KT CORPORATION

                     (FORMERLY KNOWN AS KOREA TELECOM CORP.)



                                       AND



                                 CITIBANK, N.A.,

                                  As Depositary



                                       AND



           HOLDERS AND BENEFICIAL OWNERS FROM TIME TO TIME OF AMERICAN

                               DEPOSITARY RECEIPTS



                           -------------------------



                                 Amendment No. 1



                                       to



                                Deposit Agreement





                            Dated as of May 25, 1999



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                      AMENDMENT NO. 1 TO DEPOSIT AGREEMENT



      AMENDMENT NO. 1 TO DEPOSIT AGREEMENT, is made as of February __, 2004 (the

"Amendment"), by and among KT CORPORATION (formerly known as Korea Telecom

Corp.), a corporation organized and existing under the laws of Korea (the

"Company"), CITIBANK, N.A., a national banking association organized under the

laws of the United States of America and acting solely as depositary (the

"Depositary"), and all Holders and Beneficial Owners from time to time of

American Depositary Receipts issued under the Deposit Agreement.



                           W I T N E S S E T H T H A T



      WHEREAS, the parties hereto entered into that certain Deposit Agreement,

dated as of May 25, 1999 (the "Deposit Agreement"), for the creation of American

Depositary Receipts ("ADRs") evidencing American Depositary Shares ("ADSs")

representing the Shares (as defined in the Deposit Agreement) so deposited and

for the execution and delivery of such ADRs evidencing such ADSs;



      WHEREAS, the Company desires to amend Section 4.09 of the Deposit

Agreement to provide for cumulative voting for directors of the Company if

required under applicable law; and



      WHEREAS, pursuant to Section 6.01 of the Deposit Agreement, the Company

and the Depositary deem it necessary and desirable to amend the Deposit

Agreement and the form of ADR annexed thereto as Exhibit A for the purposes set

forth herein;



      NOW, THEREFORE, for good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the Company and the Depositary

hereby agree to amend the Deposit Agreement as follows:



                                    ARTICLE I



                                   DEFINITIONS



      SECTION 1.01. Definitions. Unless otherwise defined in this Amendment, all

capitalized terms used, but not otherwise defined, herein shall have the meaning

given to such terms in the Deposit Agreement.



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                                   ARTICLE II



                         AMENDMENTS TO DEPOSIT AGREEMENT



      SECTION 2.01. Deposit Agreement. All references in the Deposit Agreement

to the term "Deposit Agreement" shall, as of the Effective Date (as herein

defined), refer to the Deposit Agreement, dated as of May 25, 1999, and as

amended by this Amendment.



      SECTION 2.02. Change of Voting Instructions. Section 4.09 shall be amended

in its entirety as follows:



      Section 4.09. Voting of Deposited Securities. As soon as practicable after

receipt of notice of any meeting of, or solicitation by the Company of consents

or proxies from, holders of Shares or other Deposited Securities, the Depositary

shall, if requested in writing by the Company, fix a record date as provided in

Section 4.08 for determining the Holders entitled to give instructions for the

exercise of voting rights. The notice shall be provided by the Company in

English to the Depositary immediately upon finalization of the form and

substance thereof, in accordance with Section 5.08, but in no event less than

twenty-one (21) days in advance of such meeting (unless cumulative voting rights

became applicable to a shareholders' meeting on or before the 37th day prior to

such meeting in which case the notice shall be provided by the Company to the

Depositary no less than thirty (30) days prior to such meeting). The Company

shall provide to the Depositary sufficient copies, as the Depositary may

reasonably request, of notices of the Company's shareholders' meeting, the

agenda therefor as well as the English translations thereof, which the

Depositary shall mail to Holders as soon as practicable after receipt of the

same by the Depositary, together with: (a) a statement that the Holders of

record at the close of business on a specified record date will be entitled,

subject to any applicable provision of Korean law and of the Articles of

Incorporation of the Company (which provisions, if any, shall be summarized in

pertinent part), to instruct the Depositary as to the exercise of the voting

rights, if any, pertaining to the number of Shares or other Deposited Securities

represented by their respective ADSs evidenced by their respective Receipts and

(b) a brief statement as to the manner in which such instruction may be given,

including, if applicable, the manner in which cumulative voting rights (if any)

may be exercised. At the request and expense of the Company and provided that

the Depositary has timely received from the Company the applicable information,

the Depositary shall establish such procedures as may be commercially

practicable to make reasonable efforts to enable Holders of ADSs as of the

applicable record date to exercise cumulative voting rights (if any) with

respect to the Shares represented by the ADSs held as of applicable record date.

In the event that cumulative voting rights become applicable to a shareholders'

meeting, the Company shall immediately notify the Depositary of such occurrence

in writing, but in any event within two (2) business days from the day when the

cumulative voting rights become applicable.



      Upon the written request of a Holder of ADSs evidenced by a Receipt on

such record date received on or before the date established by the Depositary

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