**Exhibit 1.1****ARTICLES OF INCORPORATION**     Adopted on      March 6, 1968  Amended on      July 10, 1968 February 20, 1969  March 20, 1969 June 16, 1969  February 7, 1970 February 6, 1971  November 23, 1971 February 4, 1972  November 29, 1972 February 12, 1973  February 5, 1974 February 8,1975  February 6, 1976 February 8, 1977  February 25, 1978 February 24, 1979  February 28, 1981 February 23, 1982  February 18, 1984 February 5, 1985  February 26, 1986 March 7, 1987  February 27, 1988 March 15, 1989  March 6, 1990 March 14, 1991  March 7, 1992 October 13, 1992  March 8, 1994 April 15, 1994  March 15, 1995 March 15, 1996  March 14, 1997 March 17, 1998  August 20, 1998 March 16, 1999  March 17, 2000 March 16, 2001  March 15, 2002 March 14, 2003  March 12, 2004 February 24, 2006  February 23, 2007  **CHAPTER I. GENERAL PROVISIONS**     **Article 1. Company Name**
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          The name of the Company in Korean shall be **“Chusik Hoesa POSCO” and in English, “POSCO”**     **Article 2. Purpose**          The purpose of the Company is to engage in the following business activities: 1. To manufacture, market, promote, sell and distribute iron, steel and rolled products;  2. To engage in harbor loading and unloading, transportation and warehousing businesses;  3. To engage in the management of professional athletic organizations;  4. To engage in the supply of LNG and power generation as well as the distributionbusiness thereof and in the resources development business;  5. To engage in leasing of real estate and distribution businesses;  6. To engage in the supply of district heating business;  7. To engage in marine transportation, processing and sales of minerals within or outsideofKorea;  8. To engage in educational service and other services related to business;  9. To engage in manufacture, process and sale of non-ferrous metal; and  10. To engage in all other conducts, activities or businesses which are related, directly orindirectly, to the attainment and continuation of the foregoing purposes.     **Article 3. Location of the Head Office and Branches**          The head office of the Company shall be located in Pohang, Kyungsangbuk-Do, the Republic ofKorea (“Korea”). Branches may be established elsewhere by resolution of the Board of Directors ofthe Company.
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     **Article 4. Notices**          Public notices by the Company shall be given, when necessary, by inserting them in the SeoulShinmun, the Maeil Shinmun and the Kwangju Ilbo, daily newspapers published in Seoul, DaeguMetropolitan City and Kwangju Metropolitan City, respectively.**CHAPTER II. SHARES**     **Article 5. Total Number of Authorized Shares**          The total number of shares which the Company is authorized to issue (“Authorized Shares”) istwo hundred million (200,000,000) shares.     **Article 6. Face Value, Types of Shares and Share Certificates**          The types of shares to be issued by the Company shall be registered common shares andregistered preferred shares, having a face value of 5,000 Won per share.          Share certificates shall be issued by the Company in denominations of one (1), three (3), four(4), five (5), ten (10), fifty (50), one hundred (100), five hundred (500), one thousand (1,000)and ten thousand (10,000) shares as the shareholders may request.     **Article 7. Number and Contents of Preferred Shares**          (1) Preferred shares to be issued by the Company shall be non-voting, and the number thereofshall not exceed the limit prescribed in the mandatory provisions of the applicable laws orregulations.          (2) The dividends on non-voting preferred shares shall be no less than 9 % per annum of thepar value and the rate thereof shall be determined by the Board of Directors at the time ofissuance.
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          (3) Notwithstanding Paragraph (2), a dividend on preferred shares shall not be required to bedeclared in case the amount available for dividend is less than the aggregate amount of the minimumdividend.     **Article 8. Shares to be Issued at the time of Incorporation**          The Company shall issue 40,000 shares at the time of incorporation.     **Article 9. No Issuance of Share Certificates**          If a shareholder does not desire to receive share certificates representing the whole or partof the shares owned by him, no share certificates representing such shares shall be issued by theCompany.     **Article 10. Pre-emptive Rights**          (1) Except as otherwise provided by Paragraphs (2) through (4) of this Article 10 and themandatory provisions of the applicable laws or regulations, in case of the issuance of new shares,the shareholders of the Company shall have the right to subscribe for such newly issued shares inproportion to the number of shares held by each of them; provided, however, that the Company may,by resolution of the Board of Directors, allocate preferred shares to holders of preferred sharesin proportion to the number of shares held by each of them.          (2) New shares may be allocated to persons other than the existing shareholders by aresolution of the Board of Directors in the following cases: 1. If the Company issues new shares by a public offering or has underwritersunderwrite new shares by a public offering in accordance with the provisions of theSecurities and Exchange Act;  2. If the Company allocates new shares to the members of the Company’s Employee StockOwnership Association in accordance with the provisions of the Securities and Exchange Act;  3. If the Company issues new shares for the issuance of depositary receipts inaccordance with the provisions of the Securities and Exchange Act;
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 4. If the Company issues new shares through offering to the public investors bythe resolutions of the Board of Directors in accordance with the Securities andExchange Act;  5. If the Company issues new shares to the existing creditors in order to convertthe debt into capital;  6. If the Company issues new shares to the domestic and/or foreign entities inaccordance with a joint venture agreement, strategic alliance or technology license andtransfer agreement executed by and between the Company and such entities for themanagement purposes;  7. If the Company issues new shares to the domestic and/or foreign financial institutionsin order to finance the Company in the emergent cases; and          (3) Any shares unsubscribed after the exercise of pre-emptive rights by shareholders who areentitled to them or any fractional shares remaining after the allocation of new shares may bedisposed of by a resolution of the Board of Directors.          (4) Notwithstanding the provisions of Paragraphs (2) through (3) of this Article 10, newshares may be allocated to persons other than the existing shareholders by a special resolution ofa General Meeting of Shareholders when it is deemed necessary for attaining the purposes of theCompany such as introduction of new technology and financial restructuring.          (5) In case the Company issues new shares by a rights offering, bonus issue or stock dividend,such shares will be deemed to have been issued at the end of the fiscal year immediately precedingthe fiscal year during which the shares are issued.     **Article 11. Offering to Public Investors, etc.**          (1) The Company may issue new shares not more than ten-hundredths of total issued shares ofthe Company through offering to public investors by the resolution of the Board of Directors inaccordance with the Securities and Exchange Act.          (2) In case the Company issues new shares in accordance with the resolution of the Board ofDirectors due to the reasons set forth in Subparagraphs 5 through 7 of Paragraph (2) of Article 10,the total face amount of new shares can not exceed 100 billion Won.
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          (3) The type, number and the issue price of the shares to be issued by the manner as set forthin Paragraphs (1) and (2) shall be determined by the resolution of the Board of Directors; providedthat the issue price of the new shares must be no less than the price as set forth in thePresidential Decree to the Securities and Exchange Act.     **Article 12. (Deleted)**     **Article 13. Registration and Alteration of an Entry in the Register of Shareholders**          (1) The Company shall, by resolution of the Board of Directors, appoint an agent to attend tothe registration of transfer of shares and bonds and creation of pledges thereon, the indication oftrust assets, the re-issuance of share certificates and any other matters relating thereto.Specific procedures therefor shall be in accordance with applicable laws and regulations relatingto such matters and the rules the agent may set forth.          (2) Shareholders and registered pledgees who reside in foreign countries shall appoint andreport the place where, and an agent to whom, notices will be given in Korea.     **Article 14. Fees**          The Company may, by resolution of the Board of Directors, charge, or have the register agentcharge, a fee for services it renders in connection with any of the matters set forth in Article 13above, or for any services related to shareholder inspection of the Company’s financial statementsor other documents, and for providing any copies thereof.     **Article 15. Suspension of Alterations of Entries in the Register of Shareholders**          (1) The Company shall suspend entries of alterations, registration or cancellation of pledgesover shares and indication of trust assets and cancellation thereof in the Register of Shareholdersfor a period commencing on January 1 and ending on January 31 of each year.          (2) The Company may, by resolution of the Board of Directors or by resolution of a committeeas authorized by
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the Board of Directors, suspend the entry of a change as to the matters contained in the Registerof Shareholders for a specified period of time or set a record date when deemed necessary and forthe purpose of convening an Extraordinary General Meeting of Shareholders; provided, however, thatthe period of suspension shall not exceed three (3) months and two (2) weeks prior notice ofsuspension or fixing of a record date has been given to the shareholders. The Board of Directors orsuch authorized committee may, when deemed necessary, both suspend the entry of a change in theRegister of Shareholders and set a record date.**CHAPTER III. BONDS**     **Article 16. Issuance of Convertible Bonds**          (1) The Company may issue convertible bonds in the aggregate face amount not exceeding twotrillion (2,000,000,000,000) Won to persons other than the shareholders in the following cases:                 1. If the Company issues convertible bonds by public offering.2. If the Company enters into a joint venture agreement, strategic alliance ortechnical license and transfer agreement, when it is deemed necessary, and issuesconvertible bonds to any domestic or international corporation accordingly.3. If the Company issues convertible bonds to a domestic or international financialinstitution to provide urgently needed funds.          (2) Convertible bonds mentioned in Paragraph (1) may, by resolution of the Board of Directors,be issued with their conversion rights limited to a certain portion of their face amount.          (3) Upon conversion from the aggregate face amount of convertible bonds, common shares may beissued up to one trillion three hundred billion (1,300,000,000,000) Won and preferred shares may beissued up to seven hundred billion (700,000,000,000) Won, and the conversion price, which shall notbe less than the par value of the shares, shall be determined by resolution of the Board ofDirectors at the time of issuance of the convertible bonds.          (4) The conversion period shall be the period commencing from the date of issuance of theconvertible bonds and ending on the date immediately preceding the date of redemption of theconvertible bonds. The conversion period may be adjusted by a resolution of the Board of Directors;provided, that the conversion period shall in any event fall within the period mentioned above.
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          (5) The provisions of Article 10, Paragraph (5) shall apply mutatis mutandis to the payment ofdividends on the shares issued upon conversion and the payment of interest on the convertiblebonds.     **Article 17. Issuance of Bonds with Warrants**          (1) The Company may issue bonds with warrants in the aggregate face amount not exceeding twotrillion (2,000,000,000,000) Won to persons other than the shareholders in the cases prescribed inParagraph (1) of Article 16.          (2) The amount with respect to which the pre-emptive rights may be exercised shall bedetermined by resolution of the Board of Directors; provided, that such amount shall not in anyevent exceed the aggregate face amount of the bonds with warrants.          (3) Upon exercise of the warrants, from the aggregate face amount of bonds with warrants,common shares may be issued up to one trillion, three hundred billion (1,300,000,000,000) Won andpreferred shares may be issued up to seven hundred billion (700,000,000,000) Won, and the issueprice, which shall not be less than the face value of the shares, shall be determined by resolutionof the Board of Directors at the time of issuance of the bonds with warrants.          (4) The period during which the pre-emptive rights may be exercised shall be the periodcommencing from the date of issuance of the bonds with warrants and ending on the date immediatelypreceding the date of redemption of the bonds with warrants. The period during which thepre-emptive rights may be exercised may be adjusted by resolution of the Board of Directors;provided, that such period shall in any event fall within the period mentioned above.          (5) The provisions of Article 10, Paragraph (5) shall apply, mutatis mutandis, to the paymentof dividends on the new shares issued upon exercise of the pre-emptive rights.     **Article 18. Provisions applicable mutatis mutandis to the Issuance of the Bonds**          Articles 13 and 14 of these Articles of Incorporation shall apply mutatis mutandis to theissuance of the bonds.
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**CHAPTER IV. GENERAL MEETING OF SHAREHOLDERS**     **Article 19. Convening of General Meetings.**          (1) An Ordinary General Meeting of Shareholders shall be held within three (3) months afterthe end of each fiscal year, and an Extraordinary General Meetings of Shareholders may be convenedat any time in compliance with a resolution of the Board of Directors and applicable laws orregulations.          (2) Shareholders may act only with respect to matters set forth in a written notice at aGeneral Meeting of Shareholders.          (3) The General Meeting of Shareholders shall be held in Seoul or at the place where theCompany’s head office is located.          (4) A General Meeting of Shareholders shall be convened by the Chairman of the Company or bythe President or Vice President of the Company acting under the Chairman’s authorization.     **Article 20. Notices**          (1) Written notice of each General Meeting of Shareholders of the Company shall state thedate, time, place of the Meeting and the purposes for which the Meeting has been called. Thewritten notice shall be dispatched to all the shareholders by mail or by e-mail transmission atleast two weeks prior to the date set for such Meeting.          (2) The written notice of a General Meeting of Shareholders to be given to shareholdersholding one-hundredth or less of the total number of voting shares in issue may be substituted bynotices made in the Seoul Shinmun published in Seoul, the Maeil Shinmun published in DaeguMetropolitan City and the Kwangju Ilbo published in Kwangju Metropolitan City; provided, however,that at least two notices are made in said publications two weeks prior to the date set for suchMeeting.     **Article 21. Presiding Officer**
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          The Chairman and the Representative Director shall preside at a General Meetings ofShareholders. In the absence of the Chairman, the President and the Vice President among ExecutiveDirectors shall act as chairman in accordance with their order of authority.     **Article 22. Authority of the Presiding Officer**          The officer presiding at a General Meeting of Shareholders may order any person to ceasemaking any statements or to leave the Meeting or that the statements made by such person bestricken from the record if the presiding officer determines that such person is deliberatelypreventing deliberations or is disturbing the order of the proceedings at the General Meeting. Thepersons so ordered shall comply with the presiding officer’s instructions.     **Article 23. Vote by Proxy**          (1) Any shareholder entitled to vote at a General Meeting of Shareholders shall have the rightto vote by proxy.          (2) Any shareholder may exercise his vote by proxy. However, the proxy shall submit a documentevidencing the power of representation before the opening of the General Meeting. In the case of ajuridical person, any of its officers or directors may be a proxy.     **Article 24. Quorum and Requisite for Resolutions**          (1) Except as otherwise provided in these Articles of Incorporation or those mandatoryprovisions of the applicable laws or regulations, all actions and resolutions of a General Meetingof Shareholders shall be adopted by the affirmative vote of a majority of the voting shares of theshareholders present, which shall represent at least one-fourth of the voting shares of the Companythen issued and outstanding.          (2) In the following cases, the resolutions of a General Meeting of Shareholders shall beadopted by the affirmative vote of at least two-thirds of the voting shares of the shareholderspresent, which shall represent at least one-third of the voting shares of the Company then issuedand outstanding: 1. Amendment of the Articles of Incorporation;  2. Transfer of all or any important part of the business;
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 3. Execution, amendment or rescission of a contract for leasing the whole of thebusiness, for entrustment of management, or for sharing with another person all profitsand losses in relation to the business or of a similar contract;  4. Transfer of any part of business of any other company, which may have greatinfluence upon the business of the Company;  5. Merger or consolidation of the Company;  6. Matters required to be approved by the General Meeting of Shareholders, which have materialeffects on the company’s assets, as determined by the Board of Directors; and  7. Any other matter for which such vote is required by Korean laws and regulations.     **Article 25. Exercise of Voting Right in Writing**          (1) Any shareholder entitled to exercise its voting rights at a General Shareholders’ Meetingin writing without being present at such General Shareholders’ Meeting.          (2) In connection with Paragraph (1) above, the Company shall attach the document necessaryfor the shareholder’s exercise of its voting rights in writing and any reference documents to thewritten notice for convening a General Meeting of Shareholders.          (3) A shareholder, who intends to exercise its voting rights in writing, shall fill in thedocument referred to in Paragraph (2) above and submit such document to the Company one (1) dayprior to the date of the relevant General Meeting of Shareholders.     **Article 26. Minutes of General Meeting**          The substance of the course of the proceedings of a General Meeting of Shareholders and theresults thereof shall be recorded in the minutes which shall bear the names and seals or signaturesthereon of the presiding officer and of the Directors present at the Meeting, and shall bepreserved in the archives of the Company.**CHAPTER V. DIRECTOR AND BOARD OF DIRECTORS**
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     **Article 27. Number of Officers and Method of Election**          The Company shall have six (6) Executive Directors and nine (9) Independent Non-ExecutiveDirectors.     **Article 28. Election of the Directors**          (1) The Directors shall be elected at the General Meeting of Shareholders.          (2) By resolution of the Board of Directors, the Company shall appoint the Chairman andRepresentative Director and may appoint a number of Representative Directors. The Company, byresolution of the Board of Directors, may appoint President, Executive Vice Presidents, SeniorManaging Directors and Managing Directors from among Executive Directors recommended by theChairman.          (3) If Directors are appointed by a cumulative voting, the Executive Directors, theIndependent Non-Executive Directors to be members of the audit committee and other IndependentNon-Executive Directors are separately considered, and then, the cumulative voting shall apply toeach group.     **Article 29. Recommendation of, and Qualification for Candidate for Executive Directors**          (1) A candidate for the Chairman and the Representative Director shall be recommended by theBoard of Directors after his qualification is approved by the CEO Candidate RecommendationCommittee. Details concerning the composition and operation of the CEO Candidate RecommendationCommittee shall be determined by the Board of Directors.          (2) A candidate for Executive Director other than the Chairman and Representative Directorshall be recommended by the Board of Directors after his qualification is approved by the DirectorCandidate Recommendation Committee as prescribed in Paragraph (1) of Article 45.          (3) A Executive Director shall be a person capable of managing the Company, who has workingexperience as an officer or employee of the Company or sufficient experience in the relatedbusiness area.          (4) A person (i) who retired prior to the completion of the full term of office due tomaterial fault or unsound management, (ii) who was sentenced to imprisonment or a heavier penaltyand for whom five years have not passed
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since the termination thereof or exemption therefrom or (iii) who is serving a suspended sentenceor who was sentenced to a stay of execution and for whom two years have not passed since theexpiration of the period of stay of execution cannot be a Director of the Company.     **Article 30. Recommendation of Candidate for Independent Non-Executive Directors**          (1) A candidate for Independent Non-Executive Director shall be recommended by the DirectorCandidate Recommendation Committee as prescribed in Paragraph (1) of Article 45. Such candidatesshall be among those qualified persons as prescribed in Article 31.          (2) A shareholder holding the voting shares of the Company may recommend a candidate forIndependent Non-Executive Director to the Director Candidate Recommendation Committee by theexercise of the shareholder proposal right under the Securities and Exchange Act.          (3) The Director Candidate Recommendation Committee shall determine the details regardingrecommendation for, and evaluation on qualification of, candidates for Independent Non-ExecutiveDirector.     **Article 31. Qualification for Candidate for Independent Non-Executive Directors**          An Independent Non-Executive Director must have sufficient and professional knowledge orexperience in the areas of industry, finance, education, law, accounting and public administrationand also must be qualified under the relevant laws.     **Article 32. Duties of Representative Director**          (1) Each Representative Director shall represent the Company, execute matters determined bythe Board of Directors, control all affairs of the Company and provide all Directors with theupdated information regarding the recent status of management and the Company.          (2) The Representative Directors and Directors shall carry on the administration of theaffairs of the Company in accordance with the duties assigned to them by the Chairman.
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     **Article 33. Duties of Directors**          (1) The Directors, as the prudent manager, shall faithfully perform their duties for theCompany such as attending the meeting of the Board of Directors, etc. in accordance with the lawsand the Articles of Incorporation.          (2) If a Director finds any matter that may inflict any material loss to the Company, he shallimmediately report it to the Audit Committee.     **Article 34. Term of Directors**          The term of office of the Directors shall be within three (3) years; provided, however, thatthe term of office for Directors shall be extended until the close of the Ordinary General Meetingof Shareholders which is to be held with respect to the fiscal year which is the last to end duringtheir terms in office.     **Article 35. By-Election**          (1) In the event of any of the absence or inability to perform the duties as a Director, anExtraordinary General Meeting of Shareholders shall be convened to fill the vacancy. However, inthe case the number of remaining Directors satisfies the legal requirement and such vacancy doesnot cause any difficulties in the operation of the business, the appointment through by-electionmay be suspended, or postponed until the holding of the next Ordinary Shareholder Meeting.          (2) In the event that the number of Independent Non-Executive Directors is less than half oftotal number of Directors due to the death or resignation of Independent Non-Executive Directors orany other reason, the Independent Non-Executive Directors shall be elected to fill the vacancy atthe General Meeting of Shareholders to be held first after such cause so as for the number ofIndependent Non-Executive Directors to be half or more of total number of Directors.     **Article 36. Remuneration of Directors**          (1) The limits of the salaries and performance incentives of the Directors shall be determinedby resolution of the
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General Meeting of Shareholders. The Board of Directors shall determine the detailed operationstandards thereof.          (2) Any severance allowance paid to the Executive Directors shall be in accordance withSeverance Allowance Regulations for Directors as approved by the General Meeting of Shareholders.          (3) The Company may pay to the Independent Non-Executive Directors the expenses required forthe performance of service.     **Article 37. Indemnification of Directors**          The Company shall indemnify, to the extent permitted by the Commercial Code, the Directorsfrom and against all expenses, losses or liabilities incurred in connection with defending anyaction, claim or proceedings to protect the interest of the Company in the capacity of Directors,except for in case of willful misconduct or mistake with respect to duties.     **Article 38. Authority of the Board of Directors**          (1) The Board of Directors shall have the power to take actions in respect of all such actsand things put on the agenda by any of the Directors relating to important matters regarding theadministration of the Company or as are required by laws or regulations or by these Articles ofIncorporation.          (2) The Board of Directors may delegate its powers to the Special Committees as prescribed inParagraph (1) of Article 45 in accordance with the Korean laws and regulations and these Articlesof Incorporation.     **Article 39. Constitution and Convening of Meeting of the Board of Directors**          (1) The Board of Directors shall consist of all the Directors.          (2) The Presiding Director of the Board of Directors may convene all Meetings of the Board ofDirectors. Any other Director who wishes to convene a Meeting of the Board of Directors shall makehis request to the Presiding Director of the Board of Directors and the Presiding Director shallconvene the Meeting. If the Presiding Director of the Board of Directors fails to convene theMeeting without justifiable reasons, other Directors may convene such
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Meeting.          (3) Written or oral notice of each Meeting of the Board of Directors shall be given at leastone day prior to the scheduled meeting date to each of the Directors. No notice shall, however, berequired for a regular Meeting of the Board of Directors or if all of the Directors consentthereto.          (4) The Meetings of the Board of Directors may be held by means of a video conference or othersimilar arrangement whereby all or part of the Directors may participate in the Meeting and areentitled to vote on matters before the Board of Directors. In such case, a Director participatingin the Meeting by such arrangement shall be considered present at the Meeting.     **Article 40. Presiding Director of the Board of Directors**          (1) The Presiding Director of the Board of Directors shall be appointed by the resolution ofthe Board of Directors among Independent Non-Executive Directors.          (2) The term of office of the Presiding Director shall be one (1) year, and the PresidingDirector shall not be reappointed to the office.          (3) In the event that the Presiding Director cannot preside at a Meeting of the Board ofDirectors, Independent Non-Executive Director in order of seniority (if the seniority is the same,the oldest has the priority) shall take his place as presiding Director.     **Article 41. Adoption of Resolutions of the Board of Directors**          (1) The majority of Directors shall constitute a quorum for a Meeting of the Board ofDirectors. All actions and resolutions taken at a Meeting of the Board of Directors shall beadopted by the affirmative vote of a majority of the Directors present.          (2) A Director having a special interest with respect to the resolution shall not exercise hisvoting right.     **Article 42. Formalities of the Board of Directors**
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          Directors shall set the agenda for each Meeting and make proposals for resolution thereat. Ifany Director plans to make proposals at the Meeting of the Board of Directors, he shall submit awritten summary thereof to the Presiding Director of the Board of Directors and the Chairman andRepresentative Director in advance.     **Article 43. Matters of Urgency**          The Chairman and Representative Director may act upon matters of urgency without resolution ofthe Board of Directors by obtaining prior consent of more than two-thirds of other Directors.Immediately following the execution of such actions, a Meeting of the Board of Directors for thenext term shall be convened to deliberate on and ratify the actions so taken.     **Article 44. Minutes of the Meeting**          With respect to the proceedings of the Meetings of the Board of Directors, the minutes shouldbe made. The agenda, the substances of course, and the results of the proceedings of the Meetingsof the Board of Directors, the name of objecting director and the reasons of objection shall berecorded in the minutes which shall bear the names and seals or the signatures thereon of theDirectors present at the Meeting.     **Article 45. Special Committees**          (1) The Company shall have special committees under the control of the Board of Directors asfollows: 1. Director Candidate Recommendation Committee;  2. Evaluation and Compensation Committee;  3. Finance and Operation Committee;  4. Executive Management Committee;  5. Audit Committee; and  6. Insider Trading Committee.          (2) Except as otherwise provided by any relevant laws, authority, constitution and operationof the special committee shall be determined by a resolution of the Board of Directors.
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          (3) Matters regarding composition and duties of the Audit Committee shall be determined inaccordance with Chapter VI.     **Article 46. Executive Officers**          (1) The Company shall have Executive Officers to execute the matters resolved by the Board ofDirectors and the important matters relating to other management of the Company.          (2) The Executive Officers shall be appointed by the Representative Director and Chairman;provided, however, that the appointment of the Executive Officer to the important positiondesignated by the Board of Directors shall be approved by the Board of Directors.          (3) The Executive Officers are President, Senior Executive Vice Presidents, Executive VicePresidents and Senior Vice Presidents, and the salaries and performance incentives payable to suchExecutive Officers will be determined by the Board of Directors or by the Chairman and theRepresentative Director upon delegation by the Board of Directors of such authority. Any severanceallowance shall be in accordance with the standards for the President, Senior Executive VicePresidents, Executive Vice Presidents and Senior Vice Presidents of Directors Severance AllowanceRegulations as approved by the General Meeting of Shareholders.          (4) The allocation of work between Executive Officers shall be made by the RepresentativeDirector and the Chairman.          (5) The term of office of the Executive Officers shall not be for more than two (2) years;provided that the proviso of Article 34 shall apply mutatis mutandis.     **Article 47. Consultant and Part-time Officer**          The Company may have consultants and part-time officers who will be treated as Officers of theCompany if it is required for the business.**CHAPTER VI. Audit Committee**
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     **Article 48. Constitution and Appointment of Members of Audit Committee**          (1) The Audit Committee of the Company shall consist of three (3) or more Directors. All ofthe members shall be elected from the Independent Non-Executive Directors.          (2) When appointing a member of the Audit Committee, who is Independent Non-ExecutiveDirector, at the General Meeting of Shareholders, a shareholder holding more than 3% of theCompany’s issued and outstanding shares shall not be entitled to exercise his voting rights forthat excess portion.          (3) In the event that the number of the Audit Committee does not satisfy the requirementreferred to in Paragraph (1) due to the death or resignation of members or any other reasons, themembers shall be elected to fill the vacancy at the General Meeting of Shareholders to be heldfirst after such cause so as for the number of members to satisfy the requirement referred to inParagraph (1).          (4) The chairman of the Audit Committee shall be elected by a resolution of the AuditCommittee.     **Article 49. Duties of Audit Committee**          (1) The Audit Committee shall examine the accounting and financial records of the Company.          (2) The Audit Committee may request to convene an Extraordinary General Meeting ofShareholders by submitting a written request specifying the agenda of the meeting and the reasonfor the meeting.          (3) If it is required for carrying out business, the Audit Committee may demand a subsidiaryto make a report on the business. In such case, if the subsidiary fails to make an immediatereport, or it is required to confirm the contents of such report, the Audit Committee mayinvestigate the business and conditions of assets of the subsidiary.          (4) The Audit Committee shall prepare an audit report on the Company’s financial statementsand shall report the same to the General Meeting of Shareholders.          (5) The Audit Committee shall record the substance of the course of the proceedings of theirmeetings and the results thereof in the minutes and shall record the procedure of the inspectionand the results thereof in the inspection book, on which the name and seal of the members shall beaffixed or which shall be signed by such members.
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          (6) The Audit Committee may receive advice from outside professionals when necessary, forwhich the Company shall cover any expenses therefrom.     **Article 50. Quorum and Adoption of Resolutions**          Article 41 shall apply, mutatis mutandis, to the quorum and adoption of resolution of theAudit Committee.     **Article 51. Appointment of External Auditor**          An External Auditor of the Company pursuant to the Act on External Audit of Joint-stockCompanies shall be appointed by the approval of the Audit Committee and matters regarding suchappointment shall be reported to the Ordinary General Meeting of Shareholders initially convenedafter the appointment**.****CHAPTER VII. ACCOUNTING**     **Article 52. Fiscal Year**          The fiscal year of the Company shall commence on each January 1 th and shall end onDecember 31 th of the same year.     **Article 53. Submission, Approval and Publication of Financial Statements**          (1) After the close of each fiscal year, the Representative Directors shall prepare andsubmit, with the Board of Directors’ approval therefor, to the Audit Committee at least six (6)weeks before the date set for the opening of the Ordinary General Meeting of Shareholders, abalance sheet, a profit and loss statement, a statement of retained earnings distribution ordeficit disposal (hereinafter “Financial Statements”), any supplementary schedules and a businessreport for the pertinent fiscal year.
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          (2) The Audit Committee shall prepare and submit their reports to the Representative Directorswithin four (4) weeks from the date they received the documents under paragraph (1) above.          (3) The Representative Directors shall submit the financial statements to and obtain approvalsfrom the Ordinary General Meeting of Shareholders and shall make a report of the Business Report.          (4) The Representative Directors shall make public the balance sheet, without delay, after theOrdinary General Meeting of Shareholders has approved the documents described in Paragraph (3).     **Article 54. Disclosure of Financial Statements**          The Representative Directors shall make available for inspection, the financial statements,business report and auditor’s report of the Company one week before the date of each OrdinaryGeneral Meeting of Shareholders at the head office, and certified copies thereof at branch offices.Such documents shall be kept and remain open to inspection for five years and three years at theserespective places.     **Article 55. Disposition of Retained Earnings**          Retained earnings for any fiscal year shall be disposed in the following order, but it may beappropriated for purposes other than those listed below if approved by the General Meeting ofShareholders: 1. Legal reserves (required to be more than one-tenth of cash dividends paid for thepertinent fiscal year);  2. Other statutory reserves;  3. Dividends to shareholders;  4. Merits bonuses for retiring Directors;  5. Discretionary reserves;  6. Average dividend reserves and other dispositions; and
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 7. Retained earnings carried forward to next fiscal year.     **Article 56. Dividends**          (1) Dividends may be paid in either cash or shares.          (2) In the case of stock dividends, the Company may issue different types of shares to theshareholders by the resolution of the General Meeting of Shareholders.          (3) The Company may pay interim dividends in cash by a resolution of the Board of Directorsonce each fiscal year. In such case, the record date for the distribution of interim dividendsshall be the 30th day of June.          (4) Dividends referred to in Paragraphs (1) and (3) shall be paid to the shareholders andregistered pledgees whose names appear in the shareholders’ register of the Company as of the lastday of each fiscal year or the record date for the distribution of interim dividends.     **Article 57. Redemption of Shares by gains**          (1) The Company may redeem the shares with the gains payable to the shareholders by theprocess set forth in the relevant laws.          (2) Purpose of redemption, type of shares to be redeemed, time and method of redemption andother detailed matters regarding redemption by gains shall be determined by the Board of Directors,unless otherwise set forth in the relevant laws.**ADDENDA (February 24, 2006)**          The amended Articles of Incorporation shall be effective from the date on which they areapproved by the resolution at the Ordinary General Meeting of Shareholders for the 38th fiscalyear; provided that stock options granted prior to the effective date of this amendment shall besubject to the Articles of Incorporation in effect at the time when such stock options weregranted.
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**ADDENDA (February 23, 2007)**          The amended Articles of Incorporation shall be effective from the date on which they areapproved by the resolution at the Ordinary General Meeting of Shareholders for the 39th fiscalyear.
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