exv4w1






Exhibit 4.1




 





AMENDED AND RESTATED

STRATEGIC ALLIANCE AGREEMENT




between




KOOKMIN BANK




and



ING BANK N.V.




Dated as of August 27, 2003




 





 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
			 

	ARTICLE I

	DEFINITIONS

	 
	 	 	 	 
	Section 1.01. Definitions
	 	 	1	 
	Section 1.02. General Interpretive Principles
	 	 	3	 
	 
	 	 	 	 
	ARTICLE II

	TERMINATION OF PRIOR STRATEGIC ALLIANCE

	AGREEMENT; PREVAILING AGREEMENT

	 
	 	 	 	 
	Section 2.01. Termination of Prior Strategic Alliance Agreement
	 	 	4	 
	Section 2.02. Prevailing Agreement
	 	 	4	 
	 
	 	 	 	 
	ARTICLE III

	GOVERNANCE

	 
	 	 	 	 
	Section 3.01. Board Representation
	 	 	4	 
	Section 3.02. Vacancies
	 	 	5	 
	Section 3.03. Prior Notification
	 	 	5	 
	Section 3.04. Remuneration
	 	 	5	 
	 
	 	 	 	 
	ARTICLE IV

	REPRESENTATIONS AND WARRANTIES

	 
	 	 	 	 
	Section 4.01. Representations and Warranties of KB
	 	 	5	 
	Section 4.02. Representations and Warranties of ING
	 	 	6	 
	 
	 	 	 	 
	ARTICLE V

	EFFECTIVE DATE; TERM; TERMINATION

	 
	 	 	 	 
	Section 5.01. Effective Date; Term
	 	 	6	 
	Section 5.02. Termination of Agreement
	 	 	6	 
	Section 5.03. Consequences of Termination
	 	 	6	 
	 
	 	 	 	 
	ARTICLE VI

	INDEMNIFICATION

	 
	 	 	 	 
	Section 6.01. Indemnification by ING
	 	 	7	 
	Section 6.01. Indemnification by KB
	 	 	7	 
	 
	 	 	 	 
	ARTICLE VII

	MISCELLANEOUS

	 
	 	 	 	 
	Section 7.01. Fees and Expenses
	 	 	7	 
	Section 7.02. Notices
	 	 	7	 
	Section 7.03. Entire Agreement; Amendment; Severability
	 	 	7	 
	Section 7.04. Counterparts
	 	 	8	 
	Section 7.05. Governing Law
	 	 	8	 
	Section 7.06. Arbitration
	 	 	8	 
	Section 7.07. Successors and Assigns
	 	 	8	 
	Section 7.08. No Third-Party Beneficiaries
	 	 	8	 







i









 








AMENDED AND RESTATED

STRATEGIC ALLIANCE AGREEMENT




     THIS AMENDED AND RESTATED STRATEGIC ALLIANCE AGREEMENT (this “Agreement”), dated as of August
27, 2003, by and between Kookmin Bank, a company incorporated in Korea, with its principal office
at 9-1, Namdaemun-ro 2-ga, Jung-gu, Seoul, Korea (“KB”) and ING Bank N.V., a company incorporated
in the Netherlands, with its registered office at Bijlmerplein 888, P.O. Box 810, 1000 BV,
Amsterdam, the Netherlands (“ING”).




W I T N E S S E T H:




     WHEREAS, KB and ING entered into that certain Strategic Alliance Agreement dated December 4,
2002 (the “Prior Strategic Alliance Agreement”);




     WHEREAS, KB, ING Insurance International B.V. (“III”) and ING Life Insurance Company, Korea,
Ltd. (“INGLK”) entered into that certain INGLK Joint Venture Agreement dated December 4, 2002 (the
“Prior INGLK Agreement”);




     WHEREAS, KB, III and KB Investment Trust Management Co., Ltd. (“KBITM”) entered into that
certain KBITM Joint Venture Agreement dated December 4, 2002 (the “Prior KBITM Agreement”);



     WHEREAS, by written notice dated June 27, 2003, KB terminated the Prior INGLK Agreement
pursuant to Sections 7(1)(c) and 11 of the Prior INGLK Agreement; and




     WHEREAS, the parties hereto desire to maintain the alliance by (i) terminating the Prior
Strategic Alliance Agreement in its entirety and entering into this Agreement; (ii) KB entering
into, and ING causing INGLK and III to enter into, a new joint venture agreement for INGLK (the
“INGLK Agreement”) and (iii) KB entering into, and causing KBITM to enter into and ING causing III
to enter into that certain Amendment to KBITM Joint Venture Agreement, dated as of the date hereof
(the “KBITM Amendment”) (the Prior KBITM Agreement as amended by the KBITM Amendment is hereinafter
referred to as the “KBITM Agreement”).




     NOW, THEREFORE, in consideration of the premises and the mutual covenants contained in this
Agreement, the parties agree as follows:




ARTICLE I




DEFINITIONS




     Section 1.01. Definitions. As used in this Agreement, the following terms shall have the
meanings set forth below:





     “Articles of Incorporation” means the Articles of Incorporation of KB, as amended from
time to time.




     “Board” means the board of directors of KB.




     “Change in Control” means, with respect to a Person, the acquisition of twenty percent
(20%) or more of the share capital of such Person by a competitor ultimately seeking control
of such Person.




     “Effective Date” has the meaning set forth in Section 5.01.




     “Governmental Entity” means any government or political subdivision or department of such
government or political subdivision, any governmental or regulatory body, commission, board,
bureau, agency or instrumentality, any stock exchange or any court.




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     “ING Break-up Event” means any of the following:





     (i) a material breach by ING of the terms of this Agreement which (if capable of
remedy) is not remedied within thirty (30) days of KB informing ING in writing of such
breach;




     (ii) a material breach by ING or any member of the ING Group of any joint venture
agreement with KB (including the INGLK Agreement and the KBITM Agreement) which (if
capable of remedy) is not remedied within thirty (30) days of KB informing such member of
the ING Group in writing of such breach;




     (iii) the termination of the INGLK Agreement or the KBITM Agreement, pursuant to the
terms and conditions of such agreements;




     (iv) the ING Group holding the number of Shares less than the Minimum Shares;




     (v) the occurrence of circumstances in which the shares of ING Groep N.V. are not
listed on the Amsterdam Stock Exchange or ING Groep N.V. files a de-listing application
for its shares, provided that a suspension from trading of the shares for ten consecutive
trading days or less at any one time
(other than due to normal business operation, including, without limitation, share
consolidation or share split) shall not constitute an ING Break-up Event;




     (vi) a Change in Control in ING or ING Groep N.V.;




     (vii) a bona fide filing of bankruptcy pursuant to the applicable Law by or against
ING or ING Groep N.V.;




     (viii) ING or ING Groep N.V. becoming insolvent or the bona fide filing for
administration pursuant to the applicable bankruptcy Law by ING or ING Groep N.V. or the
bona fide filing for corporate reorganization pursuant to the applicable bankruptcy Law
by or against ING or ING Groep N.V.; or




     (ix) ING or ING Groep N.V. ceases to carry on its current primary businesses.





     “Indemnified KB Parties” has the meaning set forth in Section 6.01.




     “Indemnified ING Parties” has the meaning set forth in Section 6.02.




     “ING Group” means the group of corporations from time to time comprising ING Groep N.V.,
any body corporate of which it is a Subsidiary and any corporation which is a Subsidiary of
it;




     “KB Break-up Event” means any of the following:





     (i) a material breach by KB of the terms of this Agreement which (if capable of
remedy) is not remedied within thirty (30) days of ING informing KB in writing of such
breach;




     (ii) a material breach by KB of any joint venture agreement with a member of the ING
Group (including the INGLK Agreement and the KBITM Agreement) which (if capable of
remedy) is not remedied within thirty (30) days of such member of the ING Group informing
KB in writing of such breach; or




     (iii) the termination of the INGLK Agreement or the KBITM Agreement, pursuant to the
terms and conditions of such agreements;




     (iv) the nominees of ING to the Board have not been elected to the Board in
accordance with Section 3.01(c) and the reason for the failure to elect the nominees of
ING to the Board is not due to breach by ING of its obligations with respect to the
nomination and election of directors under this Agreement;




     (v) the occurrence of circumstances in which the Shares are not listed on the Korea
Stock Exchange or KB files a de-listing application for the Shares, provided that a
suspension from trading of the Shares for ten consecutive trading days or less at any one
time (other than due to normal business operation, including, without limitation, share
consolidation or share split) shall not constitute a KB Break-up Event;



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     (vi) a Change in Control in KB;




     (vii) a bona fide filing of bankruptcy pursuant to the applicable Law by or against
KB;




     (viii) KB becoming insolvent or the bona fide filing for composition pursuant to the
applicable bankruptcy Law by KB or the bona fide filing for corporate reorganization
pursuant to the applicable bankruptcy Law by or against KB;




     (viii) KB ceases to carry on its current primary business;




     (ix) a financial holding company is created in which KB becomes a Subsidiary of the
financial holding company; or




     (x) the ING Group holding the number of Shares less than the Minimum Shares.





     “Korea” means the Republic of Korea.




     “Law” means any law, treaty, statute, ordinance, code, rule or regulation of the
Governmental Entity or judgment, decree, order writ, award, injunction or determination of an
arbitrator or court or other Governmental Entity.




     “Losses” means any and all losses, penalties, claims, liabilities and expenses (including
reasonable attorneys’ fees and disbursements) incurred by, imposed upon or asserted against
any Person.




     “Minimum Shares” means the 12,716,691 Shares held by the ING Group as of the date hereof,
as adjusted for any share consolidations or share splits or in case of the merger of KB with
any other Person, as adjusted accordingly pursuant to the merger ratio for the merger.




     “Person” means any individual, corporation, company, association, partnership, joint
venture, trust or unincorporated organization, or Governmental Entity.




     “Relevant Securities” means, in relation to KB, (i) any shares, debentures, warrants or
options to subscribe or purchase any Shares of KB and any other securities issued by or on
behalf of KB which confer any right in respect of Shares of KB (including, without limitation,
securities which may be converted into or exchanged for Shares of KB); and (ii) any securities
issued by any other Person which confer any rights in respect of the Shares of KB (including,
without limitation, securities which may be converted or exchanged for Shares of KB,
depository receipts, certificates representing Shares of KB, share entitlement certificates
and equity linked notes).




     “Representatives” means, with respect to any Person, any of such Person’s officers,
directors, employees, agents, attorneys, accountants, actuaries, consultants, equity financing
partners or financial advisors or other Person associated with, or acting on behalf of, such
Person.




     “Shares” means the common voting shares of KB.




     “Shareholding” means, in relation to the ING Group, the ratio (expressed as a percentage)
of the aggregate number of issued Shares beneficially owned directly or indirectly by any
member of the ING Group (including ING), excluding (a) Relevant Securities of KB held by any
member of the ING Group on behalf of its clients or others (not being members of the ING Group
or holding any interest on behalf of any member of the ING Group) for their account and (b)
Relevant Securities of KB held by any member of the ING Group in an underwriting capacity or
in a market-making capacity (i.e., for trading and not investment purposes) to the aggregate
number of Shares issued and outstanding.




     “Subsidiaries” means, in relation to any corporate body, any corporation or other entity
the securities or other ownership interests of which (i) have ordinary voting power to elect a
majority of the board of directors or other persons performing similar functions and (ii) are
at that time directly or indirectly controlled by that body corporate.




     Section 1.02. General Interpretive Principles. Whenever used in this Agreement, except as
otherwise expressly provided or unless the context otherwise requires, any noun or pronoun shall be
deemed to include the



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plural as well as the singular and to cover all genders. The name assigned in this Agreement and
the section captions used herein are for convenience of reference only and shall not be construed
to affect the meaning, construction or effect hereof. Unless otherwise specified, the term
“including” means “including without limitation” (and “include,” “includes” and “included” shall be
similarly interpreted). References in this Agreement to Articles, Sections, Annexes, Exhibits or
Schedules mean the Articles, Sections, Annexes, Exhibits and Schedules of or to this Agreement. All
references to Won refer to Korean Won.



ARTICLE II




TERMINATION OF PRIOR STRATEGIC ALLIANCE

AGREEMENT; PREVAILING AGREEMENT




     Section 2.01. Termination of Prior Strategic Alliance Agreement. As of the Effective Date, the
Prior Strategic Alliance Agreement (and any other agreements which the Prior Strategic Alliance
Agreement replaced) shall be terminated in its entirety and shall become null and void and shall be
replaced in its entirety by this Agreement. The parties agree to waive any and all rights accrued
under the Prior Strategic Alliance Agreement and neither party shall have any right to claim for
any losses or indemnification arising thereunder.




     Section 2.02. Prevailing Agreement. The parties acknowledge that this Agreement shall
constitute the controlling agreement with respect to the alliance between the parties and in the
event there is any discrepancy or inconsistency between the terms contained in this Agreement and
any of the joint venture agreements, the terms contained in this Agreement shall prevail.



ARTICLE III




GOVERNANCE




     Section 3.01. Board Representation.



     (a) ING will be entitled to nominate one (1) non-standing director for appointment to the
Board, subject to the approval of the shareholders of KB at a meeting of the shareholders of KB in
accordance with the Articles of Incorporation and the Korean Commercial Code, as long as the ING
Group holds at least the number of Shares equal to the Minimum Shares. ING undertakes to procure
that at the request of KB, its nominee for the non-standing director will resign from the Board or
any committees to which the nominee is a member immediately if the ING Group holds the number of
Shares less than the Minimum Shares.



     (b) In addition to the one (1) non-standing director as provided for in Section 3.01 (a)
above, ING shall be entitled to nominate one (1) standing director, who shall be an Executive Vice
President of KB, for appointment to the Board, subject to the approval of the shareholders of KB at
a meeting of the shareholders of KB in accordance with the Articles of Incorporation and the Korean
Commercial Code, if the Shareholding of the ING Group is equal to or greater than six percent (6%)
of the issued and outstanding Shares of KB. ING undertakes to procure that at the request of KB,
its nominee for the standing (EVP) director will resign from the Board or any committees to which
the nominee is a member immediately if the Shareholding of the ING Group is less than six percent
(6%) of the issued and outstanding Shares of KB.



     (c) To the extent that it is permissible under Korean Law and subject to Section 3.03, KB
shall procure that the independent directors recommendation committee or any other committee or
corporate organ which has authority to nominate and/or recommend the directors to the Board will
(subject to such organ being reasonably satisfied as to
the suitability and capability of the nominees) nominate and recommend that ING’s nominees to
the Board under Section 3.01(a) or (b) above be elected to the Board by the shareholders at the
next meeting of the shareholders of KB to occur following their nomination and use reasonable
efforts to secure their election. If any nominee of ING to the Board is not elected at the first
meeting of shareholders at which his or her appointment to the Board is proposed, KB shall procure
that the Board shall, within 14 days following such first




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meeting of shareholders, convene a Board meeting for the purpose of convening another meeting of
shareholders as soon as practicable and in any event within 60 days following such Board meeting
for the purpose of election to the Board of another nominee of ING. If such new nominee of ING to
the Board is not elected at such second meeting of shareholders, KB shall procure that the Board
shall, within 14 days following such second meeting of shareholders, convene a Board meeting for
the purpose of convening another meeting of shareholders as soon as practicable and in any event
within 60 days following such Board meeting for the purpose of the election to the Board of another
nominee of ING. No nominee who has been rejected for election to the Board by the shareholders of
KB at a meeting of shareholders may be re-nominated for election to the Board at a subsequent
meeting of shareholders. Pending appointment of ING’s nominee to the Board, the ING nominee will be
entitled to attend all meetings of the Board as an observer. In addition, the nominee for the
standing director shall take the office of an Executive Vice President of KB, provided, that if
such nominee for the standing director is not elected as a director, the nominee will resign
immediately as an Executive Vice President of KB and the standing director newly nominated by ING
shall take the office of an Executive Vice President of KB pending appointment to the Board.





     Section 3.02. Vacancies. In the event of the death, disability, resignation or removal of an
ING nominee from the Board, ING may designate a replacement for such director. To the extent it is
permissible under Korean Law and subject to Section 3.03, KB shall procure that the replacement
nominee will be elected to the Board in accordance with the procedures set out in Section 3.01(c)
above. Pending appointment of ING’s nominee to the Board, ING’s nominee will be entitled to attend
all meetings of the Board in the capacity as an observer. In addition, the nominee for standing
director shall take the office of an Executive Vice President of KB.



     Section 3.03. Prior Notification. In connection with the election of any ING director
nominated pursuant to Sections 3.01 and 3.02 above, ING shall provide a written list of the
candidate(s), including the candidate(s)’ resume and qualifications, to the Board at least two (2)
months prior to the next meeting of shareholders where such candidate(s) will be up for election.
If the Board has specific qualifications for the candidate(s), the Board shall notify ING of such
qualifications and ING shall use its commercially reasonable efforts to accommodate the Board
request.



     Section 3.04. Remuneration. KB shall provide the standing and non-standing director nominees
of ING with remuneration and benefit packages that are similar to the remuneration and benefits
package which KB provides to its other Executive Vice Presidents and non-standing directors with
corresponding levels of seniority and experience. The Executive Vice President nominee shall be
entitled to an appropriate expatriate housing allowance. Except as provided above, ING shall bear
the cost of any additional remuneration and benefits of the nominees.




ARTICLE IV




REPRESENTATIONS AND WARRANTIES




     Section 4.01. Representations and Warranties of KB. KB hereby represents and warrants to ING
as follows:



     (a) Corporate Organization and Qualification. KB is a corporation duly organized and validly
existing under the laws of Korea and has all power and authority required to use its properties and
conduct its business as it is now being conducted.



     (b) Authorization of Agreement; Enforceability. KB has all requisite corporate power and
authority to execute, deliver and perform its obligations under this Agreement. The execution,
delivery and performance of this Agreement have been duly authorized by all necessary corporate
action on the part of KB. This Agreement has been
duly executed and delivered by KB and constitutes a valid and binding obligation of KB,
enforceable against KB in accordance with its terms, except as such enforceability may be limited
by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws
relating to or affecting creditors’ rights generally and by general principles of equity.




5









 





     (c) No Conflict. The execution, delivery and performance of this Agreement will not: (i)
violate any provision of the Articles of Incorporation or other constitutional documents of KB or
(ii) result in the violation of any Law applicable to KB.



     Section 4.02. Representations and Warranties of ING. ING hereby represents and warrants to KB
as follows:



     (a) Corporate Organization and Qualification. ING is a corporation duly organized and validly
existing under the laws of the Netherlands and has all power and authority required to use its
properties and conduct its business as it is now being conducted.



     (b) Authorization of Agreement; Enforceability. ING has all requisite corporate power and
authority to execute, deliver and perform its obligations under this Agreement. The execution,
delivery and performance of this Agreement have been duly authorized by all necessary corporate
action on the part of ING. This Agreement has been duly executed and delivered by ING and
constitutes a valid and binding obligation of ING, enforceable against ING in accordance with its
terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium or other similar laws relating to or affecting creditors’
rights generally and by general principles of equity.



     (c) No Conflict. The execution, delivery and performance of this Agreement will not: (i)
violate any provision of the articles of incorporation or other constitutional documents of ING or
(ii) result in the violation of any Law applicable to ING.




ARTICLE V




EFFECTIVE DATE; TERM; TERMINATION




     Section 5.01. Effective Date; Term. This Agreement shall become effective upon the execution
and delivery of the INGLK Agreement and the KBITM Amendment (the “Effective Date”) and shall
continue in full force and effect until this Agreement is terminated in accordance with this
Article V or other applicable provisions hereof.



     Section 5.02. Termination of this Agreement. Subject to Section 5.03, this Agreement may be
terminated as follows:



     (a) KB shall have the right to terminate this Agreement by giving written notice to ING if any
ING Break-up Event has occurred, provided that if such right is not exercised within 30 days, the
right to terminate the Agreement with respect to such event shall be deemed to have been waived;



     (b) ING shall have the right to terminate this Agreement by giving written notice to KB if any
KB Break-up Event has occurred, provided that if such right is not exercised within 30 days, the
right to terminate the Agreement with respect to such event shall be deemed to have been waived; or



     (c) the parties hereto so mutually agree in writing.



     Section 5.03. Consequences of Termination



     (a) Termination of this Agreement shall be without prejudice to the accrued rights and
liabilities of the parties on the date of termination, unless waived in writing.



     (b) Unless expressly stated otherwise, the right of either party to terminate this Agreement
is not an exclusive remedy, and upon breach of this Agreement, the parties shall be entitled
alternatively or cumulatively to any available remedy against the other parties at law or in
equity.



6









 





     (c) Upon the termination of this Agreement for any reason, the provisions of this Agreement
shall have no further force or effect and no party shall have any continuing rights, obligations or
liabilities under this Agreement, except that Articles IV, V, VI, and VII shall continue in full
force and effect.




ARTICLE VI




INDEMNIFICATION




     Section 6.01. Indemnification by ING. ING agrees to indemnify and hold harmless KB and each
Representative of KB (collectively, the “Indemnified KB Parties”) from and against any and all
Losses incurred by any of the Indemnified KB Parties as a result of, or arising out of, the breach
of any representation, warranty, covenant or agreement made by ING in this Agreement.



     Section 6.02. Indemnification by KB. KB agrees to indemnify and hold harmless ING and each
Representative of ING (collectively, the “Indemnified ING Parties”) from and against any and all
Losses incurred by any of the Indemnified ING Parties as a result of, or arising out of, the breach
of any representation, warranty, covenant, or agreement made by KB in this Agreement.




ARTICLE VII




MISCELLANEOUS




     Section 7.01. Fees and Expenses. Each party shall pay all costs and expenses including, but
not limited to, attorneys, accountants, consultants, agents and brokers’ fees, incurred or to be
incurred by it in connection with this Agreement and the transaction contemplated hereby,
regardless of whether the transaction is consummated.



     Section 7.02. Notices. All notices and other communications hereunder shall be in writing and
shall be deemed to have been duly given upon receipt, if delivered personally, sent by fax or sent
by first class mail, postage prepaid, as follows:





	 	(a)	 	If to KB, to:




36-3, Yoido-dong, Youngdeungpo-gu

Seoul, Korea 150-758

Facsimile number: 822-769-7230

For the attention of Head of Strategic Planning Team





	 	(b)	 	If to ING, to:




ING Asia / Pacific Ltd.

39/F, One International Finance Centre

1 Harbour View Street

Central, Hong Kong



Facsimile number: 852-2295-1947

For the attention of Hendrik Kooiker




     or, in each case, to such other address or addresses or fax numbers as shall hereafter be
furnished as provided in this Section 7.02 by any party to the other parties. All notices shall be
effective when received.




     Section 7.03. Entire Agreement; Amendment; Severability. This Agreement and the documents
described herein, or attached or delivered pursuant to such agreements, set forth the entire
agreement among the parties, with respect to the transaction contemplated by this Agreement and
supersede all prior agreements and undertakings. Any provision of this Agreement may be amended,
modified or supplemented in whole or in part at



7









 




any time by an agreement in writing among the parties to this Agreement. No failure on the part of
any party to exercise, and no delay in exercising, any right shall operate as a waiver of such
right, nor shall any single or partial exercise by any party of any right preclude any other or
future exercise of such right or the exercise of any other right. If any provision of this
Agreement is held to be invalid or unenforceable, all other provisions shall nevertheless continue
in full force and effect.




     Section 7.04. Counterparts. This Agreement may be executed in two or more counterparts, each
of which shall be deemed to constitute an original, but all of which together shall constitute one
and the same document.



     Section 7.05. Governing Law. This Agreement shall be governed by, and interpreted in
accordance with, the laws of Korea applicable to contracts made and to be performed in that
jurisdiction, without reference to its conflict of laws rules.



     Section 7.06. Arbitration.



     (a) In the event of any dispute, claim or controversy among the parties arising out of or
relating to this Agreement, such dispute, claim or controversy shall be resolved by and through an
arbitration proceeding in Singapore in accordance with the Rules of the International Chamber of
Commerce. KB shall appoint one arbitrator and ING shall appoint the other arbitrator within 30 days
after receipt of a demand for arbitration from the other party. The two arbitrators thus appointed
shall, within 30 days after both shall have been appointed, appoint a third arbitrator who shall
preside over the arbitration proceedings. The proceedings shall be conducted in English, and all
arbitrators shall have a thorough command of the English language. The decision of the arbitrators
shall be final and binding on the parties and judgment thereon may be entered in any court of
competent jurisdiction. Notwithstanding anything in this Section 7.06, any party shall be entitled
to seek preliminary injunctive relief from any court of competent jurisdiction pending the final
decision or award of the arbitrators.



     (b) The parties agree that arbitration as set forth above shall be the sole means of resolving
any disputes, claims and controversies among them arising out of this Agreement.



     Section 7.07 Successors and Assigns. Except as otherwise expressly provided herein, the
provisions of this Agreement shall inure to the benefit of, and be binding upon, the parties’
successors and permitted assigns. Neither this Agreement nor any rights or obligations hereunder
shall be assignable or transferable by any party to this Agreement without the prior written
consent of the other parties to this Agreement.



     Section 7.08. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the
parties to this Agreement and their respective successors and permitted assigns, and nothing
herein, express or implied, is intended or shall confer upon any other Person any legal or
equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.




SIGNATURES ON NEXT PAGE




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          IN WITNESS WHEREOF, this Agreement has been executed by the parties all as of the date first
above written.




	 	 	 	 	 	 	 	 	 
	KOOKMIN BANK	 	ING BANK N.V.	 	 
	 
	By:

Name:

	 	/s/
Hendrik Kooiker
 

Hendrik Kooiker
	 	By:

Name:
	 	/s/ Jong-Kyoo Yoon
 

Jong-Kyoo Yoon
	 	 
	Title:

	 	Authorized Representative
	 	Title:
	 	Executive Vice President of	 	 
	 

	 	 	 	 	 	Strategic Planning Division	 	 







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