2. The plaintiffs' remaining claims are dismissed.

3. Of the costs of lawsuit, 20% of the costs of lawsuit are assessed against the plaintiffs and the remainder are assessed against the defendant.

4. Paragraph 1 can be provisionally executed.

The following facts are not disputed between the parties, or can be acknowledged in full view of the whole purport of the pleadings in Gap-1 or 23.

A. Status of the parties

The plaintiffs were employed and worked for the Bank (title 1 omitted) (hereinafter referred to as the "Bank") prior to the following capital increase consideration. (Name 1 omitted) on December 31, 2001, the Bank was divided into a bank (title 2 omitted) and merged into a card company (title 3 omitted) and merged with the defendant on April 1, 2004.

(b) Particulars of capital increase;

(1) (Name 1 omitted) on February 26, 1998, the Bank was ordered to improve its management by the Financial Supervisory Service on the ground that the standard equity capital ratio of the Bank for International Settlements (BIS) is less than 8%, and was promoting a capital increase plan to maintain the above equity capital ratio of not less than 4% by the end of June of the same year, and it was difficult to set aside a plan to increase the amount of 15 billion won among them to participate in the amount of 15 billion won and to provide capital increase. According to the above plan, although the actual market price of the Bank’s stocks at the time was 700 won per share, all officers and employees of the Bank (title 1 omitted) have to purchase (title 1 omitted) bank’s stocks at par value of 5,00 won per share.

(2) Accordingly, on June 198, the first police officer (title 1 omitted) bank requested all executive officers and employees to pay their contributions by class and to provide a method of contribution (i) the amount of contribution made by themselves, (ii) the amount of contribution made by himself/herself, (iii) his/her own funds short of the amount of termination of a personal pension trust already paid, and (iv) the amount of contribution made by his/her own funds, and (v) the amount of contribution made by his/her own funds, and (v) the amount of contribution made by including the termination of a personal pension trust

(3) In addition, (title 1 omitted) The Bank has implemented the interim settlement system of retirement allowances in order to enable executives and employees to raise their investments, and taken measures to terminate the individual pension trust account whose termination is prohibited by the guidelines for the management of employee welfare pension, only with respect to employees who made interim settlement of retirement allowances in order to encourage them to participate in the increase of capital, the calculation of retirement allowances at the time of retirement was implemented “the amount obtained by subtracting the interim settlement payment from the retirement allowances calculated by the period from the date of entry to the date of retirement, as the final retirement allowance.”

(4) (Name 1 omitted) On June 23, 1998, the executive officers and employees of the bank made an offer to subscribe for shares with capital increase as above, and (Name 1 omitted) bank strongly demanded that it guarantee losses that may have been incurred due to the participation in capital increase as above. (Name 1 omitted) bank accepted such demand and the president, Nonparty 1 of the bank and Nonparty 2, the representative of the Bank’s trade union (title 1 omitted) bank’s (title 1 omitted) bank’s president, Nonparty 1 and Nonparty 2, the representative of the Bank’s trade union (title 1 omitted), who participated in capital increase due to the capital increase received interim settlement on June 26, 1998, completed the retirement allowance payment agreement with the participant employees (hereinafter “the agreement to compensate for losses”) and (name 1 omitted) bank’s executive officers and employees completed the payment of capital increase on June 27, 196 following the above agreement.

(5) Ultimately, 1,512 of the officers and employees of the bank (title 1 omitted), including the plaintiffs, engaged in interim settlement of accounts for retirement benefits, and (name 1 omitted) purchased the bank’s shares at par value at the above-mentioned retirement allowance. In the process, the plaintiffs also invested money equivalent to the amount stated in the “investment amount” column in the attached Table with interim settlement retirement pay, and subscribed for the same number of shares as stated in the “number of shares” column in the same Table. At that time, the market price of the bank’s shares at (title 1 omitted) was limited to 780 won per share.

(c) Establishment of guidelines for the special payment of retirement allowances to employees participating in capital increase;

(1) After that, on August 17, 1998, the bank decided to establish the "Special Standards for Payment of Retirement Benefits to Employees Participating in Capital Increase" (hereinafter referred to as the "Special Standards for Payment of Retirement Benefits") in addition to retirement allowances in cases where the applicable unit price at the time of retirement is below the face value with respect to employees (excluding officers) who participated in the increase of capital at the standing committee.

(2) Details of the special payment criteria for retirement benefits

Based on Article 6(4) of the Regulations on Retirement Allowance (as regards a person recognized by the president who has contributed significantly to the development of a bank and has caused property damage to an individual, retirement allowance may be paid separately through a resolution of the Executive Committee) where the employee who has participated in the capital increase conducted as a part of the bank’s normalization of management (title 1 omitted) holds the shares issued on June 23, 1998 until the time of retirement, the difference between the applicable unit price (the average unit price for the closing price of shares held for the last one month from the date before retirement) and the face value (5,00 won per week) shall be compensated. This criteria shall apply to all investors, regardless of the reason for retirement, and the capital increase shall be compensated on the basis of the initial unit price of shares issued, notwithstanding the rate of capital reduction.

(4) (Name 1 omitted) Total capital reduction, etc. of stocks of a bank;

(1) On December 18, 200, the Financial Supervisory Commission (title 1 omitted) selected a bank as an insolvent financial institution and requested investment of public funds. On the other hand, (title 1 omitted) bank issued an order to reduce capital without compensation for all existing shares of the bank. However, the Government acknowledged appraisal rights corresponding to actual paid retirement in order to compensate for losses to minor shareholders who are likely to have a possibility of a strike due to the above measure.

(2) Accordingly, the Plaintiffs exercised their appraisal rights against all (title 1 omitted) stocks held by the bank, and (title 1 omitted) the bank purchased the said stocks by applying 166 won per share of the purchase price of the said stocks.

2. Determination on a retirement allowance and a claim for agreed amount

A. The parties' assertion

First, the plaintiffs asserts that (title 1 omitted) the merger of banks (title 3 omitted) card companies are merged with each other, the defendant that absorbs the plaintiffs, and ① the plaintiffs should pay the amount equivalent to the losses incurred by the plaintiffs who invested (title 1 omitted) bank's capital increase with the capital increase for retirement benefits as retirement allowances in accordance with the standards set forth in the special retirement allowance payment cases. ② Even if not, the plaintiffs are obligated to pay the agreed amount equivalent to the above

On the other hand, the defendant's agreement on the special payment standard of retirement pay and compensation for losses is invalid because the company has agreed on the guarantee of losses and the guarantee of profits only to some shareholders, in violation of the principle of equality of shareholders under the Commercial Act.

B. Determination

However, the principle of the equality of shareholders is formally treated as a shareholder in a legal relationship between a company and a shareholder, and in substance, the rights and obligations of each shareholder with respect to each company should be determined in proportion to the number of shares held. The Commercial Act provides exceptions to the principle of the equality of shareholders, such as Articles 344, 345, and 370, and strictly limited provisions are supported by the principle of the equality of shareholders. Thus, the principle of the equality of shareholders is a basic principle of the Act on the Stock Companies and has the nature of mandatory law. Except for exceptions recognized by the Commercial Act, if the provisions of the articles of incorporation, the resolution of the general meeting of shareholders, the resolution of the board of directors, or the execution of duties by the representative director violates the principle of the equality of shareholders, the principle of the equality of shareholders is invalid regardless of good faith or bad faith of the company.

Therefore, (Name 1 omitted) The agreement to compensate for losses concluded by the president of the bank and the president of the trade union and the special criteria for the payment of retirement allowances established by the resolution of the standing directors of the bank (title 1 omitted) are that the employees of the bank will be compensated for the total amount of losses incurred when they retire, and thus, the company will absolutely guarantee the recovery of the invested capital to the shareholders, and the superior right that is not recognized to the other shareholders is granted to the employees of the bank (title 1 omitted) that only grants the employees of the bank who participated in the capital increase in this case, thereby violating the principle of shareholder equality.

The recommendation argues that the special retirement allowance payment guidelines do not regulate the relationship with shareholders, but merely stipulate the rules of employment to pay special retirement allowances to the employees who contributed to the development of the company. It is irrelevant to the principle of shareholder equality. The agreement for compensation for losses is concluded between the president and the representatives of the employees, and it cannot be deemed that the employees of the bank became a party to the above agreement in the status of shareholders. (Name 1 omitted) However, an agreement was concluded on June 26, 1998, immediately after the employees of the bank subscribed to shares for new shares on June 23, 1998. Accordingly, the payment of the next day was completed by the resolution of the standing directors on August 17, 1998 in order to support the agreement on compensation for losses. In light of the above circumstances, since the employees who participated in the special retirement allowance payment guidelines at the time of the agreement and the special retirement allowance payment guidelines at the time of the enactment of the retirement allowance guidelines at the time of the agreement and the employees who subscribed to shares at the time of the agreement or status of the employees, the agreement cannot be justified.

Furthermore, in principle, the Commercial Act prohibits uniformly the acquisition of treasury stocks from a general preventive purpose, since it is likely to cause various harm, such as undermining the company’s capital foundation and the interests of shareholders and creditors, undermining the principle of equality of shareholders, and causing unfair corporate control by representative directors, etc., and exceptionally, it is clearly classified as cases where the acquisition of treasury stocks is allowed, and thus, it is clearly permitted in Articles 341, 341-2 and 342-2 of the Commercial Act or in the Securities and Exchange Act, etc., or in cases where a company gratuitously acquires treasury stocks, or where it is not possible to endanger the company’s capital foundation or harm the interests of shareholders, etc. on the company’s account, such acquisition of treasury stocks is exceptionally allowed. In other cases, the acquisition of treasury stocks is not allowed even if there are inevitable circumstances to avoid serious damage that may arise to the company, shareholders, or creditors, etc., and it is naturally null and void if it is in violation of Article 625 of the Commercial Act’s name and thus, it does not constitute an act of acquisition of treasury stocks under the company’s name.

(1) In this case, (Name 1 omitted), the Bank formally increased the capital of the Bank (title 1 omitted) by allowing its executives and employees to pay shares and take over shares, but (title 1 omitted) the employees of the Bank who paid the shares (title 1 omitted) enter into an agreement to compensate for losses in this case to compensate for the total amount of the shares paid upon retirement, and establish the guidelines for the special payment of retirement allowances, which ultimately led to (title 1 omitted) the profits and losses incurred from the acquisition of shares to the Bank (title 1 omitted). In conclusion, this would result in the same result as acquiring new shares issued by the Bank on its own account, which would result in (title 1 omitted) the Bank's actual possession of shares as much as the assets equivalent to the increased capital amount, and thus, the standards for compensating for losses and the special payment of retirement allowances would also violate the principle prohibiting the acquisition of treasury shares.

C. Sub-committee

Therefore, the agreement on compensation for losses in the instant case and the special payment standard for retirement allowances shall be deemed null and void in violation of the principle of shareholder equality and the principle of prohibition of acquiring treasury shares. Therefore, the plaintiffs' assertion on the claim for retirement allowances or agreed payment premised on its validity is without merit without any need to further

3. Determination on the claim for return of unjust enrichment

A. The plaintiffs' assertion

The plaintiffs (title 1 omitted) banks formally increase 15 billion won as capital by requiring the defendant's officers and employees to pay shares and take over shares. However, (title 1 omitted) banks' employees who paid shares in (title 1 omitted) who retire from office, shall prepare a written agreement with the Bank to compensate for the total amount of the amount of the invested losses (title 1 omitted) and establish rules of employment. In the end, (title 1 omitted) banks bring about the same result as borrowing new shares issued on their own account only in the name of officers and employees, and (title 1 omitted) banks may not hold the same as real shares in the amount of the increased capital amount, and thus it may endanger their capital base. Accordingly, (title 1 omitted) banks' employees' interim settlement agreement on retirement allowances constitutes the acquisition of treasury shares prohibited by Article 341 Item 1 of the Commercial Act. Accordingly, (title 1 omitted) banks' profits equivalent to the interim retirement allowances invested without legal grounds and the plaintiffs' losses equivalent to the amount of the above amount, and thus, the defendant shall return the amount of the interim retirement benefits to the plaintiffs.

B. Determination

On the other hand, as alleged by the plaintiffs, (1) the bank extended the new shares issued by it to its employees by compensating for the total amount of its capital loss, and thereby causing risk of undermining its capital foundation. However, the invalidation of the acquisition of the new shares is in violation of the prohibition principle, namely, the agreement on compensation for losses and the special payment of retirement allowances, and (1) the bank's interim settlement of accounts for retirement benefits to its employees or the acquisition of shares by its employees for the purpose of capital increase. (1) In other words, among the series of legal acts surrounding the employees of the bank's participation in capital increase, only the juristic acts violating the principle of shareholder equality and the mandatory law prohibiting the acquisition of shares are invalidated, and in fact, even if the juristic acts are conducted on the premise of such invalid juristic acts, the name of the employees of the bank can not be deemed null and void unless the employees of the bank directly violate the compulsory law, and (1) the interim payment of retirement benefits and the interim payment of shares should also be deemed null and void if the employees of the bank were not obligated to return the shares (1).

Therefore, as long as the acquisition of shares by subscription to new shares cannot be deemed null and void, it cannot be deemed that the Plaintiffs paid the subscription price to the bank (title 1 omitted) with the subscription to shares without any legal ground. Therefore, the Plaintiff’s assertion of unjust enrichment is without merit.

4. Determination on a claim for damages caused by a tort

(a) Occurrence of liability for damages;

(1)The Bank requested (title 1 omitted) employees of the Bank to purchase shares of 5,00 won per face value (title 1 omitted) per share of 700 won per share (title 1 omitted), and provided detailed investment methods such as interim settlement of accounts for retirement benefits so that purchase of shares can be easy, and measures to terminate the private pension trust account where termination is prohibited (title 1 omitted) the Bank head of the Bank actively led the employees of the Bank to participate in capital increase and take over shares (title 1 omitted) by promising to compensate for losses incurred by the bank's participation in capital increase and (title 1 omitted) the Bank's employees to participate in capital increase and to participate in capital increase (title 1 omitted) interim settlement of accounts, and thus, the Bank's employees and 1,575 members of 1,575 members of 1,200 won per share (title 1 omitted). Accordingly, the Defendant did not have any possibility of causing losses to the Bank's employees to participate in capital increase and decrease in capital increase within a short time period of 000 percent per share.

B. Scope of liability for damages

Comprehensively taking account of the above evidence, the number of shares acquired on November 14, 1998 and November 17, 1998 by the plaintiffs' investment can be recognized as identical facts as stated in the "number of shares" in the attached Table, and since the amount of the above investment shares multiplied by the par value of 5,000 won, it is equal to the amount stated in the "amount of investment" in the attached Table, this amount shall be the amount to be compensated by the defendant. However, as seen above, the plaintiffs exercise their appraisal rights for shares held by the bank (title 1 omitted) and receive money equivalent to 166 won per share in the attached Table, so the amount to be compensated by the defendant shall be deducted from each stated amount in the "amount of refund" in the attached Table as stated in the attached Table.

Meanwhile, Plaintiff 8 asserts that 10 shares (total 1,310 shares), Plaintiff 10 shares (total 1,510 shares), Plaintiff 11, and Plaintiff 11 received additional shares in the “number of shares” column of the attached Table recognized prior to 10 shares (total 610 shares), and sought compensation for losses corresponding to the above additional shares. In full view of the above evidence, Plaintiff 8’s shares acquisition pursuant to the Bank’s (title 1 omitted), the shares acquisition amount of the above Plaintiffs 1,300 shares, Plaintiff 10 shares, and Plaintiff 11 were 600 shares, and Plaintiff 10 shares were 1,30 shares, and the above Plaintiffs’ shares acquisition amounted to 1,510 shares (total 14,198.14, and November 17, 1998. Accordingly, the above Plaintiffs’ assertion that additional shares acquisition was not made to the Defendant, and thus, the above Plaintiffs’ shares acquisition of the shares did not have any reason to claim compensation for the shares acquisition amount.

Furthermore, (1) The employees of the bank including the plaintiffs (title 1 omitted), even though they knew that (1) the bank was promoting the management normalization of the bank and participated in the capital increase in order to increase its equity capital ratio by receiving the management improvement order from the Financial Supervisory Service, (1) the bank's employees (title 1 omitted) would impair the interests of other shareholders and creditors, and (1) the bank strongly demanded the preservation of investment losses that may endanger the capital foundation of the bank, thereby leading to the agreement on compensating for losses in this case, (1) the bank head of the bank's promise to compensate for the investment losses, and (2) it is reasonable to deem that such employees' unreasonable demand for compensating for losses in this case has caused the occurrence of the liability for damages in light of the equity or good faith, it is reasonable to reduce the amount to be compensated by the defendant to 80% of the above amount of damages in consideration of these factors in calculating the defendant's damages in accordance with

C. Sub-committee

Therefore, the defendant is liable to compensate the plaintiffs for damages, and the defendant is obliged to pay damages for delay at each rate of 20% per annum under the Civil Act from May 7, 2005 to November 29, 2005, which is the date following the delivery date of the written application for modification of the purpose of the claim of this case and the written application for modification of the cause of the claim, as claimed by the plaintiffs, to the amount calculated by subtracting the amount stated in the "amount of refund" from the amount stated in the separate sheet "amount of investment" by 80%, and to pay damages for delay at each rate of 5% per annum under the Act on Special Cases Concerning the Promotion, etc. of Legal Proceedings from the next day to the date of full payment.

5. Conclusion

Thus, the plaintiffs' claim of this case is justified within the scope of the above recognition, and the remaining claims are dismissed as it is without merit.

[Attachment Table omitted]

Judges Kim Il-sub