Chapter III Company Restructuring Committee

Article 7 (Purpose)

In order to efficiently carry out the Workout and mediate any disagreements between the Creditor Financial Institutions, the Company Restructuring Committee (the "Committee") shall be established.

Article 8 (Organization)

8.1 The Committee shall have one

(1) Chairman and about six (6) committee members appointed by the Administrative Committee, from among any of the following: (1) Persons who have ten (10) years or more experience in management of a financial institution or management in other fields relating to the finance;

(2) Certified public accountants, lawyers, or persons who have special expertise in company restructuring and are employed in a credit appraisal company or a research institution relating to financial institutions; or

(3) Experts who have three (3) years or more experience in company restructuring.

8.2 The Chairmanship shall be a standing position and the ordinary committee membership shall be non-standing positions.

8.3 The term of office for the Chairman and the members of the Committee shall be one (1) year, but may be renewed.

Article 9 (Authority)

9.1 The Committee shall be authorized to do the following:

(1) Mediate disagreement over the possibility of recovery for the Related Company that the Creditor Financial Institution has requested;

(2) Mediate disagreements on the Workout promotion plan for a recoverable company that the Creditor Financial Institution has requested;

(3) Dispose of disputes involving the violation of the Committee's mediation opinion and/or breach of items separately agreed to among the Creditor Financial Institutions; and

(4) Construe this Agreement and suggest amendments or termination hereof.

9.2 In the course of mediating any disagreements referred to in Article 9.1 (2) above, when it is deemed necessary in the Committee's discretion, to change any Workout promotion plans that the Creditor Financial Institutions have not requested the Committee may submit its mediation opinion as if such had been requested by Creditor Financial Institutions.

Article 10 (Request for Mediation)

10.1 Any of the Creditor Financial Institutions may request mediation from the Committee, if they fail to agree after three (3) negotiations through the Board of the Creditor Financial Institutions: provided that, such three (3) negotiations are required for mediation requests, except those that the Committee recognizes to be unavoidable. (amended on October 1, 1998)

10.2 Requests for mediation shall be made to the Committee by the financial institution managing the Board of Creditor Financial Institution. Such request shall be submitted together with the written statement of purpose and contents and the result of the Board's meeting at the time of the request for the mediation.

Article 11 (Mediation Procedure)

11.1 Upon the receipt of the request for mediation from the Creditor Financial Institution, the Committee shall commence mediation proceedings as soon as practical.

11.2 The Committee may cause a relevant officer of the Creditor Financial Institution to be present at the Committee's meetings, and may express any its opinions that may be necessary for the mediation.

11.3 The Committee may cause a managing group of the Related Company to be present at the meeting of the Committee and to express their opinion for the self-restructuring plan and the normalization of management, when deemed necessary.

11.4 In connection with the mediation opinion, the Committee may ask an independent expert institution for advice when deemed necessary, in which case the consulting fee and expenditures shall be paid by each of the Creditor Financial Institutions according to their respective portion of the Claim Amount against the Related Company.

Article 12 (Notice of Mediation Opinion)

12.1 The Committee shall give a written mediation opinion to all of the Creditor Financial Institutions and their supervisory authorities within one (1) month of the receipt of the request for mediation; provided that, if there are reasonable grounds, the notice period may be extended by up to one (1) month by resolution of the Committee.

12.2 When deemed necessary the Committee may ask the authorities supervising the related Creditor Financial Institutions for enforcement of the mediation.

Article 13 (Executive Office)

13.1 The Committee may establish an Executive Office.

13.2 The Executive Office shall have ten (10) or fewer executive committee members and office clerks.

13.3 The Chairman shall appoint the executive committee members and office clerks.

Article 13-1 (Business of Executive Office)

13-1.1 The Executive Office shall do the following:

(1) Collect and review materials, records, manage documents and other activities necessary for the purpose of the efficient business;

(2) Make public, train and advise for the Workout;

(3) Convene meetings of the Board of the Creditor Financial Institution, establish the Board's agenda, and discuss the Workout promotion plan;

(4) Examine the performance situation of the Creditor Financial Institution's separate agreement and the Committee's mediation; and

(5) Act other activities deemed necessary for the Workout.

13-1.2 For the purpose of the performance of the above, the Executive Office, when deemed necessary, may ask the Creditor Financial Institutions for their assistance, and the Creditor Financial Institutions shall assist the Executive Office unless there are other reasonable grounds. (amended on August 14, 1998)

Article 14 (Adoption of Resolution in Executive Office)

Resolutions of the Executive Office shall be adopted by an affirmative vote of two-thirds or more of the committee members present at a meeting where two-thirds or more of the total number of the committee members are in attendance.