by a special resolution of a meeting of shareholders:

Ex) By a special resolution of a meeting of shareholders, the Company may adjust the minimum conversion price (as adjusted as a result of a fall in the market price of such convertible bonds) to less than 70/100 of their original conversion price prevailing at the time of issuance thereof.

Article 15 (Issuance of Bonds with Warrant) ① The Company may issue bonds with warrant to any person(s) other than the Company’s shareholders by a resolution of the Board of Directors to the extent that their aggregate par value does not exceed [ * ] Won, if such bonds with warrant are issued: (Amended on February 10, 2000)

1. through public offering;

2. for the purpose of the foreign investment made under the Foreign Investment Promotion Act, for the Company’s managerial reasons

3.

4.

5.

※ The aforementioned provision of paragraph 2 of this subsection is given as an example of issuing such bonds to a third person. In case where the Company intends to issue bonds with warrant by issuing them to a third person(s), the purpose of issuing such bonds and the person(s) to whom such bonds are to be issued must be specified, in addition, as illustrated below: (This note was newly established on February 10, 2000)

Ex) 1. If the Company issues convertible bonds to one of its business partners in order to acquire a certain technology;

2. If the Company issues bonds with warrant to financial institutions, domestic and overseas, for the purpose of raising emergency funds; or

3.If the Company issues bonds with warrant abroad pursuant to Article 192 of the Act.

② The amount within which a holder of such bonds with warrant is entitled to request issuance of new shares shall be determined by the Board of Director, to the extent of not exceeding the aggregate face value of such bonds.

③ The shares to be issued as a result of the exercise of such warrant hereunder shall be [ ** ] shares and the applicable price thereof shall be equal to or higher than the par value per share of such new shares, as determined by the Board of Directors at the time of issuance thereof.

④ The period in which holders of bonds with warrant are entitled to exercise such warrant hereunder shall begin on the day after [ * ] months (or [ * ] days) have elapsed from the date of issuance thereof and end on the day immediately preceding the maturity date thereof provided, however, that such a period for exercising warrant may be adjusted by a resolution of the Board of Directors within the aforementioned period.

⑤ As for payment of dividends on the new shares to be issued as a result of the exercise of such warrant hereunder, the provisions of Article 10-4 hereof shall apply mutatis mutandis. (Amended on January 17, 1996)

※ If, in the case of a fall in their market price, the Company can adjust the warrant exercising price ("exercise price") to less than 70/100 of their original exercise price prevailing at the time of issuance thereof, the Company must include an additional provision in the Articles of Incorporation, as follows: (refer to Article 63 of the Regulation on Securities Issuance and Disclosure)

1) If such adjustment is to be allowed merely by including a provision in the Articles of Incorporation:

Ex) If the Company issues bonds with warrant, in proportion to the respective shareholdings of its shareholders, to the extent that their aggregate face value does not exceed [ * ] hundred million Won or issues such bonds with warrant due to a cause under paragraph [ * ] of subsection [ * ] above, the Board of Directors may set the minimum exercise price (as adjusted as a result of a fall in the market price of such bonds with warrant) to [ * ] Won.

2) If the Articles of Incorporation provides that such adjustment shall be allowed by a special resolution of a meeting of shareholders:

Ex) By a special resolution of a meeting of shareholders, the Company may set the minimum exercise price (as adjusted as a result of a fall in the market price of such bonds with warrant) to less than 70/100 of their original exercise price prevailing at the time of issuance thereof. (This note was newly established on February 4, 2003 and amended on February 2, 2004)

Article 16 (Application of Provisions concerning Issuance of Bonds) The provisions of Articles 11 and 12 hereof shall apply mutatis mutandis to the issuance of bonds. (Amended on January 17, 1996)

CHAPTER IV.  MEETING OF SHAREHOLDERS

Article 17(Time to Convene Meeting of Shareholders) ① The Company’s meetings of shareholders shall consist of annual meetings and special meetings.

② The annual meeting shall be held within three (3) months after the end of each fiscal year and special meeting may be held at any time whenever necessary.

Article 18 (Person Authorized to Convene Meeting of Shareholders) ① Unless otherwise provided in relevant laws and regulations, the meeting of shareholders shall be convened by the representative director (president) of the Company with a resolution of Board of Directors.

② If representative director (president) is absent or unable to execute his/her duties, the provisions of Article 34-2 hereof shall apply mutatis mutandis.

Article 19 (Personal and Public Notice of Convening a Meeting of Shareholders) ① In convening a meeting of shareholders, the Company shall give notice in writing to each shareholder of the date, time and place of the meeting and the list of agenda to be dealt with at the meeting, at least two (2) weeks prior to the date set for such a meeting. (Amended on February 4, 2003)

② For shareholders holding one percent (1%) or less of the total number of issued and outstanding shares with voting rights, the Company may insert twice or more in [ * ] Newspaper and [ * ] Newspaper currently being issued in Seoul a public notice of its intention to convene such a meeting and the list of agenda to be dealt with at the meeting, in lieu of giving such notice mentioned in subsection 1 above. (Amended on February 4, 2003)

③ (Deleted on March 2, 2001)

※ In giving notice or public notice of convening a meeting of shareholders, the Company shall give notice or public notice of or maintain a description of the activities performed by outside directors and the matters concerning their remuneration, a description of transactions with the largest shareholder, etc. and other reference information on the operations of the Company and, if appointment of directors is included among the agenda for such a meeting, the Company shall give notice or public notice of the information on the candidates, including their names. (Refer to Article 191-10(2) and (3) of the Act) (This note was newly established on March 2, 2001)

Article 20 (Place of Convening a Meeting of Shareholders) The meeting of shareholders shall be held in the place where the head office of the Company is located and may also be held in any other place adjacent to it, whenever circumstances require.

※ When a company has its head office located in the provincial area and if it intends to hold a meeting of shareholders in a specific city, the company may add such a place to the provision of Article 20, as follows:

Ex) The meeting of shareholders may be held in the place where the head office of the Company is located or any other place adjacent to it. In addition, such meeting may also be held in [ * ] City.

Article 21 (Chairman) ① The Company’s representative director (president) shall preside at all of the meetings of shareholders as chairman.

② If representative director (president) is absent or unable to serve as presiding officer, the provision of Article 34-2 hereof shall apply mutatis mutandis.

Article 22 (Chairman’s Authority to Maintain Order) ① The chairman of a meeting of shareholders may stop a person who significantly disturbs order in such a meeting (including with speech or behavior to interfere with the proceedings of the meeting intentionally) from speaking or may order such a person out of the meeting. (Amended on February 10, 2000)

② The chairman of a meeting of shareholders may limit the duration and/or the number of times of speech by each shareholder, whenever the chairman deems it necessary for smooth proceedings of the meeting.

Article 23 (Shareholders’ Voting Rights) Each shareholder shall have one (1) vote for each share he/she owns.

Article 24(Limitation on the Voting Rights of Cross-held Shares) If the Company, its parent company and subsidiary(s), or a subsidiary(s) of the Company owns more than ten percent (10%) shares of a third company, then the shares of the Company held by that third company shall have no voting rights.

Article 25 (Split Exercise of Voting Rights) ① If a shareholder having more than two (2) votes wishes to split his/her votes at a meeting of shareholders, the said shareholder shall give the Company notice in writing of his/her intention to do so and the reason therefor at least three (3) days prior to the date set for such a meeting.

② The Company may refuse to allow a shareholder to split his/her votes, except for the case where the said shareholder has shares in trust or hold shares on behalf of a third party.

Article 26 (Exercise of Votes by Proxy) ① Each shareholder may exercise his/her vote by proxy.

② In such a case, the proxy shall present to the Company an appropriate document (a power of attorney) evidencing his/her power of representation prior to opening of that meeting.

Article 27 (Method of Adopting Resolutions at Meeting of Shareholders) Unless otherwise provided in the relevant laws and regulations, all resolutions of a meeting of shareholders shall be passed by the affirmative votes of a majority of the shares represented by the shareholders present at the meeting of shareholders, which shall not be less than a quarter of the total number of issued and outstanding shares of the Company. (Amended on January 17, 1996)

If the Company adopts the voting by mail.

※ In order to introduce the system of voting by mail pursuant to Article 368-3 of the Commercial Code, the provisions as in Article 27-2 below shall be included in the Articles of Incorporation:

Article 27-2 (Voting by Mail) ① Shareholders may exercise their voting rights by mail in lieu of attending the meeting of shareholders.

② The Company shall enclose with the notice of convening of the meeting of shareholders the form(s) and other reference information necessary for shareholders to exercise their voting rights.

③ A shareholder who wishes to exercise his/her voting rights by mail shall fill in the form(s) referred to in subsection 2 above, as required, and shall submit the said form(s) to the Company no later than the day immediately preceding the opening date of that meeting. (This Article was newly established on February 10, 2002)

If the Company does not adopt the voting by mail

※ If the Company does not adopt the system of voting by mail, such provisions as in Article 27-2 are not required.

Article 28(Minutes of Meeting of Shareholders) The proceedings and results of a meeting of shareholders shall be recorded in minutes, which shall be kept in the head office and branches of the Company after chairman and all directors present at the meeting have signed and sealed the same or affixed their signatures thereto. (Amended on January 17, 1996)

Chapter V. Directors and Board of Directors

Article 29(Number of Directors) The Company shall have not less than three (3) directors, but not more than [*] ([*]) directors, and the number of outside directors shall be more than a quarter of the total number of directors. (Amended on February 10, 2000)

※ A listed company, the size of the total assets of which is 2,000 billion Won or more as at the end of its most recent fiscal year, should have 3 or more directors and should ensure that a majority of the total number of directors in office will be elected as outside directors (this requirement should be satisfied by the opening date of the first annual meeting of shareholders to be convened after July 1, 2004). (This note was newly established on February 10, 2000; the proviso was deleted on March 2, 2001; further amended on February 2, 2004).

Article 30 (Election of Directors) ① Directors shall be elected by a meeting of shareholders. (Amended on February 10, 2000)

② A resolution for electing directors shall be passed by the affirmative votes of a majority of the shares represented by the shareholders present at the meeting of shareholders, which shall not be less than a quarter of the total number of issued and outstanding shares. (Amended on January 17, 1996 and February 10, 2000 respectively)

If the Company adopts a cumulative vote

※ If the Articles of Incorporation of the Company does not include any provision concerning exclusion of a cumulative vote, then a cumulative vote under Article 382-2 apply automatically.

If the Company does not adopt a cumulative vote

③ In case two (2) directors or more are elected at a meeting of shareholders, the cumulative vote stipulated in Article 382-2 of the Commercial Code shall not apply. (Newly established on February 23, 1999 and amended on February 10, 2000)

If a committee for recommending candidates for outside directors is established

Article 30-2 (Recommendation of Candidates for Outside Directors) ① The committee for recommending candidates for outside directors ("Committee for Recommending Candidates for Outside Directors") shall recommend candidates for outside director among those persons having such qualifications as set forth in the Act and other relevant laws and regulations.

② The details concerning recommendation of candidates for outside directors and screening of their qualifications shall be determined by the Committee for Recommending Candidates for Outside Directors. (This Article was newly established on February 4, 2003)

※ While a company, the size of the total assets of which is 2,000 billion Won or more, is required to establish a committee to recommend candidates for outside directors pursuant to Articles 191-16(3) and 54-5(2) of the Act, other companies may also establish and operate such a committee voluntarily. If a Committee for Recommending Candidates for Outside Directors has been established by a company, then the company may include in its articles of incorporation an additional provision concerning the grounds for recommending candidates for outside directors, as in Article 30-2 hereof.

※ In the case of establishing a Committee for Recommending Candidates for Outside Directors, the grounds for establishing the committee should be provided in Article 39-2 (Committees) hereof.

Article 31 (Term of Office) The term of office of directors shall be three (3) years; provided, however, that such term of office shall be extended until the close of the annual meeting of shareholders convened in respect of the last period for the settlement of accounts comprised in their term of office if their term of office expires after the end of the said last period for the settlement of accounts but before the close of the said meeting of shareholders. (Amended on February 10, 2000)

Article 32 (Election to Fill a Vacancy) ① If there is a vacancy in the number of directors, a director shall be elected at a meeting of shareholders to fill such a vacancy; provided, however, that the foregoing provision shall not apply if the number of the existing directors in office is not less than the number of directors provided in Article 29 hereof and no hindrance is caused to carrying on the Company’s business thereby. (Amended on March 2, 2001)

② If, as a result of resignation or death of an outside director, there is a vacancy in the number of directors as provided in Article 29 hereof, the requirements concerning such a vacancy shall be met at the first meeting of shareholders convened after such a cause of vacancy has occurred. (Newly established on March 2, 2001)

Article 33 (Appointment of Representative Director, etc.) The Company may appoint [ * ] representative director(s) and a few executive vice presidents, senior executive directors and executive directors, by resolutions of the Board of Directors.

Article 34 (Duties of Directors) ① Representative director (president) shall represent the Company and direct the Company’s overall business.

② Executive vice presidents, senior executive directors, executive directors and directors shall assist representative director(president) and take charge of the Company’s business as determined by the Board of Directors and, if representative director(president) is absent or unable to execute his/her duties, shall act as representative director in accordance with the order set forth above.

Article 34-2 (Executive Officers) ① The Company may appoint executive officers by a resolution of the Board of Directors.

② Executive officers shall assist representative director (president) and take charge of the Company’s business as determined by the Board of Directors.

③ The number, term of office, duties, remuneration and appointment of executive officers shall be determined by the Board of Directors.

※ An executive officer means a "person who is not a director duly registered in the commercial register, but executes the company’s business, according as senior executive directors or executive directors do."

Ex) vice president, senior executive, executive, vice executive

(This Article was newly established on February 4, 2003)

Article 34-3 (Directors’ Obligations to Report) ① A director shall report the status of executing his/her duties to the Board of Directors at least once every three (3) months. (Newly established on February 4, 2003)

② If a director finds anything that is likely to cause material damages to the Company, he/she shall immediately report the same to auditor(s). (Amended on February 4, 2003)

※ When a company has established an audit committee, the provision of subsection 2 above should be made to ensure that such a report will be directed to "the Audit Committee" rather than auditor(s). (Amended on February 4, 2003)

Article 35 (Deleted on February 10, 2000)

Article 36 (Deleted on February 10, 2000)

Article 37 (Composition of Board of Directors and Convening of Meetings) ① The Board of Directors shall be composed of directors and make major decisions on the Company’s business.

② Representative director (president) or other director separately appointed by the Board of Directors for this purpose, if any, shall convene all meetings of the Board of Directors by giving notice thereof to each director and auditor [ * ] days prior to the date set for each of such meetings; provided, however, that, if all directors and auditor(s)unanimously consent to holding a meeting of the Board of Directors, the procedure of convening a meeting may be omitted.

※ If an audit committee has been established, the word "auditor(s)" should be deleted. (Newly established on March 2, 2001)

③ The chairman of the Board of Directors shall be the person who has the authority to convene such meetings pursuant to subsection 2 above. (Newly established on February 10, 2001)

Article 38 (Method of Adopting Resolutions) ① A quorum for holding a meeting of the Board of Directors shall be a majority of all directors in office and all resolutions of the Board of Directors shall be adopted by the affirmative votes of a majority of directors present at the meeting.

② The Board of Directors may allow all directors or a part thereof to participate in resolutions of the Board of Directors through the means of communication transmitting and receiving moving pictures and voices simultaneously, in lieu of attending such a meeting in person. In such a case, such director(s) shall be deemed to have attended such a meeting in person.(Amended on February 10, 2002)

③ No directors having a specific interest in any resolution of the Board of Directors shall be allowed to exercise their vote upon such a resolution.

Article 39 (Minutes of Meeting of the Board of Directors) ① The Board of Directors shall record the proceedings of every meeting of the Board of Directors.

② The minutes shall include the agenda, procedure and results of the proceedings of the meeting, names of the directors against each resolution and the reason for their objection thereto and all directors and auditor(s) present at the meeting shall sign and seal the same or affix their signatures thereto. (Amended on January 17, 1996 and February 10, 2002 respectively)

※ If an audit committee has been established, the word "auditor(s)" should be deleted. (Newly established on March 2, 2001)

Article 39-2 (Committees) ① The Company shall establish committees in the Board of Directors, as described below:

1. [ * ] Committee

2.

3.

4.

※ A company, the size of the total assets of which is 2,000 billion Won or more, is required to necessarily establish a committee for recommending candidates for outside directors and an audit committee, pursuant to Articles 191-16(3) (54-5(2)) and 191-17 of the Act. Each committee may be called as follows:

Ex) 1. Executive Committee

2. Compensation Committee

3. Committee for Recommending Candidates for Outside Directors

4. Audit Committee

※ If a committee for recommending candidates for outside directors has been established by a company, then the said company may include in its articles of incorporation an additional provision concerning the grounds for recommending candidates for outside directors, as in Article 30-2 hereof. (This note was newly established on February 4, 2003)

② The details concerning the composition, power and operation of each of such committees shall be determined by resolutions of the Board of Directors.

③ Provisions of Articles 37, 38 and 39 hereof shall apply mutatis mutandis to such committees. (This Article was newly established on February 10, 2000)

Article 40 (Directors’ Remuneration and Retirement Allowances) ① Directors’ remuneration shall be determined by a resolution of a meeting of shareholders. (Amended on February 10, 2000)

② Retirement allowances for directors shall be paid in accordance with the Company’s regulation concerning retirement allowances for officers which shall have been duly approved by a resolution of a meeting of shareholders. (Amended on February 10, 2000)

Article 41 (Consultants and Advisors) The Company may appoint a few consultants and advisors by a resolution of the Board of Directors.

If the Company have an auditor(s)

CHAPTER VI. AUDITOR(S)

Article 41-2 (Number of Auditor(s) and Election) ① The Company shall have not less than one (1) auditor, but not exceeding [*] auditor(s), among whom not less than one (1) auditor shall be elected as full-timer.

② Auditor(s) shall be elected in a meeting of shareholders and resolutions for electing auditor(s) shall be presented to and adopted by a meeting of shareholders, separately from those for electing directors.

③ Resolutions for electing auditor(s) shall be adopted by the affirmative votes of a majority of the shares represented by the shareholders present at the meeting of shareholders, which shall not be less than a quarter of the total number of issued and outstanding shares. However, if the number of the shares held by any shareholder exceeds 3/100 of the total number of issued and outstanding shares with voting rights, the said shareholder may not exercise his/her voting rights in electing auditor(s) with respect to the shares in excess of such 3/100; provided, however, that, in calculating the number of shares held by a shareholder, the number of shares owned by the largest shareholder and his/her related person(s), those who possess shares for account of the largest shareholder or his/her related person(s) and those to whom the largest shareholder or his/her related person(s) have delegated their voting rights shall be added up together. (This Article was newly established on February 10,2000)

Article 41-3(Term of Office of Auditor(s)) The term of office of auditor(s) shall be until the close of the annual meeting of shareholders convened in respect of the last period for the settlement of accounts comprised in his/her term of office, within three (3) years after his/her inauguration as auditor.

Article 41-4 (Election to Fill a Vacancy) If there is a vacancy in the number of auditor(s), an auditor shall be elected at a meeting of shareholders to fill such a vacancy; provided, however, that the foregoing provision shall not apply if the number of the existing auditor(s) in office is not less than the number of auditor(s) provided in Article [ * ] hereof and no hindrance is caused to carrying on the Company’s business thereby. (Amended on February 10,2000)

Article 41-5 (Auditor(s)’ Duties and Obligations) ① Auditor(s) shall audit the Company’s accounting and general operations.

② Auditor(s) may attend the meeting of the Board of Directors to represent his/her opinion. (Newly established on March 2, 2001)

③ Auditor(s) may request the Board of Directors to convene a special meeting of shareholders by submitting a written request stating the business to be dealt with at the proposed meeting and the reason for convening such a meeting.

④ Auditor(s) may request the Company’s subsidiary(s) to make a report on its (their) operations, if auditor(s) deem it necessary to perform his/her duties. In such a case, if the subsidiary(s) fails to immediately make such a report as requested or auditor(s) deem it necessary to verify the content of the report made by the subsidiary(s), auditor(s) shall have the right to inspect that subsidiary’s operations and status of assets. (This Article was newly established on February 10, 2000)

Article 41-6 (Minutes of Audit) Auditor(s) shall prepare minutes of audit with respect to the audit conducted by him/her. The minutes of audit shall be signed and sealed by or shall bear the signatures of, the auditor(s) who has conducted such audit. (This Article was newly established on February 10, 2000)

Article 41-7 (Auditor(s)’ Remuneration and Retirement Allowances) ① Auditor(s)’ remuneration shall be determined by a resolution of a meeting of shareholders. Resolutions for determining auditor(s)’ remuneration shall be presented to and adopted by a meeting of shareholders, separately from those for determining directors’ remuneration.

② Retirement allowances for auditor(s) shall be paid in accordance with the Company’s regulation concerning retirement allowances for officers which shall have been duly approved by a resolution of a meeting of shareholders. (Newly established on February 10, 2000)

If the Company establishes an audit committee

Chapter VII. Audit Committee

Article 41-2 (Composition of Audit Committee) ① The Company shall establish an audit committee ("Audit Committee") pursuant to Article 39-2 hereof, in lieu of auditor(s).

② The Audit Committee shall be composed of three (3) or more directors.

③ Two-thirds (2/3) or more of the total number of Audit Committee members shall be outside directors. An Audit Committee member, who is not an outside director, shall meet the qualifications under Article 54-6(3) of the Act.

④ If the number of shares held by any shareholder exceeds 3/100 of the total number of issued and outstanding shares with voting rights, the said shareholder may not exercise his/her voting rights with respect to the shares in excess of such 3/100 in electing any Audit Committee member who is not an outside director. (Newly established on March 2, 2001)

⑤ In electing the Audit Committee members none of whom is an outside director, if the aggregate total number of shares held by the largest shareholder who will exercise his/her voting rights and his/her related person(s), those who possess shares for account of the largest shareholder or his/her related person(s) and those to whom the largest shareholder or his/her related person(s) have delegated their votes exceeds 3/100 of the total number of issued and outstanding shares with voting rights, such shareholders may not exercise their voting rights with respect to the shares in excess of such 3/100.

⑥ By a resolution, the Audit Committee shall appoint the person who will represent the Audit Committee, where the chairman shall be an outside director. (Amended on March 2, 2001)

(This Article was newly established on February 10, 2000)

Article 41-3(Duties of Audit Committee) ① The Audit Committee shall audit the Company’s accounting and general operations.

② The Audit Committee may request the Board of Directors to convene a special meeting of shareholders in writing, stating the agenda to be dealt with at the meeting of shareholders and the reason for convening such a meeting of shareholders.

③ The Audit Committee may request the Company’s subsidiary(s) to make a report on its (their) operations, if the Audit Committee deem it necessary to perform its duties. In such a case, if the subsidiary(s) fails to immediately make such a report as requested or the Audit Committee deem it necessary to verify the content of the report made by the subsidiary(s), the Audit Committee shall have the right to inspect that subsidiary’s operations and status of assets.

④ In electing an independent auditor, the Audit Committee shall approve such an independent auditor duly elected. (Amended on March 2, 2001)

⑤ In addition to the matters in subsection 1 through 4 above, the Audit Committee shall deal with the matters delegated to it by the Board of Directors. (This Article was newly established on February 10, 2000)

Article 41-4 (Minutes of Audit) The Audit Committee shall prepare minutes of audit with respect to the audit conducted by it. The minutes of audit shall be signed and sealed by or shall bear the signatures of, the Audit Committee members who have conducted such audit. (This Article was newly established on February 10, 2000)

CHAPTER VIII. ACCOUNTING

Article 42(Fiscal year) The fiscal year of the Company shall commence on January 1 and end on December 31 of each year. (Amended on January 17, 1996)

Article 43 (Preparation and Maintenance of Financial Statements and Business Report) ① The representative director (president) of the Company shall prepare and submit to auditor(s) for audit the following documents and their supplementary schedules together with an business report, six (6) weeks prior to the date set for the annual meeting of shareholders convened for the fiscal year to which such documents are related and, upon auditor(s)’ audit, shall submit the aforementioned documents and the business report to the annual meeting of shareholders:

1. Balance Sheet

2. income Statement

3. Statement of Appropriation of Retained Earnings or Statement of Disposition of Accumulated Deficit

② Auditor(s) shall submit an auditor’s report to representative director (president) at least by one (1) week prior to the date set for such annual meeting of shareholders.

(This subsection was amended on February 21, 1997)

※ In subsections 1 and 2 above, a company having established an audit committee should substitute the words "Audit Committee" for the word "auditor(s)." (This note was newly established on February 10, 2001)

③ Representative director (president) shall maintain the documents referred to in subsection 1 above and the auditor’s report in the head office of the Company for five (5) years and their copies in the branch office(s) of the Company for three (3) years respectively, starting from one (1) week prior to the date set for the annual meeting of shareholders convened for the fiscal year to which such documents are related.

④ Upon approval of the annual meeting of shareholders with respect to the documents referred to in subsection 1 above, representative director (president) shall promptly give public notice of the Company’s balance sheet and independent auditor’s report.

Article 43-2 (Appointment of Independent Auditor) The Company shall appoint an independent auditor with approval of the Independent Auditor Appointment Committee under the Act on External Audit of Share Companies and shall report appointment thereof to the first annual meeting of shareholders to be convened following such appointment. (Newly established on February 10, 2000 and amended on March 2, 2001)

※ A company having established an audit committee should appoint the independent auditor duly approved by the audit committee. (This note was newly established on February 10, 2001 and amended on March 2, 2001)

Article 44 (Disposition of Profit) The Company shall dispose of the unappropriated retained earnings of each fiscal year in the following order of priority: (The body of this Article was amended on October 10, 1996)

1. Legal reserve

2. Other statutory reserves

3. Dividends

4. Voluntary reserves

5. Others

Article 44-2 (Retirement of Share) ① The Company may retire shares by a resolution of the Board of Directors, to the extent of not exceeding the amount of profit to be distributed to shareholders as dividends.

② If the Company intends to retire shares pursuant to subsection 1 above, the Board of Directors shall adopt a resolution for each of the following:

1. The Class and the total number of the shares to be retired.

2. The aggregate value of the shares to be acquired for the purpose of retirement.

3. The period in which the Company intends to acquire such shares, where such a period shall end prior to the date set for the first annual meeting of shareholders to be convened following adoption by the Board of Directors of relevant resolution.

③ In acquiring treasury stocks for the purpose of retiring shares pursuant to subsection 1 above, the Company shall comply with the following criteria:

1. Such acquisition shall be effected using any of the methods under Article 189-2(1) of the Act; where, if by means of the method under Article 189-2(1).1 of the Act, such acquisition shall meet the criteria prescribed in the Enforcement Decree of the Act in respect of the period and method of such acquisition and

2. The aggregate value of the shares to be acquired for the purpose of retirement shall not exceed the amount prescribed in the Enforcement Decree of the Act, within the limit of the amount available for dividends to shareholders at the end of the applicable fiscal year;

④ If the Company has retired shares pursuant to subsection 1 above, the Company shall report the details set forth in subsection 2 above, together with the fact as to such retirement of share, to the first annual meeting of shareholders convened following adoption of the resolution for such retirement of shares.

※ Pursuant to Article 189 of the Act, the Company is required to acquire and retire shares after the Board of Directors has passed a resolution for such retirement of shares. In the mean time, the treasury stocks that the Company has acquired pursuant to Article 189-2 of the Act and owns on the effective date (April 1, 2001) of the revised Securities and Exchange Act may be retired only after six (6) months have elapsed from the date of acquisition thereof. In addition, treasury stocks may also be retired if such stocks have been purchased by the Company as a result of the exercise by shareholders of appraisal rights pursuant to Article 191(1) of the Act (refer to Article 191(4) and Addendum 16 of the Act). This Article was newly established on March 2, 2001)

Article 45 (Dividends) ① Dividends may be paid in cash and shares.

② If dividends are paid in shares and when the Company has issued more than two classes of shares, dividends may also be paid in any class of shares different from such shares by a resolution of a meeting of shareholders. (Newly established on January 17, 1996)

③ The dividends referred to in subsection 1 above shall be paid to the shareholders or pledgees whose names appear or are duly registered in the list of shareholders as of the end of each fiscal year.

If the Company adopts the interim dividend system

Article 45-2 (Interim Dividends①) ① The Company may pay interim dividends under Article 462-3 of the Commercial Code to its shareholders whose names appear in the list of shareholders as at [time], [month][day], [year]. Interim dividends shall be paid in cash. (Amended on February 2, 2004)

② Interim dividends referred to in subsection 1 above shall be paid by a resolution of the Board of Directors; provided, however, that such a resolution shall be made within 45 days from the record date specified in subsection 1 above.

③ Interim dividends shall be paid within the limit of not exceeding the amount of the net worth shown on the balance sheet as of the end of the immediately preceding period for the settlement of accounts less the amount of the following items:

1. The amount of capital, as of the end of the immediately preceding period for the settlement of accounts

2. The aggregate sum of the capital reserves and legal reserves appropriated up to the immediately preceding period for the settlement of accounts

3. The amount appropriated for dividends by a resolution adopted at the annual meeting of shareholders convened for the immediately preceding period for the settlement of accounts

4. The amount of voluntary reserves appropriated for specific purposes in accordance with the  provisions of the Articles of Incorporation or by a resolution of the meeting of shareholders up to the immediately preceding period for the settlement of accounts and

5. The amount of legal reserves to be appropriated for the current period for the settlement of accounts, as a result of such interim dividends.

④ If any new shares have been issued prior to the respective record dates specified in subsection 1 above following the commencement date of the current fiscal year (including as a result of capitalization of reserves, stock dividends, requests for conversion of convertible bonds to the capital stock and the exercise of warrant with respect to bonds with warrant), such new shares shall be deemed to have been issued at the end of the immediately preceding fiscal year with respect to interim dividends hereunder.

⑤ With respect to interim dividends, the same dividend rate as applicable to common shares shall also apply to preferred shares under Article 8-2 hereof.

(This Article was newly established on February 23, 1999)

If the Company adopts the quarterly dividend system

※ When a company has already introduced the interim dividend system and if it considers adopting the quarterly dividend system, the text of the existing provisions concerning interim dividends should be replaced by the following:

Article 45-2 (Quarterly Dividends) ① The Company may pay quarterly dividends under Article 192-3 of the Act to its shareholders whose names appear in the list of shareholders as at the end of the 3rd, 6th and 9th months, respectively, of each fiscal year. Quarterly dividends shall be paid in cash.

② Quarterly dividends referred to in subsection 1 above shall be paid by a resolution of the Board of Directors; provided, however, that such a resolution shall be made within 45 days from the record date in subsection 1 above.

③ Quarterly dividends shall be paid within the limit of not exceeding the amount of the net worth shown on the balance sheet as of the end of the immediately preceding period for the settlement of accounts less the amount of the following items:

1. The amount of capital, as of the end of the immediately preceding period for the settlement of accounts

2. The aggregate sum of the capital reserves and legal reserves appropriated up to the immediately preceding period for the settlement of accounts

3. The amount appropriated for dividends by a resolution adopted at the annual meeting of shareholders convened for the immediately preceding period for the settlement of accounts

4. The amount of voluntary reserves appropriated for specific purposes in accordance with the  provisions of the Articles of Incorporation or by a resolution of the meeting of shareholders up to the immediately preceding period for the settlement of accounts

5. The amount of legal reserves to be appropriated for the current period for the settlement of accounts, as a result of such quarterly dividends and

6. The aggregate amount of quarterly dividends paid during the current fiscal year, if any.

④ If any new shares have been issued prior to the respective record dates specified in subsection 1 above following the commencement date of the current fiscal year (including as a result of capitalization of reserves, stock dividends, requests for conversion of convertible bonds to the capital stock and the exercise of warrant with respect to bonds with warrant), such new shares shall be deemed to have been issued at the end of the immediately preceding fiscal year with respect to quarterly dividends hereunder.

⑤ With respect to quarterly dividends, the same dividend rate as applicable to common shares shall apply to preferred shares under Article 8-2 hereof.

(This Article was newly established on February 23, 1999)

If the Company does not adopt the quarterly dividend system

※ Interim dividends and quarterly dividends can be paid only if they are provided in the Articles of Incorporation. Therefore, if the Company elects not to adopt either of them, it is not necessary to include any provision relating thereto in the Articles of Incorporation.

Article 46 (Statute of Limitation to the Claim for Dividends) ① If a claim for dividends has not been exercised for five years, the statute of limitation applicable thereto shall expire.

② The dividends with respect to which the statute of limitation has expired shall become vested in the Company.

Addendum

These Articles of Incorporation shall come into effect on February 5, 1980.

Addendum

These Articles of Incorporation shall come into effect on July 13, 1984.

Addendum

These Articles of Incorporation shall come into effect on January 25, 1988.

Addendum

These Articles of Incorporation shall come into effect on December 6, 1989.

Addendum

These Articles of Incorporation shall come into effect on August 21, 1991.

Addendum

These Articles of Incorporation shall come into effect on June 22, 1993.

Addendum

1. (Effective Date) These Articles of Incorporation shall come into effect on January 17, 1996. Notwithstanding the foregoing provision, provisions of Articles 10-2, 12, 27, 28, 30, 31, 34-2, 35, 36, 39 and 45, as amended, shall come into effect on October 1, 1996.

※ With respect to giving effect to the provisions of Article 10-2, as amended, a separate provision to the effect of "Provisions of Article 10-2 hereof, as amended, shall come into effect in the first fiscal year beginning after this date of amendment to the Article of Incorporation" should be included in the Articles of Incorporation if:

i) A company having amended its Articles of Incorporation prior to the effective date of the revised Commercial Code has issued or is expected to issue new shares as a result of issuance of new shares or bonus shares, or stock dividends prior to the aforesaid effective date of the revised Commercial Code; or

ii) A company amending its Articles of Incorporation on or after the effective date of the revised Commercial Code has issued new shares as a result of issuance of new shares or bonus shares, or stock dividends prior to the date of amendment to the Articles of Incorporation.

2. (An Example of applying the Provisions concerning Issuance of Convertible Bonds and Bonds with Warrant) Provisions of Articles 14 and 15 hereof, as amended, shall apply to the new shares to be issued after the effective date of these Articles of Incorporation.

※ If a company has already included in its articles of incorporation provisions corresponding to those of Articles 14 and 15 hereof, which are the same as the amended provisions of the said articles hereof, the company does not have to establish such new articles.

Addendum

1. (Effective Date) These Articles of Incorporation shall come into effect on October 10, 1996.

2. (Interim Measures on Preferred Shares) If the Company newly issues preferred shares by bonus issue on the preferred shares (which are paid dividends at the rate equal to the dividend rate on common shares + an extra 1% in cash) issued prior to the effective date (October 1, 1996) of the revised Commercial Code, such preferred shares to be newly issued should be allotted in accordance with the provisions of Article 8-2 hereof.

※ The aforementioned interim measures apply to a company, only if the company: (i) has included the provisions of Article 8-2 hereof in its articles of incorporation and subsequently amended those provisions as illustrated herein; and, (ii) has outstanding preferred shares (which are paid dividends at the rate equal to the dividend rate on common shares + an extra 1% in cash) issued prior to the effective date (October 1, 1996) of the revised Commercial Code. Therefore, a company falling in the above-mentioned categories should not fail to expressly state such interim measures in the addendum of its articles of incorporation.

Addendum

These Articles of Incorporation shall come into effect on February 21, 1997; provided, however, that provisions of Articles 10-2(2)4 and 10-3 hereof shall come into effect on the date when the Enforcement Decree of the Securities and Exchange Act is promulgated and further provided that provisions of Articles 10, 10-2, 19-3, 30, 40-1 and 43-2 hereof shall come into effect on April 1, 1997.

Addendum

These Articles of Incorporation shall come into effect on February 17, 1998.

Addendum

These Articles of Incorporation shall come into effect on February 23, 1999; provided, however, that provisions of Article 30(3) hereof shall come into effect on June 29, 1999.

Addendum

These Articles of Incorporation shall come into effect on February 10, 2000.

Addendum

If the Company have auditor(s)

Article 1 (Effective Date) These Articles of Incorporation shall come into effect on March 2, 2001 provided, however, that provisions of Articles 19, 43-2 and 44-2 hereof shall come into effect on April 1, 2001.

Article 2 (Interim Measures on Retirement of Shares) The treasury stocks that the Company has acquired pursuant to Article 189-2 of the Act and owns on the effective date (April 1, 2001) of the revised Securities and Exchange Act may be retired pursuant to the revised provisions of Article 44-2(1) hereof.

※ In the case of amending the Articles of Incorporation prior to revision of and giving effect to relevant laws and regulations including the Securities and Exchange Act, the proviso of Article 1 of this Addendum shall be deleted and instead the following provision shall be added as a transitory provision:

"provided, however, that the amended provisions of Articles 10-3(1), 10-3(6), 19 and 44-2 hereof shall come into effect on the effective date of the revised Securities and Exchange Act and further provided that the amended provisions of Article 43-2 hereof shall come into effect on the effective date of the Act on External Audit of Share Companies."

In case an audit committee is established

Article 1 (Effective Date) These Articles of Incorporation shall come into effect on March 2, 2001; provided, however, that provisions of Articles 19, 41-3, 43-2 and 44-2 hereof shall come into effect on April 1, 2001.

Article 2 (Interim Measures on Retirement of Share) The treasury stocks that the Company has acquired pursuant to Article 189-2 of the Act and owns on the effective date (April 1, 2001) of the revised Securities and Exchange Act may be retired pursuant to the revised provisions of Article 44-2(1) hereof.

※ In the case of amending the Articles of Incorporation prior to revision and giving effect to relevant laws and regulations including the Securities and Exchange Act, the proviso of Article 1 of this Addendum shall be deleted and instead the following provision shall be added as a transitory provision:

"provided, however, that the amended provisions of Articles 10-3(1), 10-3(6), 19, 41-2 and 44-2 hereof shall come into effect on the effective date of the revised Securities and Exchange Act and further provided that the amended provisions of Articles 41-3 and 43-2 hereof shall come into effect on the effective date of the Act on External Audit of Share Companies."

Addendum

These Articles of Incorporation shall come into effect on February 4, 2003.

Addendum

These Articles of Incorporation shall come into effect on February 2, 2004.

Standard Form of Regulation of the Board of Directors for Listed Companies

Established on December 17, 1986

Amended on September 16, 1998; May 22, 2000;

March 23, 2001

CHAPTER I. GENERAL PROVISIONS

Article 1 (Objective) The objective of this Regulation ("Regulation") of the Board of Directors is to provide for the necessary matters to operate the Board of Directors efficiently.

Article 2 (Scope of Application) All the matters related to the Board of Directors shall be subject to this Regulation, unless otherwise provided in relevant laws and regulations or the Articles of Incorporation.

Article 3 (Power) ① The Board of Directors shall make decisions on the (i) matters designated as the ones to be determined by it in relevant laws and regulations or the Articles of Incorporation, (ii) matters delegated to it by the meeting of shareholders, (iii) basic policies on management of the Company and principal matters related to execution of the Company’s business.

② The Board of Directors shall control directors’ performing their respective duties.

Note) Detailed methods of control are set forth in Article 14 hereof.

Relevant provision of laws) Article 393(2) of the Commercial Code

CHAPTER II. COMPOSITION

Article 4 (Composition) The Board of Directors shall be composed of all directors in office (including outside directors and non-standing directors). (Amended on September 16, 1998)

Article 5 (Chairman) ① [Representative director (president)] shall preside at all meetings of the Board of Directors, as chairman.

② If [representative director (president)] is absent or unable to execute his/her duties, other directors shall act as chairman in accordance with the order of [executive vice president(s), senior executive director(s), executive director(s) and the director(s) designated by representative director].

Note) Each of the contents mentioned in [  ] is given as an example only and, therefore, it should be set forth in accordance with the hierarchical system of officers and the order of acting the duties of representative director, as prescribed in the Articles of Incorporation of the Company.

Article 6 (Deleted on May 22, 2000)

CHAPTER III. MEETING

Article 7 (Type) ① The meeting of the Board of Directors shall consist of ordinary meetings and extraordinary ones.

② The ordinary meeting shall be held on [Monday of the first week every month].

③ Extraordinary ordinary meetings may be called from time to time, if and whenever necessary.

Note) The time of holding the ordinary meeting may vary among companies and the date shown in [  ] is given as an example only.

Article 8 (Person Authorized to convene Meeting) ① All meetings of the Board of Directors shall be conveneed by [representative director (president). If representative director (president) is absent or unable to execute his/her duties, other directors shall act his/her duties in accordance with the order set forth in Article 5(2) hereof.

② Each director is entitled to request [representative director (president) to convene a meeting, specifying the proposed agenda for such a meeting and the reason for requesting the same. In the event that [representative director (president) fails to convene a meeting without justification, a meeting may be conveneed by the director who has requested [representative director (president) to do so.

Note) 1. A meeting of the Board of Directors may be conveneed by each director (refer to Article 390 of the Commercial Code). Nevertheless, the person who is authorized to convene meetings may be designated by a provision of the Articles of Incorporation or by a resolution of the Board of Directors. Therefore, the content of [  ] above is given as an example only.

2. Brackets in subsection 2 above should be filled in with the person authorized to convene such meetings in subsection 1 above.

(Relevant provision of laws) Article 390(1) of the Commercial Code

Article 9 (Procedure of convening Meeting) ① In convening a meeting of the Board of Director, the date for such a meeting shall be determined and then notice shall be given to each director and auditor thereof [one week] prior to the said date.

② If all directors and auditor(s) unanimously consent, a meeting may be held at any time without taking such steps as set forth in subsection 1 above.

Note) 1. The notice period given as an example in [  ] may be made shorter by provisions of the Articles of Incorporation.

2. Each company may determine the method of giving such a notice and the content thereof separately, depending on its circumstances.

(Relevant provision of laws) Articles 390(2) and 390(3) of the Commercial Code

3. If an audit committee is established, the word "auditor(s)" in subsections 1 and 2 above should be deleted.

(Relevant provision of laws) Article 343 of the Commercial Code and Article 189 of the Securities and Exchange Act (Newly established on March 23, 2001)

Article 10 (Method of Adopting Resolutions) ① A quorum for holding a meeting of the Board of Directors shall be a majority of all directors in office and all resolutions of the Board of Directors shall be adopted by the affirmative votes of a majority of directors present at the meeting. (Amended on September 16, 1998 and May 22, 2000 respectively)

Note) If an audit committee is established, a proviso may be added to it as follows:

"provided, however, that a resolution on dismissal of an Audit Committee member, who is an outside directors, shall be passed by the affirmative votes of not less than 2/3 of all directors in office."

② The Board of Directors may allow all directors or a part thereof to participate in resolutions of the Board of Directors through the means of communication transmitting and receiving moving pictures and voices simultaneously, in lieu of attending such a meeting in person. In such a case, such director(s) shall be deemed to have attended such a meeting in person. (Newly established on May 22, 2000)

③ No directors having a specific interest in any resolution of the Board of Directors shall be allowed to exercise their vote upon such a resolution.

④ Those directors who are prohibited from exercising their voting rights, pursuant to subsection 3 above, shall not be counted among the number of directors present. (Amended on May 22, 2000)

Note) Requirements for the quorum in subsection 1 above may be reinforced to a higher level by provisions of the Articles of Incorporation.

(Relevant provision of laws) Article 343 of the Commercial Code

Article 11 (Agenda) ① The matters that shall be presented to the Board of Directors are as described below: (Amended on September 16, 1998)

1. Matters concerning the meeting of shareholders:

(1) Convening of the meeting of shareholders

(Relevant provision of laws) Article 362 of the Commercial Code

(2) Approval of business report

(Relevant provision of laws) Article 447(2)1 of the Commercial Code

(3) Approval of financial statements

(Relevant provision of laws) Article 447 of the Commercial Code

(4) Amendment to the Articles of Incorporation (Newly established on September 16, 1998)

(Relevant provision of laws) Article 433 of the Commercial Code

(5) Reduction of capital (Newly established on September 16, 1998)

(Relevant provision of laws) Article 438of the Commercial Code

(6) Dissolution, merger, merger through division and continuance of the Company (Newly established on September 16, 1998 and amended on May 22, 2000)

(Relevant provision of laws) Articles 517, 522, 530-2 and 519 of the Commercial Code

(7) Retirement of shares (Newly established on March 23, 2001)

(Relevant provision of laws) Article 343 of the Commercial Codeand Article 189 of the Securities and Exchange Act

(8) Assignment of all or any substantial part of the Company’s business, or take over all of the business of other company (Newly established on September 16, 1998 and amended on May 22, 2000)

(Relevant provision of laws) Article 374 of the Commercial Code

(9) Entering into, modification or termination of any contract for leasing all of the Company’s business or delegation of management, sharing with a third party all of the profit and/or loss resulting from business or any similar contract or agreement (Newly established on September 16, 1998)

(Relevant provision of laws) Article 374(2) of the Commercial Code

(10) Election and dismissal of directors and auditor(s) (Newly established on September 16, 1998)

Note) If an audit committee is established, the word "auditor(s)" should be deleted.

(Relevant provision of laws) Articles 382, 385, 409 and 415 of the Commercial Code

(11) Issuance of shares at the price less than par value (Newly established on September 16, 1998)

(Relevant provision of laws) Article 417of the Commercial Code

(12) Release of directors from their liability to the Company (Newly established on September 16, 1998)

(Relevant provision of laws) Article 400of the Commercial Code

(13) Making decisions on share dividends (Newly established on September 16, 1998)

(Relevant provision of laws) Article 462-2 of the Commercial Code

(14) Grant of share option (Newly established on September 16, 1998) and Subsequently amended on May 22, 2000)

(Relevant provision of laws) Article 340-2 of the Commercial Code and

Article 189-4 of the Securities and Exchange Act

(15) Remuneration of directors and auditor(s)

(Newly established on September 16, 1998)

Note) If an audit committee is established, the word "auditor(s)" should be deleted.

(Relevant provision of laws) Articles 388 and 415 of the Commercial Code

(16) Approval of transactions between the Company and its largest shareholder (including his/her related person(s)) and its related persons, and reporting to the meeting of shareholders

(Relevant provision of laws) Article 191(16)5 of the Securities and Exchange Act

(Newly established on September 16, 1998)

(17) Other matters required to be presented to the meeting of shareholders

2. Matters concerning management of the Company:

(1) Making decisions on and modification of basic policies concerning management of the Company

(2) Development of new business or products

(3) Capital-raising and expenditure planning and operation of budget

(4) Election and dismissal of representative director

(Relevant provision of laws) Article 389(1) of the Commercial Code

(5) Election and dismissal of chairman, executive vice president, senior executive director and executive director

(6) Making decisions on appointment of joint representative directors

(Relevant provision of laws) Article 389(2) of the Commercial Code

(7) Establishment, operation and abolishment of committees within the Board of Directors("BOD committees") (Newly established on May 22, 2000)

(Relevant provision of laws) Article 393-2of the Commercial Code

(8) Appointment and dismissal of BOD committee members (Newly established on May 22, 2000)

(Relevant provision of laws) Article 393-2 of the Commercial Code

(9) Adoption of resolutions on the resolutions passed by BOD committees (Newly established on May 22, 2000)

(Relevant provision of laws) Article 393-2of the Commercial Code

(10) Making decisions on directors’ seeking assistance from experts (Newly established on March 23, 2001)

(11) Appointment and dismissal of managers of the Company

(Relevant provision of laws) Article 393(1) of the Commercial Code

(12) Basic policies on employee recruitment and training plan

(13) Compensation system, bonuses and welfare system

(14) Principal matters concerning the Company’s policy on labor union

(15) Establishment and abolition of essential organizations

(16) Establishment and abolition of essential regulations and rules of the Company

(17) Establishment, relocation or closure of branches, factories, offices and/or other

places of business

(Relevant provision of laws) Article 393(1) of the Commercial Code

(18) Making decisions on simplified merger, simplified merger through division, small-scale merger and small-scale merger through division (Newly established on May 22, 2000)

(Relevant provision of laws) Articles 527-2, 527-3 and 530-11 of the Commercial Code

(19) Reporting of merger or consolidation (Newly established on May 22, 2000)

(Relevant provision of laws) Articles 526-3 and 527-4 of the Commercial Code

3. Financial matters :

(1) Investments

(2) Entering into important contracts

(3) Acquisition and disposal of important property

(4) Disposition of deficit

(5) Installation, renovation and closure of important facilities

(6) Issuance of new shares

(Relevant provision of laws) Article 416 of the Commercial Code

(7) Offering of bonds

(Relevant provision of laws) Article 469of the Commercial Code

(8) Capitalization of reserves

(Relevant provision of laws) Article 461(1)of the Commercial Code

(9) Issuance of convertible bonds

(Relevant provision of laws) Article 513(2) of the Commercial Code

(10) Issuance of bonds with warrant

(Relevant provision of laws) Article 513(2)of the Commercial Code

(11) Borrowing of funds or provision of guarantees involving a large amount

(12) Creation of mortgage or pledge on the substantial property

4. Matters concerning directors

(1) Approval of transactions between the Company and any of its directors

(Relevant provision of laws) Article 398 of the Commercial Code

(2) Holding a concurrent post, as director, in other company

5. Miscellaneous

(1) Institution of critical lawsuits

(2) Cancellation of a grant of stock option (Amended on Nay 22, 2000)

(Relevant provision of laws) Article 340-3(1)5of the Commercial Code

(3) Other matters designated in relevant laws and regulations or the Articles of Incorporation as the ones to be determined by it, delegated to it by the meeting of shareholders or that representative director deems necessary.

Note) Those matters described above are given as an example of both the statutory and general agenda to be presented to the meeting of the Board of Directors, which may be increased or decreased, depending on the Company’s circumstances.

② The matters that shall be reported to the Board of Directors are as described below: (Newly established on May 22, 2000)

1. Results of having dealt with the matters delegated to BOD committees (Amended on May 22, 2000)

2. Matters with respect to which auditor(s) recognized a director has committed or is likely to commit a violation of relevant laws and regulations or the Articles of Incorporation (Newly established on May 22, 2000)

Note) If an audit committee is established, the word "auditor(s)" should be replaced by "Audit Committee."

(Relevant provision of laws) Articles 391-2(2) and 415-2(6) of the Commercial Code

3. Other matters related to executing the business critical to management of the Company.

Article 12 (Committees in Board of Directors) ① The Board of Directors may establish a variety of committees ("BOD Committees") within it in order to make prompt and efficient decisions, as prescribed in the Articles of Incorporation. (Amended on September 16, 1998 and May 22, 2000 respectively)

② The Board of Directors may delegate its power to BOD Committees, except with respect to the following: (Newly established on May 22, 2000)

1. Proposals concerning any of the matters that require approval of a meeting of shareholders

2. Election and dismissal of representative director;

3. Establishment of BOD Committees, and appointment and dismissal of their members; and

4. Other matters prescribed in the Articles of Incorporation

③ Each of BOD Committees shall be composed of not less than two (2) directors.

(Newly established on May 22, 2000)

Note) If an audit committee is established, the following proviso should be added:

"Provided, however, that Audit Committee shall consist of not less than three (3) directors."

④ By a resolution, each of BOD Committees shall appoint the person who will represent it. (Newly established on May 22, 2000)

⑤ The details concerning the operation of each of such committees shall be determined separately by resolutions of the Board of Directors. (Amended on September 16, 1998 and May 22, 2000 respectively)

Note) The Board of Directors may establish a variety of committees within it, as required by the Company, including Audit Committee, Committee for Recommending Candidates for Outside Directors, Compensation Committee, Management Committee, Steering Committee, Financing Committee, Technical Committee and Evaluation Committee.

(Relevant provision of laws) Articles 393-2 and 415-2 of the Commercial Code

Article 13 (Attendance of Auditor(s)) Auditor(s) may attend the meeting of the Board of Directors to represent his/her opinion. (Newly established on May 22, 2000)

Note) If an audit committee is established, this Article should be deleted.

(Relevant provision of laws) Article 391-2 of the Commercial Code

Article 13-2 (Attendance of Persons in charge) If chairman deems necessary, he/she may have the Company’s officers and/or staff members in charge or persons outside the Company attend such a meeting to hear their opinion (Newly established on September 16, 1998)

Article 14 (Authority to Control Directors’ Performance of Duties) ① If the Board of Directors deems that a director has violated or is likely to violate any of relevant laws and regulations or the Articles of Incorporation, in performing his/her duties, or has performed or is likely to perform any of his/her duties in a materially unfair manner, it may request the said director to submit, examine and explain about relevant data and materials. (Amended on May 22, 2000)

② In subsection 1 above, the Board of Directors may request the said director to suspend performance of or change how to perform his/her duties in question.

Article 15 (Minutes of Meeting) ① The Board of Directors shall record the proceedings of every meeting of the Board of Director.

② The minutes shall include the agenda, procedure and results of the proceedings of the meeting, names of the directors against each resolution and the reason for their objection thereto and all directors and auditor(s) present at the meeting shall sign and seal the same or affix their signatures thereto. (Amended on September 16, 1996 and May 22, 2000 respectively)

※ If an audit committee is established, the word "auditor(s)" should be deleted.

③ A Shareholder is entitled to make a request for his/her perusal or a copy of such minutes of meeting, during the office hours of the Company. (Amended on May 22, 2000)

④ The Company may refuse to accept such a request made under subsection 3 above, explaining good reasons therefor, in which case the said shareholder is entitled to peruse or copy the minutes of meeting with a permit of the court. (Amended on May 22, 2000)

(Relevant provision of laws) Article 391-3 of the Commercial Code

Article 16 (Secretary) ① The Board of Directors shall have a secretary.

② The general manager of General Affairs Department shall act as secretary to the Board of Directors and shall take charge of the affairs of the Board of Directors in accordance with chairman’s directions.

Addendum

This Regulation shall come into effect on [month] [day], [year].

Addendum (dated March 23, 2001)

This Regulation shall come into effect on [month] [day], 2001