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Kookmin Bank (KBKD)

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Tuesday 24 April, 2001

Kookmin Bank

Merger Agreement

Kookmin Bank
24 April 2001

               Merger Agreement between Kookmin Bank and H&CB

1. Reasons & Objectives 
   Both Kookmin Bank and Housing&Commercial Bank have agreed to merge in order  
   to strengthen their leading position in the financial market and to maximize 
   the development of the national economy and the benefits to customers and    
   shareholders by capitalizing on the strengths of each bank

2. Method of Merger
   Through the Merger, KB and H&CB shall be dissolved and the New Bank shall be 
   established simultaneously. However, if the parties agree in writing that the
   merger through the establishment of the New Bank is not possible due to      
   material policy restrictions, the form of the Merger shall be changed so that
   KB shall be the surviving bank.

3. Mergee(Company) 
   a. Company Name: Housing & Commercial Bank
   b. Paid-In Capital (won) 896,344,045,000 
   c. Outstanding Number of Shares (Share): 179,268,809 
   d. Latest Fiscal Year's Financial Statement(Summary)
      - Total Assets:  66,395.8 billion won 
      - Total Shareholder's Equity: 2,484.3 billion won 
      - Total Liabilities: 63,911.5 billion won 
      - Net Income: 523.8 billion won 
   e. Major Business lines
      - Banking Business and its related business in accordance with General
        Banking Act
      - Trust Business in accordance with Trust Business Act
        Other businesses permitted by the Ministry of Finance and Economy

4. Company to be newly created 
   a. Company Name: Kookmin Bank 
   b. Paid-in Capital (won) : 1,701,975,660,000 
   c. Outstanding Number of Shares (Share) 340,395,132 
   d. Latest Fiscal Year's Financial Statement(Summary): none 
   e. Major Business Lines
      - Banking Business and its related businesses in accordance with
        Banking Act
      - Trust Business In accordance with Trust Business Act
      - Other additional Businesses besides Banking Business stipulated by
        Banking Act and other Laws, Acts, Regulations, etc 
   f. Listing
      - Expected Delivering Date of New Shares - November 19, 2001
      - Expected Listing Date: November 20, 2001
   g. Shares Allotted to Shareholders of Mergee
      - The New Bank shall issue and deliver one share of its common stock
        (par value: 5,000 Won) per 1.688346 shares of common stock (par value
        5,000 Won) of KB.
        The New Bank shall issue and deliver one share of its common stock
        (par value 5,000 Won) per one share of common stock (par value 5,000    
        Won) of H&CB
      - The New Bank shall Issue and deliver one share of its preferred
        stock (par value 5,000 Won), with the same terms, and conditions as     
        those of KB's or H&CB's preferred stock, per one share of preferred     
        stock (par value 5,000 Won) of KB or H&CB
        In the event that any fractional shares are required to be delivered
        in connection with the delivery of new shares, the disposition of such  
        fractional shares shall be determined through mutual consideration      
        between the parties and in accordance with the Commercial Code.
   h.   Cash Paid to Shareholders of Mergee:  Not applicable

5. Terms of merger & formula for calculation 
   - Rate of merger(%) : 0.59229565503 
   - Formular for calculation
     > Formular for rate of merger calculation of common stock 

       To decide rate of merger after calculating basic share price by          
       enforcement decree of securities and exchange act article 84-7(1) 
       as of December 21, 2000 of record date and reflecting dilution, 
       10% share dividend of H&CB.

     > Formular for rate of merger Calculation of preferred stock 

       To decide one share of preferred stock of KB per one share of
       preferred stock of H&CB, in accordance with both banks completely by
       the same issuing conditions such as dividend rate of preferred stock
       repurchase conditions, etc

6. Independent Expert's Recommendation : None

7. Schedule

   a. Contract Date : April 23, 2001
   b. Approval Date of Shareholders Meeting : October 19, 2001

8. Effective Date of Merger : October 31, 2001

9. Base Date for Calculation of Dividend : January 1, 2001

10. Appraisal Right 
    a. Buy-back Price(Won): 13,968

      * Buyback price can be adjusted when the company or over 30% of
        total shareholders request to change.

    b. Request Period:  October 20, 2001 - October 31, 2001

11. Resolution Date of the Board of Directors : April 23, 2001 -

    - Outside Directors:   Present (9), Absent(l) 
    - Auditors Present

12. the Others 
    Shareholders who oppose the merger can exercise the appraisal right
    according to Article 191 of the Securities and Exchange Act

    - The New Bank shall deliver one share of its common stock, per
      1.688346 shares of common stock of Kookmin Bank and one share          
      of its preferred stock, per one share of preferred stock of
      Kookmin Bank. 
    - Board of Directors of Kookmin Bank passed the original merger contract 
    - If the authorization and permission from government or obtaining effective
      declaration from US Securities and Exchange Commission are ahead of       
      schedule or delayed, both banks can adjust the date of merger and others  
      under a mutual agreement. If any changes, we will give public notice      


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