##### 



KOREA MOBILE TELECOMMUNICATIONS CORP.
 AND
 CITIBANK, N.A.,
As Depositary
 AND
 HOLDERS AND BENEFICIAL OWNERS OF
 AMERICAN DEPOSITARY RECEIPTS
 
 Deposit Agreement
 
 Dated as of May 31, 1996




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##### 



PageARTICLE I
DEFINITIONSSECTION 1.01.
    
    American Depositary Shares; ADSs
    
    
    1SECTION 1.02.
    
    Beneficial Owner
    
    
    1SECTION 1.03.
    
    Commission
    
    
    1SECTION 1.04.
    
    Company
    
    
    1SECTION 1.05.
    
    CSD
    
    
    2SECTION 1.06.
    
    Custodian
    
    
    2SECTION 1.07.
    
    Deliver; Deposit; Surrender; Transfer; Withdraw
    
    
    2SECTION 1.08.
    
    Deposit Agreement
    
    
    2SECTION 1.09.
    
    Depositary
    
    
    2SECTION 1.10.
    
    Deposited Securities
    
    
    2SECTION 1.11.
    
    Dollars
    
    
    2SECTION 1.12.
    
    Holder
    
    
    2SECTION 1.13.
    
    Korea
    
    
    2SECTION 1.14.
    
    Non-Voting Stock
    
    
    2SECTION 1.15.
    
    NYSE
    
    
    3SECTION 1.16.
    
    Principal London Office
    
    
    3SECTION 1.17.
    
    Principal New York Office
    
    
    3SECTION 1.18.
    
    Receipts; ADRs
    
    
    3SECTION 1.19.
    
    Registrar
    
    
    3SECTION 1.20.
    
    Securities Act of 1933
    
    
    3SECTION 1.21.
    
    Securities Exchange Act of 1934
    
    
    3SECTION 1.22.
    
    Shares
    
    
    3SECTION 1.23.
    
    United States
    
    
    4SECTION 1.24
    
    Won
    
    
    4ARTICLE II
BOOK-ENTRY SYSTEM, FORM OF RECEIPTS,
DEPOSIT OF SHARES, EXECUTION AND
DELIVERY, TRANSFER AND SURRENDER OF RECEIPTSSECTION 2.01.
    
    Form and Transferability of Receipts
    
    
    4SECTION 2.02.
    
    Deposit of Shares
    
    
    5SECTION 2.03.
    
    Execution and Delivery of Receipts
    
    
    6SECTION 2.04.
    
    Transfer of Receipts; Combination and Split-up of Receipts
    
    
    6SECTION 2.05.
    
    Surrender of Receipts and
Withdrawal of Deposited Securities
    
    
    7SECTION 2.06.
    
    Limitations on Execution and
Delivery, Transfer, Etc. of Receipts; Suspension of Delivery,
Transfer, Etc.
    
    
    8SECTION 2.07.
    
    Lost Receipts, Etc.
    
    
    9SECTION 2.08.
    
    Cancellation and Destruction of Surrendered Receipts
    
    
    9
 i




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PageSECTION 2.09.
    
    Maintenance of Records
    
    
    9ARTICLE III
CERTAIN OBLIGATIONS OF HOLDERSSECTION 3.01.
    
    Filing Proofs, Certificates and Other Information
    
    
    9SECTION 3.02.
    
    Liability of Holders and Beneficial
Owners for Taxes and Other Charges
    
    
    9SECTION 3.03.
    
    Representations and Warranties on
Deposit, Transfer and Surrender and Withdrawal of Shares or Receipts
    
    
    10SECTION 3.04.
    
    Disclosure of Beneficial Ownership
    
    
    10SECTION 3.05.
    
    Ownership Restrictions
    
    
    10ARTICLE IV
RIGHTS RELATING TO THE DEPOSITED SECURITIES;
CERTAIN OBLIGATIONS OF THE DEPOSITARYSECTION 4.01.
    
    Power of Attorney
    
    
    11SECTION 4.02.
    
    Cash Distributions; Withholding of
Taxes and other Governmental Charges
    
    
    11SECTION 4.03.
    
    Distributions Other Than Cash,
Shares, Non-Voting Stock or Rights
    
    
    11SECTION 4.04.
    
    Distributions in Shares
    
    
    12SECTION 4.05.
    
    Distribution of Non-Voting Stock
    
    
    13SECTION 4.06.
    
    Rights
    
    
    13SECTION 4.07.
    
    Conversion of Foreign Currency
    
    
    14SECTION 4.08.
    
    Fixing of Record Date
    
    
    15SECTION 4.09.
    
    Voting of Deposited Securities
    
    
    15SECTION 4.10.
    
    Changes Affecting Deposited Securities
    
    
    16SECTION 4.11.
    
    Transmittal by the Depositary of
Company Notices, Reports and Communications
    
    
    17SECTION 4.12.
    
    Withholding
    
    
    17SECTION 4.13.
    
    Available Information
    
    
    18ARTICLE V
THE DEPOSITARY, THE CUSTODIAN AND THE COMPANYSECTION 5.01.
    
    Maintenance of Office and Transfer Books by the Depositary
    
    
    18SECTION 5.02.
    
    Lists of Receipt Holders
    
    
    19SECTION 5.03.
    
    Obligations of the Depositary, the
Custodian and the Company
    
    
    19SECTION 5.04.
    
    Prevention or Delay in Performance
by the Depositary or the Company
    
    
    19SECTION 5.05.
    
    Resignation and Removal of the
Depositary; Appointment of Successor Depositary
    
    
    20SECTION 5.06.
    
    Charges of Depositary
    
    
    20
 ii




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PageSECTION 5.07.
    
    The Custodian
    
    
    21SECTION 5.08.
    
    Notices and Reports
    
    
    22SECTION 5.09.
    
    Issuance of Additional Shares, Etc.
    
    
    23SECTION 5.10.
    
    Indemnification
    
    
    24SECTION 5.11.
    
    Certain Rights of the Depositary; Limitations
    
    
    25ARTICLE VI
AMENDMENT AND TERMINATIONSECTION 6.01.
    
    Amendment
    
    
    26SECTION 6.02.
    
    Termination
    
    
    26ARTICLE VII
MISCELLANEOUSSECTION 7.01.
    
    Counterparts
    
    
    27SECTION 7.02.
    
    No Third Party Beneficiaries
    
    
    27SECTION 7.03.
    
    Severability
    
    
    27SECTION 7.04.
    
    Holders and Beneficial Owners as Parties; Binding Effect
    
    
    27SECTION 7.05.
    
    Notices
    
    
    28SECTION 7.06.
    
    Governing Law
    
    
    28SECTION 7.07.
    
    Prohibition of Assignment
    
    
    29SECTION 7.08.
    
    Compliance with United States Securities Laws
    
    
    29
   Introductory Paragraph
    
    A-l(1)

    
    The Deposit Agreement
    
    A-l(2)

    
    Surrender of Receipts and Withdrawal of
Deposited Securities
    
    A-2(3)

    
    Transfers, Split-ups and Combinations
    
    A-3(4)

    
    Liability of Holder for Taxes and
Other Charges
    
    A-4(5)
    
    Warranties by Depositor
    
    A-4(6)
    
    Additional Warranties
    
    ?(7)
    
    Charges of Depositary
    
    A-4(8)
    
    Title to Receipts
    
    A-5(9)
    
    Validity of Receipt
    
    A-5(10)
    
    Disclosure of Beneficial Ownership and
Ownership Restrictions
    
    A-5(11)
    
    Available Information
    
    A-6Signature of Depositary
    
    A-6Address of Principal Office
    
    A-6
 iii




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(12
    )
    
    Dividends and Distributions; Rights
    
    A-7(13
    )
    
    Record Dates
    
    A- 10(14
    )
    
    Voting of Deposited Securities
    
    A-10(15
    )
    
    Changes Affecting Deposited Securities
    
    A- 11(16
    )
    
    Reports; Inspection of Transfer Books
    
    A- 11(17
    )
    
    Withholding
    
    A-12(18
    )
    
    Liability of the Company and Depositary
    
    A-12(19
    )
    
    Certain Rights of the Depositary; Limitations
    
    A-12(20
    )
    
    Resignation and Removal of Depositary; Substitution of Custodian
    
    A-14(21
    )
    
    Amendment of Deposit Agreement and Receipts
    
    A-14(22
    )
    
    Termination of Deposit Agreement
    
    A-14(23
    )
    
    Governing Law
    
    A-15(24
    )
    
    Power of Attorney
    
    A-15
  Charges of the Depositary
    
    B-l
 iv




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DEPOSIT AGREEMENT
  W I T N E S S E T H
   DEFINITIONS
  American Depositary Shares; ADSs
 Beneficial Owner
 Commission
 Company




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##### 



CSD.
 Custodian.
 Deliver; Deposit; Surrender; Transfer; Withdraw.
 Deposit Agreement.
 Depositary.
 Deposited Securities.
 Dollars.
 Holder.
 Korea.
 Non-Voting Stock. provided however,
 2




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NYSE
 Principal London Office
 Principal New York Office
 Receipts; ADRs
 Registrar
 Securities Act of 1933
 Securities Exchange Act of 1934
 Shares provided however,
 3




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United States
 Won
 DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS
 Form and Transferability of Receipts
 provided however
  provided however
 4




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Deposit of Shares
   5




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Execution and Delivery of Receipts
  Transfer of Receipts; Combination and Split-up of Receipts provided however
 6




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Surrender of Receipts and Withdrawal of Deposited Securities provided, however,
   7




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Limitations on Execution and Delivery, Transfer, Etc. of
Receipts;
Suspension of Delivery, Transfer, Etc
  8




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Lost Receipts, Etc
 Cancellation and Destruction of Surrendered Receipts
 Maintenance of Records
 CERTAIN OBLIGATIONS OF HOLDERS
 Filing Proofs, Certificates and Other Information
 Liability of Holders and Beneficial Owners for Taxes and Other Charges
 9




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Representations and Warranties on Deposit, Transfer and Surrender and
Withdrawal of Shares or Receipts
 Disclosure of Beneficial Ownership
 Ownership Restrictions
 10




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CERTAIN OBLIGATIONS OF THE DEPOSITARY
 Power of Attorney
 Cash Distributions; Withholding of Taxes and other Governmental Charges provided however
 Distributions Other Than Cash, Shares, Non-Voting Stock or Rights
 11




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provided however
 Distributions in Shares
 12




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Distribution of Non-Voting Stock - provided however
 Rights provided however
   13




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Conversion of Foreign Currency
  14




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Fixing of Record Date
 Voting of Deposited Securities
 15




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Changes Affecting Deposited Securities
 16




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Transmittal by the Depositary of Company Notices. Reports and
Communications
 Withholding
  17




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Available Information
 THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY
 Maintenance of Office and Transfer Books by the Depositary
    18




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Lists of Receipt Holders
 Obligations of the Depositary, the Custodian and the Company
     Prevention or Delay in Performance by the Depositary or the Company
 19




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Resignation and Removal of the Depositary; Appointment of Successor
Depositary
    Charges of Depositary
 20




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The Custodian as
  21




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Notices and Reports provided however
     22




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Issuance of Additional Shares, Etc
  23




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Indemnification
   24




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Certain Rights of the Depositary; Limitations  provided however further provided however provided however
  25




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AMENDMENT AND TERMINATION
 Amendment
 Termination
 26




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MISCELLANEOUS
 Counterparts
 No Third Party Beneficiaries
 Severability
 Holders and Beneficial Owners as Parties; Binding Effect
 27




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Notices
   Governing Law
 28




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Prohibition of Assignment
 Compliance with United States Securities Laws
 29




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##### 



KOREA MOBILE TELECOMMUNICATIONS CORP.By:
    /s/ Sung Ho SongName:
    Sung Ho SongTitle:
    General ManagerCITIBANK, N.A.By:

/s/
S.T. YangName:
    S.T. YangTitle:
    Vice President




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EXHIBIT A
 
 
 AMERICAN DEPOSITARY SHARES (EACH AMERICAN DEPOSITARY SHARE REPRESENTING ONE-NINETIETH OF A SHARE)
 
 
 The Deposit Agreement
 A-1




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Surrender of Receipts and Withdrawal of Deposited Securities provided however
    A-2




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Transfers, Split-ups and Combinations provided however
 Certain Limitations
 A-3




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provided however
 Liability of Holders and Beneficial Owners For Taxes and Other Charges
 Warranties by Depositor
 Charges of Depositary
 A-4




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Title to Receipts provided however
 Validity of Receipt provided however
 Disclosure of Beneficial Ownership and Ownership Restrictions
 A-5




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Available Information
  CITIBANK, N.A.,as DepositaryBy:Vice President
  A-6




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Dividends and Distributions; Rights provided however
  A-7




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provided however
 A-8




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provided however
   A-9




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Record Dates
 Voting of Deposited Securities
  A-10




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Changes Affecting Deposited Securities
 Reports: Inspection of Transfer Books
 A-11




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Withholding.
 Liability of the Company and Depositary
 A-12




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Certain Rights of the Depositary: Limitations provided however further provided however, provided however
  A-13




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Resignation and Removal of Depositary: Substitution of Custodian
 Amendment of Deposit Agreement and Receipts
 Termination of Deposit Agreement
 A-14




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Governing Law
 Power of Attorney
 A-15




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##### 



(Please insert social security or other
identifying number of assignee)
    
    (Please print or typewrite name and address of
assignee)
  
  Dated:
    
    
    
    
    
    SignatureNOTE: The signature to any endorsement
hereon must correspond with the name as written
upon the face of the Receipt in every particular,
without alteration or enlargement or any change
whatever. If the endorsement be executed by an
attorney, executor, administrator, trustee or
guardian, the person executing the endorsement
must give his full title in such capacity and
proper evidence of authority to act in such
capacity, if not on file with the Depositary, must
be forwarded with this Receipt.All endorsements or assignments of Receipts
must be guaranteed by a member of a Medallion
Signature Program approved by the Securities
Transfer Association Inc.
 A-16




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EXHIBIT B
  Service
    
    Rate
    
    Fees Payable By(1)
    
    Receipt of deposits
and delivery of ADSs
    
    Up to $5.00 per 100 ADSs (or
portion thereof)
    
    Party receiving ADSs*(2)
    
    Delivery of
Deposited Securities
against surrender of
ADSs
    
    Up to $5.00 per 100
ADSs (or portion thereof)
    
    Party surrendering ADSs(3)
    
    Cash distribution or
other distributions;
sale or exercise of
rights; or other
corporate action
involving distributions
to shareholders
(including any
distribution in the
form of Shares,
Non-Voting Capital Stock
or delivery of ADSs
upon exercise of
rights)
    
    Up to $0.02 per ADS held
    
    Party to whom distribution, or
for whom sale or exercise of rights,
is made
 
 *
    
    The Depositary agrees to waive such fee as would have been payable by the Company in
the case of (i) an offering of ADSs by the Company or (ii) any distribution of
Shares or any rights to subscribe for additional Shares. B-1




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Execution Copy




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AMENDMENT NO. 1 TO DEPOSIT AGREEMENT




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Definitions
 Effective Date
  AMENDMENTS TO DEPOSIT AGREEMENT
 Deposit Agreement
 Change of Name
 Change of Laws and Regulations
 2




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##### 



AMENDMENTS TO THE FORM OF RECEIPT
 Receipt Amendment
  Change of Name
 3




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REPRESENTATIONS AND WARRANTIES
 Representations and Warranties
     MISCELLANEOUS
 New Receipts Exhibit A
 4




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Notice of Amendment to Holders
 Indemnification
  5




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SK TELECOM CO., LTD.By:  /s/ S.H. SongName:
    
    S.H.SONGTitle:
    
    General ManagerCITIBANK, N.A., as DepositaryBY:  /s/ S. T. YangName:
    
    S. T. YANGTitle:
    
    Vice President
 6




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SK TELECOM CO. LTD.
 AND
 CITIBANK, N.A.,
As Depositary
 AND
 HOLDERS AND BENEFICIAL OWNERS
FROM TIME TO TIME OF
AMERICAN DEPOSITARY RECEIPTS
 
 Amendment No. 2
 to
 Deposit Agreement
 Dated as of April 24, 2000




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AMENDMENT
NO. 2 TO DEPOSIT AGREEMENT
 AMENDMENT NO. 2 TO DEPOSIT AGREEMENT,
 WITNESSETH
THAT
 WHEREAS,
 WHEREAS,
 WHEREAS,
 WHEREAS,
 NOW,
THEREFORE,




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ARTICLE
I
 DEFINITIONS
 SECTION
1.01. Definitions.
 ARTICLE II
 AMENDMENTS TO DEPOSIT AGREEMENT
 SECTION
2.01. Deposit Agreement.
 SECTION
2.02. Change of Par Value.
 SECTION
2.03. Change of Ratio.
 ARTICLE III
 AMENDMENTS TO THE FORM OF ADR
 SECTION
3.01.
Change of par value.
 SECTION
3.02. Change of ratio.




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ARTICLE IV
 REPRESENTATIONS
AND WARRANTIES
 SECTION
4.01. Representations and Warranties.
    ARTICLE V
 MISCELLANEOUS
 SECTION
5.01. Effective Date.
 SECTION
5.02. New ADRs. Exhibit A
 SECTION
5.03. Notice of Amendment to Holders.




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SECTION
5.04. Indemnification.
 SECTION
5.05. Ratification.
 IN WITNESS WHEREOF,
 SK TELECOM CO. LTD.By:Name:Title: Senior Vice PresidentCITIBANK, N.A., as DepositaryBy:Name:Title: Vice President




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SK TELECOM CO., LTD.
 and
 CITIBANK, N.A.,
as Depositary
 and
 All HOLDERS AND BENEFICIAL OWNERS FROM
TIME TO TIME OF AMERICAN DEPOSITARY RECEIPTS
 
 Amendment No. 3
 to
 Deposit Agreement
 Dated as of July 24, 2002




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AMENDMENT NO. 3 TO DEPOSIT AGREEMENT
 AMENDMENT
NO. 3 TO DEPOSIT AGREEMENT,
 WITNESSETH THAT
 WHEREAS,
 WHEREAS,
 WHEREAS,
 NOW, THEREFORE,
 ARTICLE I
 DEFINITIONS
 SECTION
1.01. Definitions.




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ARTICLE II
 AMENDMENTS TO DEPOSIT AGREEMENT
 SECTION
2.01. Deposit Agreement.
 SECTION 2.02. Change of Agent for Service of Process. th th
 ARTICLE III
 FORM OF ADR
 SECTION
3.01. Form of ADR.
 ARTICLE IV
 REPRESENTATIONS AND WARRANTIES
 SECTION 4.01. Representations and Warranties.




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ARTICLE V
 MISCELLANEOUS
 SECTION 5.01. Effective Date.
 SECTION 5.02. Notice of Amendment to Holders.
 SECTION 5.03. Ratification.




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##### 



IN
WITNESS WHEREOF,
 SK TELECOM CO.,
LTD.By:

    /s/ Sung Hae ChoName: Sung Hae ChoTitle:
    VPCITIBANK, N.A., as DepositaryBy:

    Un Suk KoName:
    Un Suk KoTitle:
    Vice President