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**CHAPTER I. GENERAL PROVISIONS****Article 1. Company Name**     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 in thedistribution business 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 outside ofKorea;  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.
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**Article 3. Location of the Head Office and Branch Offices**     The head office of the Company shall be located at Pohang-si, Kyungsangbuk-do, the Republic ofKorea (“Korea”). Branch offices may be established elsewhere by resolution of the Board ofDirectors of the Company.**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 thereof
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shall 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 nine percent (9%) perannum of the par value and the rate thereof shall be determined by the Board of Directors at thetime of issuance.     (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 forty thousand (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
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   new shares by a public offering in accordance with the applicable legislation;  2. If the Company allocates new shares to the members of the Company’s Employee StockOwnership Association in accordance with the applicable legislation;  3. If the Company issues new shares for the issuance of depositary receiptsin accordance with the applicable legislation;  4. If the Company issues new shares through offering to the public investorsby the resolutions of the Board of Directors in accordance with the applicablelegislation;  5. If the Company issues new shares to the existing creditors in order toconvert the debt into capital;  6. If the Company issues new shares to the domestic and/or foreign entitiesin accordance with a joint venture agreement, strategic affiliation or technologylicense and transfer agreement executed by and between the Company and such entitiesfor the management purposes; and  7. If the Company issues new shares to the domestic and/or foreign financial institutions inorder to finance the Company in the emergent cases.(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, new shares maybe allocated to persons other than the existing shareholders by a special resolution passed at aGeneral 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, suchshares will be deemed to have been issued at the end of the fiscal year immediately preceding thefiscal year during which the shares are issued.
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**Article 11. Offering to Public Investors, etc.**     (1) The Company may issue new shares constituting not more than ten-hundredths (10/100) of thetotal issued shares of the Company through offering to public investors by the resolution of theBoard of Directors in accordance with applicable legislations.     (2) In event that the Company issues new shares in accordance with the resolution of the Boardof Directors due to the reasons set forth in subparagraphs 5 through 7 of Paragraph (2) of Article10, the total face amount of new shares shall not exceed one hundred billion (100,000,000,000) Won.     (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 applicablelegislations.**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.
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**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 Shareholdersof a period commencing on January 1 and ending on January 15 of each year.     (2) The Company may, by resolution of the Board of Directors or by resolution of a committeeas authorized by the Board of Directors, suspend the entry of a change as to the matters containedin the Register of Shareholders for a specified period of time or set a record date when deemednecessary and for the purpose of convening an Extraordinary General Meeting of Shareholders;provided, however, that the period of suspension shall not exceed three (3) months and two (2)weeks prior notice of suspension or fixing of a record date has been given to the shareholders. TheBoard of Directors or such authorized committee may, when deemed necessary, both suspend the entryof a change in the Register 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 fact 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 internationalfinancial institution 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
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be issued up to one trillion three hundred billion (1,300,000,000,000) Won and preferred shares maybe issued up to seven hundred billion (700,000,000,000) Won, and the conversion price, which shallnot be 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.     (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 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 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 bonds with warrants and ending on the date immediatelypreceding the date of redemption of bonds with warrants. The period during which the pre-emptiverights may be exercised may be adjusted by resolution of the Board of Directors; provided, thatsuch 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 paymentof dividends on the new shares issued upon exercise of the pre-emptive rights.**Article 18. Provisions applicable*****mutatis mutandis*****to the Issuance of Bonds**     Articles 13 and 14 of these Articles of Incorporation shall apply *mutatis mutandis*to theissuance of bonds.**CHAPTER IV. GENERAL MEETING OF SHAREHOLDERS****Article 19. Convening of General Meeting of Shareholders**     (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) General Meeting of Shareholders shall be held in Seoul, Korea or at location of theCompany’s head office.     (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, venue and the agenda for which the meeting has been called. The written notice shallbe delivered to all shareholders by postal mail or by e-mail transmission at least two weeks priorto the date set for such General Meeting of Shareholders.
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     (2) Written notice of a General Meeting of Shareholders to be given to shareholders holdingone-hundredth (1/100) or less of the total number of issued shares entitled to vote may besubstituted by notices made at least twice in each of the Seoul Shinmun published in Seoul, theMaeil Shinmun published in Daegu Metropolitan City and the Kwangju Ilbo published in KwangjuMetropolitan City two weeks prior to the date set for such Meeting, or by notices to be posted onan electronic disclosure database system maintained by the Financial Supervisory Service or theKorea Exchange two weeks prior to the date set for such General Meeting of Shareholders.**Article 21. Presiding Officer**     The Chairman and the Representative Director shall preside at the General Meetings ofShareholders. In the absence of the Chairman, the President and the Vice President among InsideDirectors shall act as chairman in accordance with their order of authority.**Article 22. Authority of the Presiding Officer**     The presiding officer at a General Meeting of Shareholders may order any person to ceasemaking any statements or to leave the meeting or that statements made by such person be strickenfrom the record if the presiding officer determines that such person is deliberately preventingdeliberations or is disturbing the order of the proceedings at the meeting. A person so orderedshall 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 of Shareholders.In the case of a corporate entity, any of its officers or directors may be a proxy.**Article 24. Quorum and Requisite for Resolutions**
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     (1) Except as otherwise provided in these Articles of Incorporation or by applicable laws orregulations, all resolutions passed at a General Meeting of Shareholders shall be adopted by theaffirmative vote of a majority of the voting shares of the shareholders present, which shallrepresent at least one-fourth (1/4) of the voting shares of the Company then issued andoutstanding.     (2) In the following cases, the resolutions of a General Meeting of Shareholders shall beadopted by the affirmative vote of at least two-thirds (2/3) of the voting shares of theshareholders present, which shall represent at least one-third (1/3) of the voting shares of theCompany then issued and outstanding: 1. Amendment of the Articles of Incorporation;  2. Transfer of all or any important part of the business;  3. Execution, amendment or rescission of a contract for leasing the whole of thebusiness, for entrustment of management, or for sharing with another person allprofits and 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 havematerial effects 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 andregulations.**Article 25. Exercise of Voting Right in Writing**     (1) Any shareholder entitled to exercise its voting rights at a General Meeting ofShareholders in writing without being present at such General Meeting of Shareholders.     (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.
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**Article 26. Minutes of General Meeting of Shareholders**     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. BOARD OF DIRECTORS****Article 27. Number of Officers**     The Company shall have five (5) Inside Directors and eight (8) Independent Outside Directors.**Article 28. Election of the Directors and Representative Directors**     (1) The Directors shall be elected at the General Meeting of Shareholders.     (2) By resolution of the Board of Directors, a number of Representative Directors may beappointed from among Inside Directors. On recommendation of the Chairman, the Board of Directorsmay grant an Inside Director the position of President, Executive Vice President, Senior ManagingDirector and Managing Director.     (3) If Directors are appointed by a cumulative voting, the Inside Directors and theIndependent Outside Directors are separately considered, and then, the cumulative voting shallapply to each group.**Article 29. Appointment of the Chairman and the Representative Director**     (1) By resolution of the Board of Directors, the Chairman and the Representative Directorshall be elected from among the Inside Directors after his qualification is approved by the CEOCandidate Recommendation Committee.
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     (2) In the event a candidate for the position of Inside Director is nominated as the Chairmanand the Representative Director candidate and approved by the CEO Candidate RecommendationCommittee, the Board of Directors shall recommend the name of one (1) The Chairman and theRepresentative Director candidate at the General Meetings of Shareholders. Where the Chairman andthe Representative Director candidate is appointed as an Inside Director at General Meetings ofShareholders, the Board of Directors shall appoint the Chairman and the Representative Directorcandidate as the Chairman and the Representative Director.     (3) Details concerning the composition and operation of the CEO Candidate RecommendationCommittee shall be determined by the Board of Directors.**Article 2 of 29. Recommendation of Inside Director Candidate other than the Chairman and theRepresentative Director**     A candidate for Inside Director other than the Chairman and the Representative Director shall berecommended by the Board of Directors after his qualification is approved by the Director CandidateRecommendation Committee as prescribed in Paragraph (1) of Article 45.**Article 3 of 29. Qualification for Inside Director Candidate**          (1) An Inside 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.          (2) A person (i) who retired prior to the completion of the full term of office due to grossnegligence or unsound management, (ii) who was sentenced to imprisonment or a heavier penalty andfor whom five years have not passed since the termination thereof or exemption therefrom or (iii)who is serving a suspended sentence or who was sentenced to a stay of execution and for whom twoyears have not passed since the expiration of the period of stay of execution cannot be an InsideDirector of the Company.**Article 30. Recommendation of Candidate for Outside Directors**          (1) A candidate for Outside Director shall be recommended by the Director CandidateRecommendation Committee as prescribed in Paragraph (1) of Article 45. Such candidates shall be
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among those qualified persons as prescribed in Article 31.          (2) A shareholder holding voting shares of the Company may recommend a candidate for OutsideDirector to the Director Candidate Recommendation Committee by the exercise of the shareholderproposal right under the applicable legislation.          (3) The Director Candidate Recommendation Committee shall determine the details regardingrecommendation for, and evaluation on qualification of, candidates for Outside Director.**Article 31. Qualification for Candidate for Outside Directors**     An Outside Director must have sufficient and professional knowledge or experience in the areasof industry, finance, education, law, accounting and public administration and also must bequalified 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.**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.
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**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 an 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 General Meeting ofShareholders.     (2) In the event that the number of Outside Directors is less than a majority of total numberof Directors due to death or resignation of Outside Directors or for any other reason, OutsideDirectors 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 Outside Directors to constitute a majority of totalnumber 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 General Meeting of Shareholders. The Board of Directors shall determine thedetailed operation standards thereof.     (2) Any severance allowance paid to the Inside Directors shall be in accordance with SeveranceAllowance Regulations for Directors as approved by shareholders at the General Meeting ofShareholders.     (3) The Company may pay to Outside Directors for expenses incurred during performance ofservices as required of Outside Directors.
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**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 proceeding to protect the interest of the Company in the capacity of Directors,except for in case of willful misconduct or negligence 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 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 other
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similar arrangement whereby all or part of the Directors may participate in the Meeting andare entitled to vote on matters before the Board of Directors. In such case, a Directorparticipating in 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 Outside 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, Outside Director in order of seniority (if the seniority is the same, the oldest has thepriority) 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. Notwithstanding theforegoing, the adoption of a resolution by the Board of Directors with respect to the election ofthe Chairman and the Representative Director candidate may be separately decided by the Board ofDirectors whose quorum shall not exceed the affirmative vote of two-thirds (2/3) of all of theDirectors.     (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**     Directors shall set the agenda for each Meeting and make proposals for resolution thereat. If anyDirector 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 and
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Representative 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 (2/3) of other Directors.A Meeting of the Board of Directors for the next term shall be convened to deliberate on and ratifythe actions so taken.**Article 44. Minutes of the Meeting of the Board of Directors**     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