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The parties hereto agree that the definition of “Shares” in Section 1.01 of the SAA shall be herebyamended to read as follows:“Shares” means the common shares of the Assignee having par value 5,000 Korean won.**3.** **Assignment and Assumption**3.1. Pursuant to Section 3.1 of the FHC Agreement, the Assignor hereby irrevocably assigns all ofits rights, obligations and liabilities under the SAA to the Assignee. 3.2. Pursuant to Section 3.1 of the FHC Agreement, the Assignee hereby irrevocably accepts theassignment of all of the Assignor’s rights, obligations and liabilities under the SAA, andassumes and agrees to perform, satisfy and discharge all of the Assignor’s covenants,agreements, obligations and liabilities under the SAA. 3.3. From and after the date of this Agreement, the Assignee shall constitute and act as a partyto the SAA in place of the Assignor, shall have the rights and obligations of the Assignorthereunder and shall be bound by all the provisions of the SAA in the same manner and with thesame force and effect as if the Assignee has originally executed the SAA as “KB” or theAssignor. Any and all references to the Assignor in the SAA shall be deemed a reference tothe Assignee. 3.4 Each party hereto agrees to take or cause to be taken such further action, to execute,deliver and file or cause to be executed, delivered and filed such further documents andinstruments, and to obtain such consents, as may be necessary or as may be reasonablyrequested in order to effectuate fully the purposes, terms and conditions set forth in thisAgreement. Without limiting the foregoing, ING Bank and the Assignee shall execute, in duecourse, an amended and restated SAA to reflect the assignment, assumption and amendments ofthe SAA under this Agreement and to reflect the Assignee as the party to the SAA.**4.** **Release and Discharge**In consideration of the Assignee’s undertaking under Section 3.2 hereof, as of and from the date ofthis Agreement, each of the Assignor and ING Bank hereby releases and discharges each other fromany obligations and liabilities owed to each other under or pursuant to the SAA.**5.** **Consent to Assignment**Pursuant to Section 3.1 of the FHC Agreement, ING Bank hereby consents to the assignment andassumption hereunder and confirms that the Assignee has acquired and assumed all the rights,obligations and liabilities of the Assignor under the SAA.
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**6.** **Representations and Warranties**6.1 Representations and Warranties of the Assignor and the Assignee. The Assignor andthe Assignee represent and warrant to ING Bank as follows: (a) Corporate Organization and Qualification. Each of the Assignor andthe Assignee is a joint stock company (*chusik hoesa*in Korean) duly organized andvalidly existing under the laws of Korea and has all power and authority required touse its properties and conduct its business as it is now being conducted.  (b) Authorization of Agreement; Enforceability. Each of the Assignorand the Assignee has all requisite corporate power and authority to execute, deliverand perform its obligations under this Agreement. The execution, delivery andperformance of this Agreement have been duly authorized by all necessary corporateaction on the part of each of the Assignor and the Assignee. This Agreement has beenduly executed and delivered by each of the Assignor and the Assignee and constitutesa valid and binding obligation of the Assignor and the Assignee, enforceable againstthem in accordance with its terms, except as such enforceability may be limited bybankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or othersimilar laws relating to or affecting creditors’ rights generally and by generalprinciples of equity.  (c) No Conflict. The execution, delivery and performance of thisAgreement will not: (i) violate any provision of the Articles of Incorporation orother constitutional documents of each of the Assignor and the Assignee or (ii)result in the violation of any Law applicable to the Assignor or the Assignee.6.2 Representations and Warranties of ING Bank. ING Bank represents and warrants to theAssignor and the Assignee as follows: (a) Corporate Organization and Qualification. ING Bank is acorporation duly organized and validly existing under the laws of the Netherlands andhas all power and authority required to use its properties and conduct its businessas it is now being conducted.  (b) Authorization of Agreement; Enforceability. ING Bank has allrequisite corporate power and authority to execute, deliver and perform itsobligations under this Agreement. The execution, delivery and performance of thisAgreement have been duly authorized by all necessary corporate action on the part ofeach of ING Bank. This Agreement has been duly executed and delivered by ING Bankand constitutes a valid and binding obligation of ING Bank, enforceable
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   against ING Bank in accordance with its terms, except as such enforceability maybe limited by bankruptcy, insolvency, fraudulent conveyance, reorganization,moratorium or other similar laws relating to or affecting creditors’ rightsgenerally and by general principles of equity.  (c) No Conflict. The execution, delivery and performance of thisAgreement will not: (i) violate any provision of the Articles of Incorporation orother constitutional documents of ING Bank or (ii) result in the violation of any Lawapplicable to ING Bank.**7.** **Indemnification**7.1 Indemnification by ING Bank. ING Bank agrees to indemnify and hold harmless theAssignor and the Assignee and each of their respective Representatives (collectively, the“Indemnified KB Parties”) from and against any and all Losses incurred by any of theIndemnified KB Parties as a result of, or arising out of, the breach of any representation,warranty, covenant or agreement made by ING Bank in this Agreement. 7.2 Indemnification by the Assignor and the Assignee. The Assignor and the Assigneeagree to indemnify and hold harmless ING Bank and each Representative of ING Bank(collectively, the “Indemnified ING Bank Parties”) from and against any and all Lossesincurred by any of the Indemnified ING Bank Parties as a result of, or arising out of, thebreach of any representation, warranty, covenant, or agreement made by the Assignor or theAssignee in this Agreement.**8.** **Governing Law and Jurisdiction**This Agreement shall be governed by the laws of Korea, without giving effect to the principlesthereof relating to the conflicts of law. In the event of any dispute arising out of or relatingto this Agreement, the parties consent to submit such dispute to arbitration in accordance withSection 7.06 of the SAA. In the event of any conflict between the English language version of thisAgreement and any translation hereof, the English language version shall prevail.**9.** **Counterparts**This Agreement may be executed in any number of counterparts, each of which shall be deemed to bean original, and all of which taken together shall constitute one and the same instrument.
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[signature page follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the datefirst above written by their respective duly authorized officers.**KOOKMIN BANK**     By:     Name:  In-Gyu Choi   Title:  Senior Executive Vice President, Strategic Planning Group  **KB FINANCIAL GROUP INC.**     By:     Name:  Jung-Hoe Kim   Title:  President & Chief Operating Officer   **ING BANK N.V.**     By:     Name:  Hendrik Kooiker   Title:  Authorized Representative        By:     Name:  Dorothy Chan   Title:  Authorized Representative   
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