##### 



Exhibit 1.1 ARTICLES OF INCORPORATION       SK TELECOM CO., LTD.




---



##### 



ARTICLES OF INCORPORATION Adopted on March 26, 1984
Amended on February 18, 1986
May 12, 1988
September 13, 1988
December 2, 1988
August 14, 1989
March 15, 1991
March 20, 1992
    
    July 7, 1994
March 15, 1996
March 21, 1997
March 27, 1998
March 20, 1999
March 17, 2000
March 16, 2001
March 12, 2004
March 11, 2005
 CHAPTER I. GENERAL PROVISIONS Article 1.     Corporate Name  The name of the Company shall be SK Telecom Chusik Hoesa (hereafter Company), which
shall be written in English as SK Telecom Co., Ltd. (amended on March 21, 1997). Article 2.     Objectives  (1)

The objectives of the Company are as follows: rational management of the
telecommunications business, development of the telecommunications technology and
contribution to public welfare and convenience (amended on March 20, 1992).(2)

In order to achieve the above objectives, the Company carries on the following
businesses:  1.

Information and communication business (amended on March 12,
2004);2.

sales and leases business of subscriber handsets;3.

new media business;4.

advertising business;5.

mail order sales business;6.

chattel and/or real estate leasing business;7.

research and technology development relating to Items 1 through 4;8.

overseas and import/export business relating to Items 1 through 4;9.

manufacturing and distribution business relating to Items 1
through 4; and




---



##### 



10.

any business or undertaking incidental or conducive to the attainment
of the objects above.  (3)

To accomplish the above businesses effectively, parts of the businesses could
be delegated in accordance with resolutions of the Board of Directors (established on
August 14, 1989). Article 3.     Head Office and Other Offices  The Company shall have its head office in Seoul and may establish sub-organizations in the
place as required by a resolution of the Board of Directors. Article 4.     Method of Public Notice  Public notices by the Company shall be given by publication in Hankuk Kyungje Shinmoon, a
daily newspaper published in Seoul (amended on July 7, 1994). CHAPTER II. SHARES Article 5.     Total Number of Shares to be Issued  The total number of shares to be issued by the Company shall be two hundred twenty Million
(220,000,000) shares (amended on March 17, 2000). Article 6.     Par Value of a Share  The par value of a share issued by the Company shall be five hundred (500) Won per share
(amended on March 17, 2000). Article 7.     Classes and Types of Shares  The classes of shares to be issued by the Company shall be common shares and preferred
shares, both of which shall be in registered form. Share certificates to be issued by the
Company shall be 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
(amended on August 14, 1989). Article 8.     Number and Characteristics of Preferred Shares - 3 -




---



##### 



(1)

The preferred shares to be issued by the Company shall be of non-voting right,
and the number thereof shall be Five Million Five Hundred Thousand (5,500,000) shares
(amended on March 21, 1997).(2)

The dividend on the preferred shares shall be an amount not less than 9% and
not more than 25% of par value, as determined by the Board of Directors at the time of
issuance of the relevant shares (amended on March 21, 1997).(3)

In case the dividend ratio of the common shares exceeds that of the preferred
shares, the Shareholder of the preferred shares shall be allotted at the dividend ratio
of the common shares (established on March 21, 1997).(4)

If any dividends on preferred shares cannot be paid from the profits of the
fiscal year concerned, then the holders of such preferred shares shall have the right
of preference to receive accumulated dividends unpaid for such year at the time of
distribution of dividends on preferred shares for the succeeding fiscal year (amended
on March 21, 1997).(5)

If a resolution not to pay dividends on preferred shares is adopted, then the
preferred shares shall be deemed to have voting rights from the time of the General
Meeting of Shareholders following the General Meeting at which such resolution not to
pay dividends on preferred shares is adopted to the time of the end of the General
Meeting of the Shareholders at which a resolution to pay dividends on such preferred
shares is adopted (established on August 14, 1989).(6)

In case the Company issues new shares by paid-in capital increase or
non-paid-in capital increase, then the new shares issued with respect to the preferred
shares shall be common shares in the case of paid-in capital increase and shall be the
shares of same type in the case of non-paid-in capital increase (established on March
21, 1997).(7)

The existing period of the preferred shares shall be for ten (10) years from
the date of issuance, and the preferred shares shall be converted into common shares
upon the expiry thereof; provided, that if the holders of the preferred shares do not
receive the dividends entitled to them before the expiry date, then the existing period
shall be extended until such holders receive the dividends entitled to them in full.
In this case, Article 10-2 shall apply mutatis mutandisin respect of the dividends on
the new shares issued upon conversion (established on March 21, 1997). Article 9.     No Issuance of Shares Certificates  Pursuant to a Shareholders request, the Company may not issue share certificates for - 4 -




---



##### 



all or part of the shares owned by such Shareholder. Article 10.     Preemptive Right  (1)

The Companys Shareholders shall have the preemptive right to subscribe to new
shares in proportion to their respective shareholdings. However, in the case of
abandonment or loss of the preemptive right of the Shareholders to subscribe for new
shares, or if fractional shares remain at the time of allocation of new shares, such
shares shall be disposed of by a resolution of the Board of Directors (amended on
August 14, 1989).(2)

Notwithstanding Paragraph (1) above, if the Company issues new shares by public
offering or depositary receipts in accordance with the Overseas Securities Issuance
Regulation, or issues new shares to increase the Companys capital through public
offerings, the decision on preemptive right and other conditions on issuance of new
shares are determined by a resolution of the Board of Directors (amended on March 20,
1989). Article 10-2.  Base Date for Calculation of Dividends for New Shares  When the Company issues new shares by paid-in capital increase, non-paid-in capital increase
or stock dividend, with respect to the distribution of dividends on the new shares, the new
shares shall be deemed to have been issued at the end of the fiscal year immediately
preceding the fiscal year in which the new shares are issued (established on March 15,
1996). Article 10-3.  Stock Option  (1)

The Company may grant the Stock Options up to the limit as permitted by
relevant laws and regulations to its officers and employees or officers and employees
of an affiliated company as defined in relevant laws and regulations (in this Article
referred to as Officers and Employees) by a special resolution of the General Meeting
of Shareholders. Provided that, the Company may grant Officers and Employees the stock
option by a resolution of the Board of Directors up to the limit as permitted by
relevant laws and regulations (amended on March 8, 2002).(2)

Officers and Employers who may be granted Stock Options shall be such person
who has contributed to profit maximization or technical innovation of the Company or is
capable of such contribution; provided, that a person who is prohibited from being
granted Stock Options by relevant laws and regulations shall be excluded from the
foregoing (amended on March 8, 2002). - 5 -




---



##### 



1.

(deleted on March 8, 2002).2.

(deleted on March 8, 2002).3.

(deleted on March 8, 2002).  (3)

The shares to be delivered upon exercise of Stock Option shall be common shares
in registered form (amended on March 17, 2000).(4)

The number of officers and employees to be granted with Stock Option shall not
exceed 50% of the total number of officers and employees. The Stock Option that can be
granted to each person shall not exceed 1/5000 of total issued and outstanding shares
(amended on March 17, 2000).(5)

(deleted on March 17, 2000)(6)

The Stock Option may be exercised by the date set at the General Meeting of
Shareholders or by the Board of Directors within a period of seven (7) years commencing
from the date when the relevant officer or employee is entitled to exercise such Stock
Option (amended on March 16, 2001).(7)

The Stock Option may be canceled by the resolution of Board of Directors if any
of the following occurs (amended on March 17, 2000):  1.

When the relevant officer or employee voluntarily retires or
resign from the Company within three (3) years from the date of grant of Stock
Option (amended on March 17, 2000);2.

When the relevant officer or employee causes loss to the
Company due to his/her gross negligence or willful misconduct (amended on March
17, 2000); or3.

When there occurs any other conditions for cancellation of
Stock Option specified in the Stock Option agreement (amended on March 17,
2000). Article 10-4.  Redemption of Shares  (1)

Shares may be redeemed with profits to be distributed to Shareholders by a
resolution at the Board of Directors in accordance with relevant laws and
regulations.(established on March 16, 2001).(2)

Details of cancellation of shares with profits including the type and numbers
of shares to be cancelled, total acquisition amount, period and method of acquisition,
etc. shall be determined by the resolution of the Board of - 6 -




---



##### 



Directors in accordance with relevant laws and regulations.(established on March 16,
2001). Article 11.     Issuance at Current Market Price  (1)

All or a part of new shares to be issued by the Company may be issued at the
then-current market price, in which case the price of new shares shall be determined by
a resolution of the Board of Directors (established on August 14, 1989).(2)

In case of Paragraph (1), notwithstanding the provisions of Article 10, the
Board of Directors may offer publicly or cause a person who has subscribed for new
shares to underwrite new shares to be issued at the then-current market price in
accordance with the relevant provisions of the Securities and Exchange Act (established
on August 14, 1989). Article 12.     Transfer Agent  (1)

The company shall designate a transfer agent (amended on August 14, 1989).(2)

The transfer agent, the location where its services are to be rendered and the
scope of its duties shall be determined by the Board of Directors of the Company and
shall be publicly announced (amended on August 14, 1989).(3)

The Company shall keep the Register of Shareholders, or a duplicate thereof, at
the location where the transfer agent performs its duties. The transfer agent shall
handle the activities of making entries in the Registry of Shareholders, registering
the creation and cancellation of pledges over shares, issuing share certificates,
receiving reports and other related business (amended on August 14, 1989).(4)

The procedures for the activities referred to in Paragraph (3) above will
comply with the Regulation on the Securities Transfer Agency Business of the Transfer
Agent (amended March 15, 1996). Article 13.     Report of Name, Address and Seal or Signature of Shareholders, etc.  (1)

Shareholders and registered pledgees shall report their names, addresses and
seals or signatures to the transfer agent referred to in Article 12 (amended on March
15, 1996).(2)

Shareholders and registered pledgees who reside in a foreign country shall
appoint and report the place where, and an agent to whom, notices will be - 7 -




---



##### 



given in Korea (amended on August 14, 1989).  (3)

The same shall apply to changes in any matters referred to in Paragraphs (l)
and (2) above (amended on August 14, 1989).(4)

The Company shall not be responsible for any loss or damage attributable to the
failure to comply with the above Paragraphs. Article 14.     Suspension of Alteration of Register of Shareholders  (1)

The Company shall suspend entries of a change of Shareholders in the Register
of Shareholders, registering the creation and cancellation of pledges over shares,
indication of trust assets and cancellation thereof with respect to shares, for a
period beginning on January 1 of each fiscal year and ending on January 31 of such year
(amended on March 16, 2001).(2)

The Company shall cause the Shareholders whose names appear in the Register of
Shareholders on the last day of each fiscal year to exercise the rights as Shareholders
at the Ordinary General Meeting of Shareholders (amended on March 16, 2001).(3)

If necessary for convening of an Extraordinary General Meeting of Shareholders
or any other cause, the Company may set a record date or suspend entries of a change of
Shareholders for not more than three (3) months pursuant to a resolution of the Board
of Directors and upon at least two week prior public notice. The Board of Directors
may, when deemed necessary, both suspend the entries of a change of Shareholders and
set a record date (established on August 14, 1989). CHAPTER III. BONDS Article 15.     Issuance of Convertible Bonds  (1)

The Company may issue convertible bonds to persons other than the Shareholders
of the Company to the extent that the aggregate par value of the bonds shall not exceed
Four Hundred Billion (400,000,000,000) Won (amended on March 15, 1996).(2)

The convertible bonds referred to in Paragraph (1) may be issued with
conversion rights to a part of the bonds by a resolution of the Board of Directors. - 8 -




---



##### 



(3)

Upon conversion, from the aggregate par value of convertible bonds, common
shares may be issued up to Three Hundred Billion (300,000,000,000) Won and preferred
shares may be issued up to One Hundred Billion (100,000,000,000) Won, and the
conversion price, which shall not be less than the par value of each share, shall be
determined by a resolution of the Board of Directors at the time of issuance of the
convertible bonds (amended on March 15, 1996).(4)

The period during which conversion rights may be exercised shall commence on
one (1) month after the issuance date of the relevant convertible bonds and end on the
date immediately preceding the redemption date thereof. However, the Board of
Directors may adjust the conversion right period within the above period by a
resolution.(5)

With respect to the distribution of dividends or interest on the shares issued
upon conversion of the convertible bonds described in Paragraph (1), the convertible
bonds shall be deemed to have been converted into shares at the end of the fiscal year
immediately preceding the fiscal year in which the relevant conversion rights are
exercised (amended on March 15, 1996). Article 16.     Issuance of Bonds with Warrants  (1)

The Company may issue bonds with warrants to persons other than the
Shareholders of the Company to the extent that the aggregate par value of the bonds
shall not exceed Four Hundred Billion (400,000,000,000) Won (amended on March 15,
1996).(2)

The aggregate value of new shares which may be subscribed for by the holders of
the bonds with warrants shall be determined by the Board of Directors, provided that
the amount of such new shares shall not exceed the aggregate par value of the bonds
with warrants.(3)

Upon exercising preemptive rights, from the aggregate par amount of bonds with
warrants, common shares may be issued up to Three Hundred Billion (300,000,000,000) Won
and preferred shares may be issued up to One Hundred Billion (100,000,000,000) Won, and
the issue price, which shall not be less than the par value of each share, shall be
determined by a resolution of the Board of Directors at the time of issuance of the
bonds with warrants (amended on March 15, 1996).(4)

The period during which preemptive rights may be exercised shall commence on
one (1) month after the issuance date of the relevant bonds with warrants and end on
the date immediately preceding the redemption date thereof. However, the Board of
Directors may adjust the exercise period within the above period by a resolution. - 9 -




---



##### 



(5)

With respect to the distribution of dividends or interest of Shareholders who
exercise the preemptive rights described in Paragraph (1), shares shall be deemed to
have been issued at the end of the fiscal year immediately preceding the fiscal year in
which the subscription price therefor are fully paid (amended on March 15, 1996). Article 17.     Applicable Provisions regarding Issuance of Bonds  The provisions of Articles 12 and 13 shall apply mutatis mutandisto the issuance of bonds
(amended on March 15, 1996). CHAPTER IV. GENERAL MEETING OF SHAREHOLDERS Article 18.     Types of General Meeting  (1)

General Meetings of the Shareholders of the Company shall be of two types:
Ordinary and Extraordinary.(2)

The Ordinary General Meeting of Shareholders shall be convened within three (3)
months after the end of each fiscal year and Extraordinary General Meetings of
Shareholders shall be convened at any time if necessary (amended on July 7, 1994). Article 19.     Convening of General Meeting  (1)

Except as otherwise provided by the relevant laws and regulations, General
Meetings of Shareholders shall be convened by the Representative Director in accordance
with a resolution of the Board of Directors (amended on August 14, 1989).(2)

In the absence of the Representative Director, the provision of Article 35,
Paragraph (2) shall apply mutatis mutandis(amended on August 14, 1989). Article 20.     Notice and Public Notice of Convening of General Meeting  (1)

In convening a General Meeting of Shareholders, a written or digital notice
thereof setting forth the time, date, place and agenda of the Meeting, shall be sent to
each Shareholder at least two (2) weeks prior to the date of the Meeting (amended on
March 8, 2002). - 10 -




---



##### 



(2)

The written or digital notice of convening General Meeting of Shareholders to
Shareholders holding not more than one (1) percent of the total number of shares with
voting rights issued and outstanding shall be replaced by public notices given
respectively at least twice in Hankuk Kyungje Shinmoon and Maeil Kyungje Shinmoon
published in Seoul, two (2) weeks prior to the Meeting. Public notice of a Meeting
shall include the statement that a General Meeting will be held and the agenda of the
Meeting (amended on March 8, 2002). Article 21.     Place of General Meeting  General Meetings of Shareholders shall be held at the place where the head office of the
Company is located but may be held at a near-by place if necessary (amended on August 14,
1989). Article 22.     Chairman of General Meeting  The Chairman of the General Meeting of Shareholders shall be the Representative Director.
In the absence of the Representative Director, the other Directors shall preside at the
Meeting in the order previously determined by the Board of Directors (amended on July 7,
1994). Article 23.     Maintenance of Order by Chairman  (1)

The chairman of a General Meeting of Shareholders may order any person who
intentionally speaks or behaves obstructively or who disturb the proceedings of the
Meeting to stop or retract a speech or to leave the place of Meeting, and such person
shall comply with his/her order (established on August 14, 1989).(2)

The Chairman of a General Meeting of Shareholders may restrict time and number
of speeches by a Shareholder as deemed necessary for the purpose of smooth proceeding
(established on March 27, 1998). Article 24.     Voting Rights of Shareholders  Every Shareholder shall have one (1) vote per share registered by his own name. Article 25.     Limitation to Voting Rights of Cross-Held Shares  If the Company, its parent company and its subsidiary, or its subsidiary holds shares - 11 -




---



##### 



exceeding ten (10) percent of the total number of shares issued and outstanding of another
company, the shares of the Company held by such other company shall not have voting rights
(amended on August 14, 1989). Article 26.     Disunitary Exercise of Voting Rights  (1)

If a Shareholder who holds two (2) or more shares with voting rights wishes to
exercise them in disunity, such Shareholder shall notify the Company in writing of his
intention and reason for disunitary voting at least three (3) days prior to the Meeting
(amended on August 14, 1989).(2)

The Company may reject an exercise of vote in disunity by a Shareholder except
in the event that he/she has accepted a trust of shares or he/she holds the shares on
behalf of another person (amended on August 14, 1989). Article 27.     Exercise of Voting Rights by Proxy  (1)

Shareholders may exercise their voting rights by proxy.(2)

The proxy shall be a Shareholder of the Company and must present documents
evidencing his power of representation prior to the opening of the General Meeting of
Shareholders; provided, however, the proxy for a corporate Shareholder must be an
employee of such corporation authorized by the corporations representative
(established on July 7, 1994). Article 28.     Matters
for Resolution (deleted on July 7, 1994) Article 29.     Method of Resolution of General Meeting of Shareholders  All resolutions of General Meetings of Shareholders, except as otherwise provided by the
relevant laws and regulations, shall be adopted by affirmative votes of the majority of the
voting rights of Shareholders present thereat and at least one-fourth (1/4) of the total
number of shares issued and outstanding (amended on March 15, 1996). Article 30.     Minutes of General Meeting of Shareholders  The substance of the course and proceedings of a General Meeting of Shareholders and the
results thereof shall be recorded in minutes on which the names and seals of the chairman
and the Directors present at the Meeting shall be affixed or which shall be signed by such
persons, and shall be kept at the head office and branches of the - 12 -




---



##### 



Company (amended on March 15, 1996). CHAPTER V. DIRECTORS(amended on March 17, 2000) Article 31.     Number of Directors  (1)

The Company shall have a minimum of three (3) but not more than twelve (12)
Directors, and more than a half of Directors shall be outside Directors (amended on May
11, 2005).(2)

(deleted on March 17, 2000) Article 32.     Appointment of Directors  (1)

The Directors shall be elected at a General Meeting of Shareholders (amended on
March 17, 2000).(2)

The Directors shall be appointed at a General Meeting of Shareholders by
affirmative votes of the majority of the voting rights of Shareholders present and such
majority also represents at least one-fourth (1/4) of the total number of shares issued
and outstanding (amended on March 17, 2000).(3)

For appointment of Directors, the cumulative voting system pursuant to Article
382-2 of the Commercial Act shall not be applied (established on March 20, 1999).(4)

(deleted on July 7, 1994)(5)

The Directors shall consist of standing Director(s), non-standing Director(s)
and outside Director(s) who do(es) not participate in general operation of the Company
(established on March 27, 1998).(6)

(deleted on March 17, 2000) Article 32-2.  Committee for Recommendation of Outside Director  (1)

The Company shall have the committee for recommendation of Outside Director
(the Recommendation Committee) at the Board of Directors.(2)

An outside Director shall be appointed from among those candidates who were
recommended by the Recommendation Committee. - 13 -




---



##### 



(3)

The Recommendation Committee shall consist of two (2) or more Directors and a
half or more of such Directors shall be composed of outside Directors already
appointed.(4)

All matters necessary for the constitution and operation of the Recommendation
Committee shall be decided separately by the Board of Directors (established on March
17, 2000). Article 32-3.  Qualification of Director  (1)

A person who falls under any of the following items shall not be a Director of
the Company, and a Director who falls under any of the following items after his/her
appointment shall be dismissed (amended on March 17, 2000):  1.

Person who controls a company having competitive relationship
with the Company, as specified in the Monopoly Regulation and Fair Trade Law
(hereinafter, the FTL) or any person relating to such a person (amended on
March 17, 2000);2.

Person who is, or has been within last two (2) years, an
officer or an employee of a company having competitive relationship with the
Company, or a company which belongs to the same enterprise group as such
competitor under the FTL (amended on March 17, 2000); or3.

Person who is, or has been within last two (2) years, an
officer or an employee of a corporation which is the largest Shareholder or the
2nd largest Shareholder of a company having competitive relationship with the
Company, or a company which belongs to the same enterprise group as such
corporation under the FTL (amended on March 17, 2000).  (2)

The outside Director of the Company shall be such person who has expert
knowledge in management, economy, accounting, law or relevant technology, or
substantial experience in such areas, and who may contribute to the development of the
Company and protection of interests of the Shareholders. A person who falls under any
of causes for disqualification as specified in the Securities Exchange Act, Korean
Commercial Act, or other relevant laws and regulations, shall not become an outside
Director of the Company (amended on March 17, 2000).(3)

If an outside Director who falls under any of causes for disqualification in
any of items specified in Paragraph (1) above or in the Paragraph (2) above, he/she
shall be dismissed from his/her office when there occurs any of such causes. In such
case, any vacancy in the office of the outside Director shall be filled at - 14 -




---



##### 



the Ordinary General Meeting of Shareholders following the occurrence of such causes
for disqualification (amended on March 17, 2000). Article 33.     Term of office of Directors  The term of office of the Directors (including Representative Director) shall be until the
close of the 3rd Ordinary General Meeting of Shareholders convened after he/she
office.(amended on March 16, 2001). Article 34.     Appointment of Directors in case of Vacancy  (1)

If a Director falls under one of the following items, his/her position is
deemed to be vacant (amended on March 17, 2000):  1.

When dead;2.

When adjudicated insolvent;3.

When declared incapacitated person or quasi- incapacitated
person; and4.

When sentenced to a punishment heavier than imprisonment
without prison labor.  (2)

Any vacancy in the office of Director shall be filled by a resolution of an
Extraordinary General Meeting of Shareholders. However, if the number of Directors
required by these Articles of Incorporation or applicable laws are met and there is no
difficulty in the administration of business, a appointment may be withheld temporarily
or postponed until the next following Ordinary General Meeting of Shareholders (amended
on March 17, 2000).(3)

The terms of office of a Director appointed to fill a vacancy or increase the
number of Directors shall commence on the date of taking office (amended on March 17,
2000). Article 35.     Duties of Directors  (1)

The Company shall appoint more than one (1) representative Directors among
Directors by a resolution of the Board of Directors. The Representative Director shall
represent the Company and manage all affairs of the Company (amended July 7, 1994).(2)

The Directors shall assist the Representative Director and shall carry out
their respective responsibilities as determined by the Board of Directors. In the
absence of the Representative Director, they shall perform his duty in the order
determined by the provisions of the Board of Directors (amended July 7, - 15 -




---



##### 



1994). Article 35-2.  Reporting Duty of Directors  A Director shall immediately report to the Audit Committee when such a Director finds
matters which could materially cause damage to the Company (amended on March 17, 2000). Article 35-3.  Duties of Directors to be faithful  The Directors shall faithfully perform their respective duties for the benefits of the
Company (amended on March 17, 2000). Article 36.     Duties
of Auditors (deleted on March 17, 2000) Article 37.     Auditors
Records (deleted on March 17, 2000) Article 38.     Disqualification
of Directors and Auditors (deleted on July 7, 1994) Article 39.     Assurance of Employees Employment  The Company shall assure its employees employment with the Company except for discharge or
removal pursuant to the Companys Rules of Employment (amended on July 7, 1994). Article 40.     Restriction
on the Representation Right of the Representative Director (deleted on July 7, 1994) Article 41.     Agent  Representative Director may appoint agents among employees of the Company to be delegated
rights with respect to the Companys business, including any litigation involving the
Company except otherwise prohibited by any laws or regulation, or the Articles of
Incorporation (amended on July 7, 1994). Article 42.     Consultant - 16 -




---



##### 



Representative Director may have consultants or advisory institutions to refer important
matters on business administration (amended on July 7, 1994). CHAPTER VI. BOARD OF DIRECTORS Article 43.     Constitution of the Board of Directors  The Board of Directors of the Company shall consist of Directors. The Board of Directors
shall resolve all important matters relating to the execution of business (amended on July
7, 1994). Article 44.     Convening of the Board of Directors Meeting  (1)

Meetings of the Board of Directors shall be convened by the Representative
Director as he deems necessary or upon the request of more than three (3) Directors
(amended on July 7, 1994).(2)

A Director who does not have the right to convene the Meeting of Board of
Directors may demand to convene the Meeting of Board of Directors to a Director with a
right to convene the Meeting. If a Director with such a right rejects to the demand
without reasonable cause, other Director may convene the Meeting of Board of Directors
(established on March 8, 2002).(3)

In convening a Meeting of the Board of Directors, a notice thereof setting
forth agenda of the Meeting shall be given to each Director two (2) days prior to the
date of the Meeting (amended on March 8, 2002).(3)

The procedure of Paragraph (3) may be dispensed with upon the consent of all
Directors (amended on March 8, 2002). Article 45.     Resolutions of the Board of Directors  (1)

Resolutions of the Board of Directors shall be adopted by the presence of a
majority of the Directors in office and by the affirmative vote of a majority of the
Directors present.(2)

No Director who has an interest in a matter for resolution may exercise his or
her vote upon such matter. Article 45-2.  Matters Subject to Prior Approval of Majority of the Outside Directors - 17 -




---



##### 



Notwithstanding the provisions to the contrary in the Articles of Incorporation, the Company shall obtain approval from the
majority of the outside Directors in order to effect the following acts (established on March 27, 1998):  1.

Acquisition by the Company of, or causing its subsidiary to acquire, such stock
or equity of a foreign company or corporation or other overseas assets, equivalent to
5% or more of its capital under the most recent balance sheet; or2.

Contribution of capital to, providing loan or guarantee to, acquisition of
assets of, or any similar transaction with, the affiliated companies of the Company (as
defined in the FTL) equivalent to 10 billion Won or more through single or more
transactions. Article 46.     Function (deleted on July 7, 1994) Article 46-2.     Internal Trading  The Board of Directors shall establish and amend the regulations for internal trading in
order to insure the fairness of transactions with affiliated companies (as defined in the
FTL) of the Company (established on March 27, 1998). Article 47.     Management  Matters necessary for management of the Board of Directors shall be determined by the
provisions of the Board of Directors. Article 47-2.  Auditors
Council (deleted on March 17, 2000) Article 47-3.  Audit
Committee (established on March 17, 2000)  (1)

The Company shall have the Audit Committee in the Board of Directors.(2)

The Audit Committee shall consist of three (3) or more directors and two-thirds
(2/3) or more of the committee members shall be composed of outside Directors.(3)

All matters necessary for the constitution and operation of the Audit Committee
shall be decided separately at the Board of Directors. - 18 -




---



##### 



Article 48.     Minutes of the Meeting of the Board of Directors  All agenda of the Board of Directors, the substance of the proceedings of the Board and the
result thereof, name(s) of Director(s) who raise(s) an objection to the Board resolution and
the reason therefor, shall be recorded in the minutes on which the names and seals of the
Chairman and all Directors present shall be affixed or which shall be signed by such
persons, and shall be kept at the head office (amended on March 17, 2000). Article 49.     Remuneration and Severance Allowance of Directors  (1)

Remuneration for the Directors shall be determined by a resolution of the
General Meeting of Shareholders (amended on March 17, 2000).(2)

Severance allowances for Directors shall be handled in accordance with the
Regulation on Remuneration for Officers as adopted by a resolution of the General
Meeting of Shareholders (amended on March 17, 2000). Article 49-2.  Treatment for Outside Directors  The Company may pay to outside Directors the expense incurred during the performance of
their duties (amended on March 17, 2000). CHAPTER VII. ACCOUNTING Article 50.     Fiscal Year  The fiscal year of the Company shall commence on January 1 and end on December 31 of each
year (amended on August 14, 1988). Article 51.     Safe
(deleted on July 7, 1994) Article 52.     Preparation and Preservation of Financial Statements and Business Report  (1)

The Representative Director of the Company shall prepare the following
documents, supplementary documents thereto and the business report for obtaining the
audit of the Audit Committee six (6) weeks prior to the day set for the Ordinary
General Meeting of Shareholders, for audit by the Audit Committee, and the
Representative Director shall submit the following - 19 -




---



##### 



documents and the business report to the Ordinary General Meeting of Shareholders
(amended on March 17, 2000).  1.

Balance sheet;2.

Profit and loss statement; and3.

Statement of appropriation of earned surplus or statement of
disposition of deficit  (2)

The Audit Committee shall submit the audit report on the documents described in
Paragraph (1) above to the Representative Director within four (4) weeks from the day
of receipt thereof (amended on March 17, 2000).(3)

The Representative Director shall keep the documents described in Items of
Paragraph (1) above, together with the business report, and the audit report at the
head office of the Company for five (5) years and certified copies of all of such
documents at the branches of the Company for three (3) years beginning from one (1)
week prior to the day of the Ordinary General Meeting of Shareholders (established on
August 14, 1989).(4)

The Representative Director shall give public notice of the balance sheet and
the independent auditors opinion immediately after the documents described in Items of
Paragraph (1) above have been approved by the General Meeting of Shareholders
(established on August 14, 1989). Article 53.     Disposition of Surplus  The Company shall dispose of the earned surplus which is unappropriated as of the end of
each fiscal year according to the following method (amended on March 21, 1997).  1.

Earned surplus Reserves (required to be more than one-tenth of cash dividends
paid for the pertinent fiscal year)2.

Other Statutory reserves;3.

Dividends;4.

Discretionary reserves;5.

Bonus for officers;6.

Other appropriation of retained earnings; and7.

Earned surplus carried forward to next fiscal year. Article 54.     Dividends  (1)

Dividends may be paid in cash or shares (amended on July 7, 1994).(2)

In the case of stock dividends, the classes and types of new shares to be - 20 -




---



##### 



allotted may be determined by resolution of the General Meetings of Shareholders if
the Company has issued different classes and types of shares (established on March
15, 1996).  (3)

Dividends under Paragraph (1) shall be paid to the Shareholders or pledgees who
are registered in the Register of Shareholders as of the end of each fiscal year
(established on August 14, 1989).(4)

If there is no claim for the payment of dividends for five (5) years from the
date when the allotment starts, the right to claim dividends in Paragraph (1) shall be
deemed to be waived and the dividend shall be deemed to be the earning of the Company
(amended on August 14, 1989). Article 54-2. Interim Dividends  (1)

The Company may pay dividends in cash to the Shareholders registered in the
Register of Shareholders as of June 30, by resolution of the Board of Directors, one
time during each fiscal year (established on March 12, 2004).(2)

All other matters relevant to the Interim Dividends under Paragraph (1),
including the limitation amount of the Interim Dividends and/or the payment time of the
Interim Dividends, shall comply with the relevant laws and regulations, including
Securities and Exchange Act (established on March 12, 2004).(3)

In case of the payment of the Interim Dividends, the rate of the Interim
Dividends to common shares shall also apply to the Interim Dividends to preferred
shares under Article 8 (established on March 12, 2004).(4)

The provisions of Article 10 Paragraph (2) and Article 54 Paragraph (4) shall
apply mutatis mutandisto this Article (established on March 12, 2004). VIII. SUPPLEMENTARY PROVISIONS Article 55.     Duty of Keeping Secret  (1)

The employees, or the former employees of the Company shall not disclose or
embezzle secrets which are obtained on his duty (amended on March 27, 1998).(2)

If any officer or any person who was the officer of the Company discloses or - 21 -




---



##### 



misappropriates the information concerning the management of the Company, he/she
shall be liable for the loss incurred to the Company (established on March 27,
1998). Addendum (as of August 14, 1989) Article 1.     Date of Enforcement  These Articles of Incorporation shall take effect as of August 14, 1989. Article 2.     Provisions of the Company  The provisions needed for the undertaking and management of the Companys business shall be
determined and enforced by the Board of Directors. Article 3.     Matters Not Specified in These Articles of Incorporation  Matters not specified in these Articles of Incorporation shall comply with resolutions of
the General Meeting of Shareholders, the Commercial Act and other laws or regulations. Addendum (as of March 15, 1991) These Articles of Incorporation shall take effect as of March 15, 1991. Addendum (as of March 20, 1992) These Articles of Incorporation shall take effect as of March 20, 1992. Addendum (as of July 7, 1994) These Articles of Incorporation shall take effect as of July 7, 1994. Addendum (as of March 15, 1996) - 22 -




---



##### 



Article 1.     Date of Enforcement  These Articles of Incorporation shall take effect as of March 15, 1996. However, the
amended Articles of 10-2, 13, 17, 29, 30, 32, 33, 35-2, 36, 37, 48 and 54 shall take effect
as of October 1, 1996. Article 2.     Interim Measures for Terms of Office of Auditors  The terms of office of auditors who are holding office of the Company when these Articles of
Incorporation become effective, shall be determined by the previous Articles of
Incorporation of the Company. Addendum (as of March 21, 1997) Article 1.     Date of Enforcement  These Articles of Incorporation shall take effect as of March 21, 1997. Addendum (as of March 27, 1998) Article 1.     Effective Date  These Articles of Incorporation shall become effective from March 27, 1998. Article 2.     Interim Measures for appointing outside Director  Notwithstanding the amended provision of Article 31 Paragraph (1), the Company may appoint
at most three (3) outside Director(s). Addendum (as of March 20, 1999) Article 1.     Effective Date  These Articles of Incorporation shall become effective from March 20, 1999. - 23 -




---



##### 



Article 2.     Issuance of New Shares  The Company shall issue 160,210 common shares by June 17, 1999. Article 3.     Manner to Issue New Shares  At the time of issuance of new shares under Article 2 of the Addendum, the Company shall,
notwithstanding the provision of Article 10, paragraph (1) of the text, allocate all of such
new shares to the stockholders, except foreigners who are restricted from the acquisition of
securities beyond a certain limit according to Article 6, Item 3 of the Telecommunication
Business Act, in proportion to stocks which the stockholder owns. Provided, however that the
issue price and manner of subscription shall be determined by resolution of the Board of
Directors. Article 4.     Transient Provision  The provision of Article 32, paragraph (3) of the text shall be effective to the date
immediately preceding the date set for the Ordinary General Meeting of Shareholders in 2003
(amended on March 17, 2000). Addendum (as of March 17, 2000) Article 1.     Date of Effectiveness  These Articles of Incorporation shall take effect as of March 17, 2000. However, the
amended Article 31 shall take effect from the date of convening the Ordinary General Meeting
of Shareholders following the close of the 2000 business year. Article 2.     Allocation of New Shares to a Third Party Notwithstanding the provisions of Article 10, Paragraph (1) of the text, the Company may
allocate 579,492 new shares (on the basis of 5,000 Won as par value of a share) to Pohang
Iron & Steel Co., Ltd., once or more within year 2000 by a resolution of the Board of
Directors in the manner of the issuance of new shares to a third party. Addendum (as of March 16, 2001) Article 1.     Date of Effectiveness - 24 -




---



##### 



These Articles of Incorporation shall take effect as of March 16, 2001. Article 2.     Transient Provision  Article 33 shall also be applied to the Directors who have been elected prior to the
effective date of these Articles of Incorporation. Addendum (as of March 12, 2004) Article 1.     Date of Effectiveness  These Articles of Incorporation shall take effect as of March 12, 2004. Addendum (as of March 11, 2005) Article 1.     Date of Effectiveness  These Articles of Incorporation shall take effect as of March 11, 2005. - 25 -