Ordinance for Enforcement of the Insurance Business Act(Part I through Part II Chapter V (Tentative translation))


Published: 2010

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Ordinance for Enforcement of the Insurance Business Act (Part I through Part II Chapter V (Tentative translation))

Pursuant to the provisions of the Insurance Business Act and the Order for Enforcement of the Insurance Business Act, and for the purpose of enforcement of said Act and Cabinet Order, the Ordinance of Ministry of Finance which is to replace the Ordinance for Enforcement of the Insurance Business Act (Ordinance of Ministry of Agriculture and Commerce No. 29 of 1912) in its entirety shall be prescribed as follows:

Table of Contents

Part I General Provisions (Article 1 - Article 3)

Part II Insurance Company, Foreign Insurance Company, etc. and Low-Cost, Short-Term Insurer

Chapter I General Rules (Article 4 to Article 14-2)

Chapter I-2 Electromagnetic Records and Electromagnetic Means, etc. (Article 14-3 to Article 14-10)

Chapter II Stock Company and Mutual Company Engaged in Insurance Business

Section 1 Special Provisions for Stock Company Engaged in Insurance Business (Article 15 to Article 19-4)

Section 2 Mutual Company

Subsection 1 Organs, etc. (Article 20 to Article 23-20)

Subsection 2 Accounting, etc.

Division 1 Financial Statements, etc. (Article 24 to Article 25-8)

Division 2 Auditing of Accounting Documents Concerning Mutual Company Other Than Company with Accounting Auditors (Article 26 to Article 26-4)

Division 3 Auditing of Accounting Documents Concerning Company with Accounting Auditors (Article 27 to Article 27-8)

Division 4 Auditing of Business Report, etc. (Article 28 to Article 28-4)

Division 5 Provision, etc. of Financial Statements, etc. (Article 29 to Article 29-8)

Division 6 Payment of Interest on Funds; Depreciation of Funds; and Distribution of Surplus (Article 30 to Article 30-8)

Division 7 Reserve for Redemption of Funds and Deficiency Reserve (Article 30-9 to Article 30-15)

Subsection 3 Solicitation of Subscribers for Corporate Bonds Issued by Mutual Company (Article 31 to Article 31-10)

Subsection 4 Assignment, etc. of Business (Article 32 and Article 32-2)

Subsection 5 Miscellaneous Provisions (Article 33 to Article 35-2)

Section 3 Entity Conversion

Subsection 1 Entity Conversion from Stock Company to Mutual Company (Article 36 to Article 41-3)

Subsection 2 Entity Conversion from Mutual Company to Stock Company (Article 41-4 to Article 46-3)

Chapter III Business (Article 47 to Article 55-2)

Chapter IV Subsidiary Company, etc. (Article 56 to Article 58-4)

Chapter V Accounting (Article 59 to Article 82-3)

Chapter VI Supervision (Article 83 to Article 88)

Chapter VII Comprehensive Transfer of Insurance Contracts; Assignment or Acquisition of Business; and Entrustment of Business and Property Management

Section 1 Comprehensive Transfer of Insurance Contracts (Article 88-2 to Article 92)

Section 2 Assignment or Acquisition of Business (Article 93 and Article 94)

Section 3 Entrustment of Business and Property Management (Article 95 to Article 97)

Chapter VIII Dissolution, Merger, Company Split and Liquidation

Section 1 Dissolution (Article 98 to Article 99-3)

Section 2 Merger (Article 99-3-2 to Article 105)

Section 2-2 Company Split (Article 105-2 to Article 105-8)

Section 3 Liquidation (Article 106 to Article 114-8)

Chapter IX Foreign Insurer

Section 1 General Rules (Article 115 to Article 133-3)

Section 2 Business, Accounting, etc. (Article 133-4 to Article 160)

Section 3 Supervision (Article 161 to Article 164)

Section 4 Abolition, etc. of Insurance Business (Article 165 to Article 177)

Section 5 Miscellaneous Provisions (Article 177-2 and Article 178)

Section 6 Special Provisions for Specified Juridical Persons (Article 179 to Article 195)

Chapter X Modification of Contract Conditions (Article 196 - Article 204)

Chapter XI Shareholder

Section 1 Major Shareholder of Insurance Company (Article 205 to Article 210-2)

Section 2 Insurance Holding Company (Article 210-3 to Article 210-13)

Section 3 Miscellaneous Provisions (Article 210-14 to Article 210-15)

Chapter XII Special Provisions for Low-Cost, Short-Term Insurer

Section 1 General Rules (Article 211 to Article 211-23)

Section 2 Business, etc. (Article 211-24 to Article 211-35)

Section 3 Accounting (Article 211-36 to Article 211-52)

Section 4 Supervision (Article 211-53 to Article 211-60)

Section 5 Comprehensive Transfer, etc. of Insurance Contracts (Article 211-61 to Article 211-70)

Section 6 Shareholder

Subsection 1 Major Shareholder of Low-Cost, Short-Term InsurerLow-Cost, Short-Term Insurer (Article 211-71 to Article 211-73)

Subsection 2 Low-Cost, Short-Term Insurance Holding Company (Article 211-74 to Article 211-85)

Subsection 3 Miscellaneous Provisions (Article 211-86 and Article 211-87)

Part III Insurance Solicitation

Chapter I General Rules (Article 212 to Article 212-6)

Chapter II Insurance Agent and Entrusting Insurance Company, etc.

Section 1 Insurance Agent (Article 212-7 to Article 215-3)

Section 2 Entrusting Insurance Company, etc. (Article 216)

Chapter III Insurance Broker (Article 217 to Article 227)

Chapter IV Business (Article 227-2 to Article 235-2)

Chapter V Supervision (Article 236 to Article 239)

Part IV Designated Dispute Resolution Organization

Chapter I General Rules (Article 239-2 to Article 239-5)

Chapter II Business (Article 239-6 to Article 239-13)

Chapter III Supervision (Article 239-14 and Article 239-15)

Part V Miscellaneous Provisions (Article 240 to Article 248)

Supplementary Provisions

Chapter I General Provisions

(Definitions)

Article 1 In this Cabinet Office Ordinance, each of the terms "Insurance Business," "Insurance Company," "Life Insurance Company," "Non-Life Insurance Company," "Mutual Company," "Foreign Insurer," "Foreign Insurance Company, etc.," "Foreign Life Insurance Company, etc.," "Foreign Non-Life Insurance Company, etc.," "Foreign Mutual Company," "Voting Rights of All Shareholders, etc.," "Subsidiary Company," "Major Shareholder Threshold," "Major Shareholder of Insurance Company," "Insurance Holding Company," "Low-Cost, Short-Term Insurance Business," "Low-Cost, Short-Term Insurer," "Life Insurance Agent," "Non-Life Insurance Agent," "Non-Life Insurance Representative," "Low-Cost, Short-Term Insurance Agent," "Insurance Agent," "Entrusting Insurance Company, etc.," "Insurance Broker", "Insurance Solicitation", "Method of Public Notice", "Designated Dispute Resolution Organization", "Life Insurance Business", "Non-Life Insurance Business", "Low-Cost, Short-Term Insurance Business", "Insurance Solicitation by Insurance Broker", "Insurance Business, etc.", "Complaint Processing Procedures", "Dispute Resolution Procedures", "Business of Dispute Resolution, etc.", "Category for Business of Dispute Resolution, etc." and "Basic Contract for Implementation of Dispute Resolution Procedures" shall mean "Insurance Business," "Insurance Company," "Life Insurance Company," "Non-Life Insurance Company," "Mutual Company," "Foreign Insurer," "Foreign Insurance Company, etc.," "Foreign Life Insurance Company, etc.," "Foreign Non-Life Insurance Company, etc.," "Foreign Mutual Company," "Voting Rights of All Shareholders, etc.," "Subsidiary Company," "Major Shareholder Threshold," "Major Shareholder of Insurance Company," "Insurance Holding Company," "Low-Cost, Short-Term Insurance Business," "Low-Cost, Short-Term Insurer," "Life Insurance Agent," "Non-Life Insurance Agent," "Non-Life Insurance Representative," "Low-Cost, Short-Term Insurance Agent," "Insurance Agent," "Entrusting Insurance Company, etc.," "Insurance Broker," "Insurance Solicitation", "Method of Public Notice", "Designated Dispute Resolution Organization", "Life Insurance Business", "Non-Life Insurance Business", "Low-Cost, Short-Term Insurance Business", "Insurance Solicitation by Insurance Broker", "Insurance Business, etc.", "Complaint Processing Procedures", "Dispute Resolution Procedures", "Business of Dispute Resolution, etc.", "Category for Business of Dispute Resolution, etc." and "Basic Contract for Implementation of Dispute Resolution Procedures" as respectively defined in Article 2 of the Insurance Business Act (Act No. 105 of 1995; hereinafter referred to as the "Act").

(Method of Consolidation of Financial Statements, etc.)

Article 1-2 (1) The companies required to prepare their financial statements and any other documents on a consolidated basis pursuant to the provisions of Cabinet Office Ordinance, as referred to in Article 1-3, item (ii) of the Order for Enforcement of the Insurance Business Act (Cabinet Order No. 425 of 1995; hereinafter referred to as the "Cabinet Order"), shall be a Consolidated Subsidiary Company as set forth in Article 2, item (iv) of the Ordinance on Terminology, Forms, and Preparation Methods of Consolidated Financial Statements (Ordinance of Ministry of Finance No. 28 of 1976; hereinafter referred to as the "Ordinance on Consolidated Financial Statements"); and a Non-consolidated Subsidiary Company (meaning a Non-consolidated Subsidiary Company as defined in Article 2, item (vi) of the Ordinance on Consolidated Financial Statements) or an Affiliated Company (meaning an Affiliated Company as defined in item (vii) of that Article), to which Equity Method (meaning the Equity Method as defined in item (viii) of that Article) applies.

(2) The Miscellaneous Educational Institution to be specified by Cabinet Office Ordinance, as referred to in Article 1-3, item (vii) of the Cabinet Order, shall be a school with one-year or longer curriculum period, which has a course consisting of six hundred and eighty or longer class hours in total per year (in case where the school has categorized courses such as regular courses, specialized courses or any other similar courses, meaning the total class hours for each course; and such course shall be referred to as the "Specialized Course").

(3) The student to be specified by Cabinet Office Ordinance, as referred to in Article 1-3, item (vii) of the Cabinet Order shall be a student enrolled in the Specialized Course.

(Scope of Close Relationships)

Article 1-2-2 (1) The close relationship to be specified by Cabinet Office Ordinance, as referred to in Article 1-4, paragraph (2), item (i) of the Cabinet Order, shall be as follows:

(i) the relationship wherein two or more organizations are connected with each other, in the manner set forth in any of the following sub-items (a) to (c) inclusive:

(a) where one of the parties or its officer (meaning a director, executive officer, company auditor, representative or any other person who assumes a position similar to any of the aforementioned; hereinafter the same shall apply in this item) or employee assumes the position of an officer or employee of any of the other parties;

(b) where one of the parties or its representative is a relative (limited to a spouse, and relative by blood and relative by affinity within the third degree of kinship; hereinafter the same shall apply in this item) of any of the other parties or its representative;

(c) where one of the parties satisfies any of the following requirements, as the party which takes control over the business management of any of the other parties:

1. that the total number of voting rights (meaning voting rights as referred to in Article 2, paragraph (11) of the Act; hereinafter the same shall apply in this Part, Article 6, Chapter III of Part II (excluding Article 52-12-2), Chapters IV, VI and VII, Article 105, Article 105-6, Article 118, Chapter XI (excluding Article 210-10-2), Chapter XII (excluding Article 211-38 and Article 211-82), Part IV and Article 246) represented by shares or contributions in a party, which are held by any of the following parties having relationship with the other party, exceeds fifty percent of the voting rights of all shareholders or all contributors of the first-mentioned party:

i) such other party itself; i) such other party itself;

ii) in case where such other party is a juridical person or any other type of organization (hereinafter referred to as a "Juridical Person, etc." in this item), any its officers and Major Shareholders (meaning a holder of voting rights not less than ten percent of Voting Rights of All Shareholders in a Juridical Person, etc.; the same shall apply in iv)); ii) in case where such other party is a juridical person or any other type of organization (hereinafter referred to as a "Juridical Person, etc." in this item), any its officers and Major Shareholders (meaning a holder of voting rights not less than ten percent of Voting Rights of All Shareholders in a Juridical Person, etc.; the same shall apply in iv));

iii) a relative of a party specified in item (i) or (ii); iii) a relative of a party specified in item (i) or (ii);

iv) in cases where the Major Shareholder as set forth in ii) is a Juridical Person, etc., its officers; and its Associated Parent Juridical Person, etc. and officers thereof (the term "Associated Parent Juridical Person, etc." shall mean the Juridical Person, etc. in cases where it holds voting rights in excess of fifty percent the voting rights of all shareholders or contributors of another Juridical Person, etc.; and also including the Juridical Person, etc., in cases where the voting rights in excess of fifty percent of the voting rights all shareholders or all equity contributors in such Associated Parent Juridical Person, etc. are held by such Juridical Person, etc., or by such Juridical Person, etc. and its Associated Subsidiary Juridical Person, etc. (meaning the Juridical Person, etc., in cases where the voting rights in excess of fifty percent of its voting rights of all shareholders or contributors are held by another Juridical Person, etc.; and including the Juridical Person, etc., in cases where the voting rights in excess of fifty percent of its voting rights of all shareholders or contributors are held by the Associated Subsidiary Juridical Person, etc., or by such Associated Subsidiary Juridical Person, etc. and its Associated Subsidiary Juridical Person, etc.; the same shall apply in vi)); iv) in cases where the Major Shareholder as set forth in ii) is a Juridical Person, etc., its officers; and its Associated Parent Juridical Person, etc. and officers thereof (the term "Associated Parent Juridical Person, etc." shall mean the Juridical Person, etc. in cases where it holds voting rights in excess of fifty percent the voting rights of all shareholders or contributors of another Juridical Person, etc.; and also including the Juridical Person, etc., in cases where the voting rights in excess of fifty percent of the voting rights all shareholders or all equity contributors in such Associated Parent Juridical Person, etc. are held by such Juridical Person, etc., or by such Juridical Person, etc. and its Associated Subsidiary Juridical Person, etc. (meaning the Juridical Person, etc., in cases where the voting rights in excess of fifty percent of its voting rights of all shareholders or contributors are held by another Juridical Person, etc.; and including the Juridical Person, etc., in cases where the voting rights in excess of fifty percent of its voting rights of all shareholders or contributors are held by the Associated Subsidiary Juridical Person, etc., or by such Associated Subsidiary Juridical Person, etc. and its Associated Subsidiary Juridical Person, etc.; the same shall apply in vi));

v) in cases where any party specified in any of i) to iv) above is a holder of voting rights in excess of fifty percent of voting rights of all shareholders or all contributors in a Juridical Person, etc., such Juridical Person, etc. and its officers; v) in cases where any party specified in any of i) to iv) above is a holder of voting rights in excess of fifty percent of voting rights of all shareholders or all contributors in a Juridical Person, etc., such Juridical Person, etc. and its officers;

vi) an Associated Subsidiary Juridical Person, etc. of a Juridical Person, etc. specified in item v), and its officers; or vi) an Associated Subsidiary Juridical Person, etc. of a Juridical Person, etc. specified in item v), and its officers; or

vii) relatives of officers referred to in any of iv) to vi) above. vii) relatives of officers referred to in any of iv) to vi) above.

2. that the parties referred to in i) to vii) inclusive of 1., the persons who formerly served as officers of the party referred to in 1.i) (limited to the case where two years have not yet passed from the day when such person ceased to assume the position of officers), and the employees of the party referred to in 1.i) constitute the majority of officers or representing officers of the other party.

(ii) a relationship wherein the parties entrusted business and property management from two or more organizations are connected with each other, in the manner set forth in any of sub-items (a) to (c) of the preceding item; or

(iii) a relationship wherein one of two or more organizations is connected with a party entrusted business and property management from any of the rest of the organizations, in the manner set forth in any of sub-items (a) to (c) of item (i).

(2) The insurance contract to be specified by Cabinet Office Ordinance, as referred to in Article 1-4, paragraph (2), item (iv) of the Cabinet Order shall be an insurance contract which requires installment payment of insurance premiums or an insurance contract whose insurance term is longer than one year; and the insurance premiums to be specified by Cabinet Office Ordinance, as referred to in that item shall be the annualized insurance premiums.

(3) The provision of Article 13-5-2, paragraph (6) of the Cabinet Order shall apply mutatis mutandis to voting rights held by the person specified in 1., sub-item (c), item (i) of paragraph (1), in case where such provision applies.

(Individual's State of Catastrophic Illness)

Article 1-2-3 The individual's state to be specified by Cabinet Office Ordinance, as referred to in Article 1-6, paragraph (1), item (iii) of the Cabinet Order shall be as follows:

(i) state of disabilities which fall under the Class I or Class II as defined in the Appended Form No. 1 of the Ordinance for Enforcement of the Workers' Accident Compensation Insurance Act (Ordinance of the Ministry of Labor No. 22 of 1955), or any other state deemed equivalent to the aforementioned; and

(ii) state which fall under Article 1, paragraph (1), item (iv) or (v) of the Ordinance on Examination for Certification of Needed Long-Term Care by Certification Committee of Needed Long-Term Care and Criteria for Judgment (Ordinance of the Ministry of Welfare No. 58 of 1999).

(Requirements for Judgment of Existence of Fact Inferring Material Impact on Decisions on Financial and Business Policies of Company)

Article 1-2-4 The requirements to be specified by Cabinet Office Ordinance, as referred to in Article 2, paragraph (13) of the Act shall be the requirements set forth in Article 8, paragraph (6), item (ii), sub-items (a) to (e) inclusive of the Ordinance on Terminology, Forms, and Preparation Methods of Financial Statements, etc. (Ordinance of the Ministry of Finance No. 59 of 1963; hereinafter referred to as the "Ordinance on Financial Statements, etc.")

(Voting Rights Excluded from Voting Rights Held by Company or Voting Rights Holder)

Article 1-3 (1) The voting rights to be specified by Cabinet Office Ordinance which shall be excluded from voting rights excluded from those held by a company or a voting rights holder, as referred to in Article 2, paragraph (15) of the Act (including the cases where applied mutatis mutandis pursuant to Article 2-2, paragraph (2), Article 107, paragraph (8), Article 127, paragraph (2), Article 271-3, paragraph (2), Article 271-4, paragraph (5), Article 271-5, paragraph (4), Article 271-32, paragraph (3), Article 272-21, paragraph (2), Article 272-31, paragraph (5), Article 272-32, paragraph (3), Article 272-33, paragraph (2), Article 272-34, paragraph (2) and Article 272-42, paragraph (3) of the Act; and also including the cases where applied mutatis mutandis pursuant to Article 48-2, paragraph (2), Article 56, paragraph (10), Article 58, paragraph (5), Article 58-3, paragraph (3), Article 85, paragraph (2), Article 94, paragraph (4), Article 105, paragraph (3), Article 105-6, paragraph (3), Article 118, paragraph (3) and Article 210-7, paragraph (10) of this Cabinet Office Ordinance; the same shall apply in the following paragraph) shall be the voting rights represented by the following shares or equity interests:

(i) shares or equity interests owned by a Financial Instruments Business Operator (meaning a Financial Instruments Business Operator as defined in Article 2, paragraph (9) (Definitions) of the Financial Instruments and Exchange Act (Act No. 25 of 1948); the same shall apply hereinafter) and a foreign company engaged in Securities-Related Business (meaning Securities-Related Business as defined in Article 28, paragraph (8) (Definitions) of that Act; the same shall apply hereinafter), in the course of their respective businesses;

(ii) shares or equity interests acquired or owned as assets of an Investment LPS as defined in Article 2, paragraph (2) of the Limited Partnership Act for Investment (Act No. 90 of 1998), by way of becoming its limited partner (excluding the cases where the limited partner is entitled to exercise voting rights; where a limited partner is authorized to give instruction to the general partner of such Investment LPS as to exercise of the voting rights; and where the shares or equity interests are owned for the period longer than ten years after the day of acquisition of title thereto);

(iii) shares or equity interests acquired or owned as assets of a partnership established in accordance with a partnership contract as defined in Article 667, paragraph (1) (Partnership Contract) of the Civil Code (Act No. 89 of 1896) under which the parties thereto undertake to carry out business of investment in companies (limited to a partnership, the business operation of which is delegated to one or several partners), by way of becoming its partner (excluding a partner delegated business operation; hereinafter referred to as a "Non-Operating Partner" in this item)(excluding the cases where the Non-Operating Partner is entitled to exercise voting rights; where a Non-Operating Partner is authorized to give instruction on exercise of the voting rights to a partner delegated business operation; and where the shares or equity interests are owned for the period longer than ten years after the day of acquisition of title thereto); or

(iv) shares or equity interests approved by the Commissioner of the Financial Services Agency as being equivalent to the shares or equity interests set forth in the preceding two items.

(2) The voting rights represented by the shares or equity interests comprising trust property, which are designated by Cabinet Office Ordinance to be excluded from the voting rights which entitle the company or holder thereof, as a settlor or a beneficiary, to exercise or to give instruction on exercise thereof, as referred to Article 2, paragraph (15) of the Act, shall be the voting rights represented by the shares or equity interests, the exercise of which is instructed by said company as the Settlor Company of Investment Trust (meaning a Settlor Company of Investment Trust as defined in Article 2, paragraph (11) of the Act on Investment Trust and Investment Corporations (Act No. 198 of 1951); the same shall apply hereinafter), pursuant to the provision of Article 10 of that Act; and the voting rights represented by the shares or equity interests, the exercise of which are, in accordance with the provisions of the laws and regulations of the foreign state equivalent to Article 10 of that Act, instructed by said company as may be deemed equivalent to a Settlor Company of Investment Trust pursuant to the provision of the laws and regulations of a foreign state equivalent to such Act.

(3) When an Insurance Company intends to obtain an approval under item (iv) of paragraph (1), it shall submit to the Commissioner of the Financial Services Agency a written application for approval, with a written statement of reasons attached thereto.

(4) When the application for approval under the preceding paragraph is filed, the Commissioner of the Financial Services Agency shall examine whether the applicant Insurance Company is not entitled to exercise the voting rights represented by the shares or equity interests regarding which such application is filed, or to give instruction as to exercise thereof.

(Organization Equivalent to Juridical Person)

Article 1-4 An equivalent of a juridical person to be specified by Cabinet Office Ordinance, as referred to in Article 2-2, paragraph (1), item (i) of the Act shall be an association or foundation without juridical personality for which a representative person or an administrator has been appointed.

(Method of Consolidation of Financial Statements, etc.)

Article 1-5 (1) The companies required to prepare its financial statements or any other documents on a consolidated basis pursuant to the provisions of Cabinet Office Ordinance, as referred to in Article 2-2, paragraph (1), item (ii) of the Act, shall be a Company Submitting Consolidated Financial Statements as defined in Article 2, item (i) of the Ordinance on Consolidated Financial Statements.

(2) The number to be calculated in accordance with the formula to be provided by the Cabinet Office Ordinance, as referred to in Article 2-2, paragraph (1), item (ii) of the Act, shall be the amount derived by multiplying the number of Voting Rights of All Shareholders in an Insurance Company, etc. (meaning an Insurance Company or a Low-Cost, Short-Term Insurer; the same shall apply hereinafter), by the Specified Voting Rights Ratio (the "Specified Voting Rights" means the voting rights as defined in Article 2, paragraph (11) of the Act, excluding the voting rights represented by shares deemed as shares with voting rights pursuant to the provision of Article 879, paragraph (3) (Jurisdiction over a Special Liquidation Case) of the Companies Act (Act No. 86 of 2005), hereinafter the same shall apply in this paragraph; and the "Specified Voting Rights Ratio" means the number of Specified Voting Rights held in a single Insurance Company, etc., divided by the number of Specified Voting Rights of all shareholders in the Insurance Company, etc.), on the basis of the sum of the number of the Specified Voting Rights in the Insurance Company, etc. held by the company and the number of the Specified Voting Rights in the Insurance Company, etc. pertaining to the consolidated Companies, etc. (meaning Companies, as set forth in Article 2-2, paragraph (1), item (ii) of the Act; hereinafter the same shall apply in this Article to Article 1-7 inclusive) as referred to in the following items in accordance with the categories respectively set forth therein:

(i) a Subsidiary Company (meaning a Subsidiary Company as defined in Article 8, paragraph (3) of the Ordinance on Financial Statements, etc.) of the company: the number of Specified Voting Rights in such Insurance Company, etc. that are held by such Subsidiary Company

(ii) a party entitled to exercise, or deemed to have consented to exercise, the voting rights in such Insurance Company, etc., as referred to in Article 8, paragraph (6), item (iii) of the Ordinance on Financial Statements, etc.: the number of Specified Voting Rights in such Insurance Company, etc. held by such party

(iii) the company's Affiliated Company (meaning an Affiliated Company as set forth in Article 8, paragraph (5) of the Ordinance on Financial Statements, etc.) (excluding a party set forth in the preceding item): the number derived by multiplying the ratio of such Affiliated Company's net assets to the net assets belonging to such company, by the number of Specified Voting Rights in such Insurance Company, etc. held by such Affiliated Company.

(Companies, etc. in Close Relationship)

Article 1-6 (1) The Companies, etc. to be specified by Cabinet Office Ordinance, as referred to in Article 2-2, paragraph (1), item (iii) of the Act shall be as follows:

(i) another Company, etc., in cases where the majority of voting rights of all shareholders or contributors in such another Company, etc. are held by the Company, etc.; or

(ii) another Company, etc., in cases where such another Company, etc. holds the majority of the voting rights of all of the Company's shareholders or contributors.

(2) In the case referred to in the preceding paragraph, the voting rights held by a Company, etc. majority of whose voting rights of all shareholders or equity interest holders are held by another Company, etc. shall be deemed as voting rights held by such another Company, etc.

(3) The provision of Article 13-5-2, paragraph (6) of the Cabinet Order shall apply mutatis mutandis to voting rights held by the Company, etc. or another Company, etc. in the case where the preceding two paragraphs apply.

(Parties Equivalent to Company Subject to Standards for Consolidation)

Article 1-7 The parties to be specified by Cabinet Office Ordinance and the number to be calculated in accordance with Cabinet Office Ordinance, as referred to in Article 2-2, paragraph (1), item (vii) of the Act shall be the number set forth in the following items, in accordance with the categories of the parties as respectively set forth therein:

(i) a holder of a voting rights not less than the Major Shareholder Threshold of an Insurance Holding Company, etc. (meaning an Insurance Holding Company or a Low-Cost, Short-Term Insurance Holding Company (meaning a Low-Cost, Short-Term Insurance Holding Company as set forth in Article 272-37, paragraph (2) of the Act; the same shall apply hereinafter); hereinafter the same shall apply in this Article) (including the parties referred to in Article 2-2, paragraph (1), item (i) of the Act; and excluding the parties referred to in items (ii) to (vi) inclusive of that paragraph) : the number derived by dividing the number of voting rights in the Insurance Holding Company, etc. held by such holder by the number of voting rights of all shareholders of such Insurance Holding Company, etc., then multiplying such number by the number of the voting rights of all shareholders of an Insurance Company, etc. which is the Subsidiary Company of such Insurance Holding Company, or, the sum of the number of voting rights in an Insurance Company, etc. which is the Subsidiary Company of such Insurance Holding Company, etc. held by such holder, such Insurance Holding Company, etc. or a Subsidiary Company, etc. (meaning a Subsidiary Company, etc. as defined in Article 271-24, paragraph (1) of the Act in case of an Insurance Holding Company; or, meaning a Subsidiary Company, etc. as defined in Article 272-40, paragraph (1) of the Act in case of a Low-Cost, Short-Term Insurance Holding Company; the same shall apply in the following item) of such Insurance Holding Company, etc., whichever is smaller;

(ii) The person who falls under the items of Article 2-2, paragraph (1), items (ii) to (vi) inclusive of the Act, given that these provisions are applied by replacing the terms "Insurance Company, etc." to "Insurance Holding Companies, etc." (excluding the persons set forth in the relevant item and the person set forth in the preceding paragraph): the lesser of the following amounts: the number of the voting rights as set forth in the relevant items divided by the number of voting rights of all shareholders of the Insurance Holding Company, etc. which has issued the shares representing the voting rights, and multiply such number by the number of voting rights held by all shareholders of the Insurance Company, etc. which is a Subsidiary Company of such Insurance Holding Company, etc.; or the number the sum of the voting rights in Insurance Company, etc. which is the Subsidiary Company of the Insurance Holding Company, etc. held by the relevant party, the Companies, etc. consolidated with such party, Companies, etc. belonging to the corporate group (meaning the corporate group as set forth in item (iii) of that paragraph), Companies, etc. or individuals persons whose voting rights are added when calculating the Aggregate Voting Rights (meaning the Aggregate Voting Rights as set forth in item (v) of that paragraph) of that party, or Joint Holder of such party (meaning the Joint Holder as set forth in item (vi) of that paragraph; the same shall apply in Article 208), said Insurance Holding Company, etc. or its Subsidiary Companies, etc.;

(Attachment of Japanese Translation)

Article 2 In cases where, due to any special circumstance, it is impossible to prepare the Japanese version of any document required to be submitted to the Prime Minister, the Commissioner of the Financial Services Agency, Director-General of Local Finance Bureau or Director-General of the Fukuoka Local Finance Branch Bureau (hereinafter referred to as the "Prime Minister or Other Official" in the following Article, Article 244 and Article 246) pursuant to the provisions of the Act, the Cabinet Order or this Cabinet Office Ordinance, a Japanese translation thereof shall be attached thereto.

(Conversion of Foreign Currency)

Article 3 In cases where any document required to be submitted to the Prime Minister or Other Official under the Act, the Cabinet Order or this Cabinet Office Ordinance contains any document with description of the amount in a foreign currency, the amount converted into the Japanese currency and the conversion rates used for such conversion shall be stated therein.

Part II Insurance Company, etc.

Chapter I General Rules

(Causes Similar to Sickness, etc.)

Article 4 The causes to be specified by Cabinet Office Ordinance, as referred to in Article 3, paragraph (4), item (ii), sub-item (d) of the Act shall be as follows:

(i) parturition, and state of human body caused by the parturition;

(ii) state of human body requiring constant nursing care, directly resulted from senility; and

(iii) donation of bone marrow, and state of human body caused by the donation.

(Activities Similar to Medical Treatment)

Article 5 The activities to be specified to Cabinet Office Ordinance, as referred to in Article 3, paragraph (4), item (ii), sub-item (e) of the Act shall be as follows:

(i) midwifery performed by a midwife as defined in Article 3 (Definitions) of the Act on Public Health Nurses, Midwives and Nurses (Act No. 203 of 1948);

(ii) therapies performed by a judo therapist as defined in Article 2 (Definitions) of the Judo Therapists Act (Act No. 19 of 1970);

(iii) therapies to be performed by a massage and finger pressure therapists, acupuncture therapists or moxacauterization therapists as defined in the Act on Practitioners of Massage, Finger Pressure, Acupuncture and Moxacauterization, etc. (Act No. 217 of 1947)(limited to therapies performed in accordance with the instructions from medical doctors)

(Documents to be Attached to Written Application for License)

Article 6 (1) The documents to be specified by Cabinet Office Ordinance, as referred to in Article 4, paragraph (2) of the Act, shall be as follows:

(i) a written statement of reasons;

(ii) a certificate of registered matters of the company;

(iii) the minutes of organizational meeting, if such meeting was called (in cases where, pursuant to the provision of Article 82, paragraph (1) (Omission of Resolution of Organizational Meetings) of the Companies Act, the resolution of an organizational meeting is deemed to have been adopted, a document certifying that the case referred to in such provision is applicable to the company; the same shall apply hereinafter)(or, in cases where the Insurance Company has been incorporated through a share transfer (including share transfer on entity conversion as set forth in Article 96-8, paragraph (1) of the Act) or through company split, the minutes of the relevant shareholders meeting (in cases where, pursuant to the provision of Article 319, paragraph (1) (Omission of Resolution of Shareholders Meetings) of the Companies Act, a resolution of a shareholders meeting is deemed to have been made, a document certifying that the case referred to in such provision is applicable to the company; the same shall apply hereinafter) or any other document certifying that necessary procedures have been implemented);

(iv) business plan;

(v) the latest daily accounts sheet or any other document disclosing the current status of properties and profits and losses;

(vi) resumés of directors and company auditors (if the company is a company with committees (meaning a company with committees as set forth in Article 4, paragraph (1), item (iii) of the Act; the same shall apply hereinafter), resumés of directors and executive officers);

(vii) if the company is a company with accounting advisors (meaning a company with accounting advisors as set forth in Article 53-18, paragraph (1) of the Act; the same shall apply hereinafter), resumé of its accounting advisors (if any accounting advisor is a juridical person, a document describing its background and the resumé of a member who is to perform the duties of such juridical person; the same shall apply hereinafter);

(viii) a document describing the trade name or name of major shareholders and the number of voting rights held by such major shareholders (if the company is a mutual company, a list of its prospective members);

(ix) a document describing the status of maintenance of employees with knowledge and experience related to business of an Insurance Company;

(x) in cases where the party seeking a license under Article 3, paragraph (1) of the Act has any Subsidiary Company, etc. (meaning a Subsidiary Company, etc. as defined in the first sentence of Article 97-2, paragraph (3) of the Act; hereinafter the same shall apply in this item and Article 10-2, item (v)), the following documents:

(a) a document describing the name of such Subsidiary Company, etc. and the location of its principal business office or principal office;

(b) a document describing the job titles and names of the officers of such Subsidiary Company, etc. (in cases where any of its officer is a juridical person, the officers shall include a person to perform the duties of such juridical person);

(c) a document describing the contents of business of such Subsidiary Company, etc.;

(d) the latest balance sheet (including the notes in reference thereto; the same shall apply hereinafter), profit and loss statement (including the notes in reference thereto; the same shall apply hereinafter), and the statement of changes in shareholders' equity (including the notes in reference thereto; the same shall apply hereinafter) of the Subsidiary Company, etc., and any other document disclosing the current status of its business, properties, and profits and losses; and

(e) a document describing the prospect on business, properties, and profits and losses of the party seeking the license under Article 3, paragraph (1) of the Act as well as its Subsidiary Company, etc.

(xi) in cases where the insurance regarding which the license application is filed covers any insurance contract (excluding an insurance contracts whose insurance period is one year or shorter (excluding the insurance contracts with a special agreement not to revise the insurance premiums rate upon the renewal of such contract); and also excluding Injury insurance Contract as set forth in Article 212, paragraph (1), item (v) and any other types of insurance contracts providing for the payment of any other similar benefits; hereinafter the same shall apply in this Article, Article 11, item (vii), Article 53, paragraph (1), items (vii)-2 and (vii)-3, Article 118, paragraph (1), item (vi), Article 179, paragraph (1), item (vii) and Article 243) for the Third-Sector Insurance (meaning the insurance as set forth in Article 3, paragraph (4), item (ii) or paragraph (5), item (ii) of the Act (hereinafter referred to as the "Third-Sector Primary Insurance" in this item), or the insurance as set forth in Article 3, paragraph (5), item (i) which falls under the reinsurance for the Third-Sector Primary Insurance, whereby all insurance liabilities under the Primary Insurance Contracts (meaning the insurance contracts which do not reinsurance contracts; the same shall apply in Article 33, paragraph (3), items (i) and (iii), and in Article 53, paragraph (1), item (viii)) are transferred, and for which the Policy Reserve equivalent to the entire insurance liability is to be provided; the same shall apply hereinafter), a written opinion stating the results of the actuary's verification that the matters stated in the documents specified in Article 4, paragraph (2), item (iv) of the Act which relate to the contract for Third-Sector Insurance are reasonable and adequate in terms of the actuarial standards; and

(xii) any other document describing information which would be informative for implementation of the examination under Article 5, paragraph (1) of the Act.

(2) In a business plan as referred to in item (iv) of the preceding paragraph, insurance solicitation plan, prospect on income and expenditure, and information which would serve the basis thereof.

(3) In cases where a stock company which is not an Insurance Company submits a written application for license under Article 4, paragraph (1) so as to carry out the Insurance Business by amending its prior business purposes, the documents to be specified by Cabinet Office Ordinance, as referred to in paragraph (2) of that Article shall be the following documents, in addition to the documents specified in paragraph (1) (excluding the portion pertaining to item (iii)):

(i) minutes of shareholders meeting resolving that it will engage in insurance business by amending its prior business purposes;

(ii) the articles of incorporation before the amendment, and documents identifying the natures of transactions already in effect as of the time of the application of license; and

(iii) the latest balance sheet, profit and loss statement and the statement of changes in shareholders' equity, etc.

(Procedures for License Application)

Article 7 (1) For submitting a written application for license under Article 4, paragraph (1) of the Act as well as its attachments, an original thereof shall be submitted to the Prime Minister via the Commissioner of the Financial Services Agency.

(2) A party seeking a license under Article 3, paragraph (1) of the Act or a party intending to incorporate a stock company or a mutual company engaged in insurance business regarding which a license under that paragraph is sought may make an application for the preliminary examination, by way of submitting to the Prime Minister, via the Commissioner of the Financial Services Agency, documents equivalent to those provided for in Article 4 of the Act.

(Matters to be Stated in Statement of Business Procedures)

Article 8 (1) An applicant of license under Article 3, paragraph (1) of the Act (hereinafter referred to as a "License Applicant" in this Article to Article 10 inclusive) shall state the following matters in the documents as referred to in Article 4, paragraph (2), item (ii) of the Act:

(i) scope of the insured or the insurance purposes, and categories of types of insurances (including reinsurances);

(ii) the matters concerning insurance amount and insurance period;

(iii) the matters concerning determination of the insured or the purposes of insurance; and the matters concerning the procedures for conclusion of insurance contracts;

(iv) the matters related to receiving of insurance premiums; and the matters related to payment of insurance money and refunds including insurance premiums refunds;

(v) the matters to be stated in insurance policy certificate, application for insurance contracts, and documents to be attached thereto;

(vi) the matters concerning special provisions under insurance contracts;

(vii) the matters concerning loan to be granted under policy conditions; and

(viii) the matters concerning treatment in cases of modification to insurance amount, insurance types or insurance period.

(2) In cases where a License Applicant creates a Special Account (meaning a special account to be created pursuant to the provision of Article 118, paragraph (1) of the Act; hereinafter the same shall apply in this Chapter to Chapter V inclusive), such applicant shall, in addition to the matters set forth in the items of the preceding paragraph, state the following matters; provided, however, that if the insurance contract for which a Special Account is to be created falls under the cases set forth in the sub-items (a) to (n) inclusive of Article 83, item (i), it shall not be required to state the matters set forth in item (iii).

(i) a type of the insurance contract for which a Special Account is to be created;

(ii) types of properties in the Special Account, and the appraisal method therefor; and

(iii) the day when insurance premiums, in whole or in part, are transferred to the Special Account.

(3) In cases where a License Applicant creates a Accumulation Account (meaning an account created pursuant to the provision of Article 30-3, paragraph (1) (including the cases where applied mutatis mutandis pursuant to Article 63); hereinafter the same shall apply in this paragraph and Article 11), such applicant shall, in addition to the matters set forth in the items of paragraph (1), state the following matters:

(i) a type of insurance contract for which a Accumulation Account is to be created;

(ii) insurance premiums whose accounting is to be managed in the Accumulation Account; and

(iii) types of properties in the Accumulation Account, and the appraisal method therefor.

(Matters to be Stated in General Policy Conditions)

Article 9 A License Applicant shall state the following matters in the document set forth in Article 4, paragraph (2), item (iii) of the Act:

(i) causes of payment of insurance money;

(ii) causes which render an insurance contract invalid;

(iii) causes which release the insurer from its obligations under the insurance contract;

(iv) method of specifying the scope of the insurer's obligations, and the timing for the performance thereof;

(v) disadvantage which may be suffered by a policyholder or an insured as a result of its failure in performance of the obligations under the policy conditions;

(vi) grounds which give rise to cancellation of an insurance contract in whole or part, and the rights and obligations of the parties if the cancellation is effected; and

(vii) in cases where any person is entitled to receive Policy Dividend (meaning Policy Dividend as set forth in Article 114, paragraph (1) of the Act; hereinafter the same shall apply in this Chapter to Chapter V inclusive and in Chapter XII) or distribution of surplus to members, the scope of such entitlement.

(Matters to be Stated in Statement of Calculation Procedures for Insurance Premiums and Policy Reserve)

Article 10 A License Applicant shall state in the document referred to in Article 4, paragraph (2), item (iv) of the Act the following matters: the matters set forth in items (i) to (vi) inclusive and item (viii), in case of an application for life insurance business license under Article 3, paragraph (4) of the Act; or the matters set forth in items (i) to (iv) inclusive and items (vi) to (viii) inclusive (as for item (iii), limited to an insurance contract for which an insurance premiums reserve is to be calculated or for which refund reserve is to be set aside; as for item (iv), limited to an insurance contract wherein surplus or Policy Dividend is to be distributed to members; or as for item (vi), limited to an insurance contract for which insurance premiums reserve is to be calculated), in case of an application for non-life insurance business license under Article 3, paragraph (5) of the Act.

(i) the matters related to the method for calculation of insurance premiums (in cases where the method requires a coefficient which serves the basis of such calculation, such coefficient shall be included);

(ii) the matters related to the method of calculation (in cases where the method requires a coefficient which serves the basis of such calculation, such coefficient shall be included) of Policy Reserves (meaning policy reserves as set forth in Article 116, paragraph (1) of the Act; hereinafter the same shall apply in this Chapter to Chapter VIII inclusive);

(iii) the matters related to the method and basis of calculation of the amount of refunds or any other amount to be calculated based upon the amount to be reserved for the insured (hereinafter referred to as the "Policyholder Value");

(iv) the matters related to the method of calculation of the members' dividend reserve as set forth in Article 30-5, paragraph (1), item (i) or policy dividend reserve as set forth in Article 64, paragraph (1), and distribution of surplus to members or Policy Dividend;

(v) the matters related to posting of uncollected insurance premiums;

(vi) the matters related to calculation methods applied in the case of modification to the insurance amount, insurance type or insurance period;

(vii) the matters related to Net Insurance Premiums (meaning the portion of insurance premiums which is expected to be allocated for future payment of insurance money; the same shall apply in Article 122 and Article 211-6); and

(viii) any other matters necessary in relation to actuarial matters.

(License Examination)

Article 10-2 When the Prime Minster conduct an examination under Article 5, paragraph (1) of the Act which pertains to the license application under Article 3, paragraph (1) of the Act, he/she shall pay due regards to the following circumstances:

(i) in cases where the category of the license for which the application is filed is a life insurance business license as set forth in Article 3, paragraph (4) of the Act, that the applicant is expected to generate current net income or current net surplus in a single business year before the elapse of tenth business year after commencement of its business;

(ii) in cases where the category of the license for which the application is filed is a non-life insurance business license as set forth in Article 3, paragraph (5) of the Act, that the applicant is expected to generate current net income or current net surplus in a single business year before the elapse of fifth business year after commencement of its business;

(iii) that, after the license is granted, the applicant is expected to maintain the benchmark for the soundness of its business management at an appropriate level;

(iv) that the matters set forth in the documents prescribed in Article 4, paragraph (2), item (i) of the Act as attached to the written application for registration are adequate for securing the applicant's sound and proper business operation; and

(v) that the applicant and its Subsidiary Company, etc. are expected to demonstrate sound income and expenditure results.

(Criteria for Examination of Statement of Business Procedures)

Article 11 The criteria to be specified by Cabinet Office Ordinance, as referred to in Article 5, paragraph (1), item (iii), sub-item (e) of the Act shall be as follows:

(i) that the terms and conditions of the insurance contract appropriately match the needs and convenience of Policyholders, etc. (meaning Policyholders, etc. as defined in Article 5, paragraph (1), item (iii), sub-item (a) of the Act; the same shall apply hereinafter);

(ii) that, in connection with the procedures for conclusion of an insurance contract (including the modification to contracts which requires a consent from the insured; hereinafter the same shall apply in this Article) or the procedures for designation or modification as prescribed in Article 677, paragraph (1) of the Commercial Code (Act No. 48 of 1899)(including the cases where applied mutatis mutandis pursuant to Article 664 of that Act, as further applied mutatis mutandis pursuant to Article 683, paragraph (1) of that Act), the method of obtaining consent regarding an insurance contract as set forth in Article 674 of that Act (including the cases where applied mutatis mutandis pursuant to Article 664 of that Act, as further applied mutatis mutandis pursuant to Article 683, paragraph (1) of that Act; and also including the case where it is applied mutatis mutandis pursuant to Article 677, paragraph (2) of that Act (including the case where applied mutatis mutandis pursuant to Article 664 of that Act, as further applied mutatis mutandis pursuant to Article 683, paragraph (1) of that Act)) is the method whereby the written consent of the insured is obtained or any other method equivalent thereto, and that such method of obtaining consent is clearly defined;

(ii)-2 that, in cases where the application of or any other procedures for conclusion of an insurance contract to be handled by the use of devices connected to telecommunication lines made available for information processing, adequate measures are implemented so as to secure protection of Policyholders, etc. and appropriate business operation, in relation to identify confirmation of the applicants of insurance contracts, checking of physical conditions of the insured (excluding the case where the insured cannot be identified at the time of conclusion of the insurance contract), explanation of contract terms and conditions, information management and any other aspects as may be required for implementation of such procedures;

(iii) that the method of disclosure of information on surrender value of an insurance contract is appropriate and bears no risk of negative impact on protection of Policyholders, etc., and that such method is clearly defined;

(iii)-2 that, in case of any of the following insurance contracts regarding which the Revocation, etc. of application as referred to in Article 309, paragraph (1) of the Act is unacceptable due the ground of falling under any of the cases specified in Article 45, items (i) to (iv) inclusive of the Cabinet Order, such insurance contract shall provide for an option for a Special Early Cancellation (meaning a cancellation of an insurance contract regarding which, for the purpose of calculation of the surrender value payable to the policyholders, the deduction from the Policyholder Value is treated as zero and the contract expenses deducted from the insurance premiums is added to the Policyholder Value, only for the period until the elapse of certain number of days not less than ten days counting from the execution date of the insurance contract or the dates close to it; the same shall apply in Article 53-12); provided, however, this shall not apply to the case where the Revocation, etc. of the application is unacceptable on the ground of falling under any of the cases as specified in Article 309, paragraph (1), items (ii) to (v) inclusive of the Act or in Article 45, items (v) to (viii) inclusive of the Cabinet Order; or where the insurance contract contains a provision that the Insurance Company accepts the Revocation, etc. of the application if any of the cases specified in Article 45, items (i) to (iv) inclusive of the Cabinet Order applies);

(a) insurance contracts as set forth in the items of Article 74;

(b) an insurance contract (excluding the insurance contracts as referred to in sub-item (a) above) which entails potential risk that the surrender value may fall short of the total amount of insurance premiums, as a result of a fluctuation in indicators such as interest rate, value of currencies or quotations on the Financial Instruments Market (meaning the Financial Instruments Market as defined in Article 2, paragraph (14) of the Financial Instruments and Exchange Act; the same shall apply hereinafter);

(c) an insurance contract (excluding the insurance contracts referred to in sub-item (a) or (b) above) under which the amount of insurance money, refunds or any other benefits (hereinafter referred to as "Insurance Money, etc.") are indicated in foreign currencies;

(iv) that, in cases where the insurance as set forth in Article 3, paragraph (4), item (i) or (ii) of the Act is to be underwritten, the criteria for payment and the maximum limitation of the insurance money are adequate;

(v) that, in case of an insurance contract for which a Special Account or an Accumulation Account is to be created, the structures for investment of the properties in such accounts are adequate;

(vi) that the measures are clearly prescribed so that the documents specified in Article 53, paragraph (1), items (i) to (iv) inclusive shall be furnished to a Policyholder, etc. and that signature or seals in acknowledgment of the receipt of such documents by such Policyholder, etc. shall be obtained;

(vii) that, in case of an insurance contract regarding which the Insurance Company undertakes that insurance premiums rate or any other terms and conditions thereunder may be modified (including addition to or deletion of the terms and conditions thereunder, and also including whole or partial cancellation thereof), in whole or in part, any of the following requirements is met;

(a) that, in cases where any of the terms and conditions under the insurance contract are subject to any modification, the requirement, the provision subject to modification, the details of the modification, and the timing for informing the policyholder of such change are clearly defined; in such case, if, in connection with the contracts for Third-Sector Insurance, the provision on the Right to Modification of Base Rate (meaning the right to effect any modification to the amount of insurance premiums or the amount of insurance money by amending the incidence rate of insured events which served the basis of calculation of insurance premiums as of the time of conclusion of the insurance contract (hereinafter referred to as the "Assumed Incidence Rate"), due to the reason that the Actual Incidence Rate of insured events (hereinafter referred to as "Actual Incidence Rate") deviates or will likely deviate from the estimation as of the time of conclusion of the insurance contract; the same shall apply hereinafter) is to be stated in the document as set forth in Article 4, paragraph (2), item (iii) of the Act, the criteria for judgment of eligibility for application of the recognition under Article 123, paragraph (1) of the Act which pertains to the exercise of such Right to Modification of Base Rate (referred to be "Criteria for Exercise of Right to Modification of Base Rates" in Article 53, paragraph (1), items (vii)-2 and (vii)-3) is clearly defined based on the indicator reflecting the figure of the Actual Incidence Rate against the Assumed Incidence Rate;

(b) that, in cases where the Insurance Company notifies the policyholder of any amendment to the terms and conditions under the insurance contract, the policyholder may effect non-retroactive cancellation of the insurance contract without suffering any disadvantage.

(Criteria for Examination of Statement of Calculation Procedures for Insurance Premiums and Policy Reserve)

Article 12 The criteria to be specified by Cabinet Office Ordinance, as referred to in Article 5, paragraph (1), item (iv), sub-item (c) of the Act shall be as follows:

(i) that the calculation of the Policyholder Value is not unreasonably disadvantageous to the Policyholder, etc.;

(ii) that, with regard to the matters specified in the document (excluding the portion pertaining to the insurance premiums), a specific party is not treated in an unreasonably discriminatory manner; and

(iii) that, in cases where the automobile driving insurance (excluding automobile damage liability insurance as defined in Article 5 (Compulsory Conclusion of Contract for Liability Insurance or Liability Mutual Aid Insurance) of the Automobile Liability Security Act (Act No. 97 of 1955) is to be underwritten, such insurance shall satisfy all of the following requirements;

(a) that, in cases where a risk factor is to be used for the purpose of calculation of net insurance premiums rate, such risk factor shall be one or more of the following factors:

1. age;

2. sex;

3. driving history;

4. purpose of use of automobile, such as business use or personal use;

5. status of use of automobile, such as driving distance per year;

6. districts;

7. automobile type;

8. whether the automobile is equipped with safety device; and

9. the number of automobiles owned.

(b) that the disparity of net insurance premiums rate based on the risk factors as set forth in sub-item (a) above is defined in conformity with the statistics and actuarial science;

(c) that the net insurance premiums rate pertaining to age, sex and district as set forth in sub-item (a) above satisfy the requirements as set forth in the left columns of the Appended Form hereto, in accordance with the categories as respectively set forth in the right columns;

(ii) that, if the documents as set forth in Article 4, paragraph (2), item (iv) of the Act contains the description that the insurance premiums is subject to modification to the certain extent within the proximity of the insurance premiums for which the license has been granted, the maximum and minimum limit of such range shall be the amount of insurance premiums for which the license has been granted, plus or less 1.25 percent of such amount, respectively.

(Trade Name or Name)

Article 13 (1) The characters to be specified by Cabinet Office Ordinance denoting that the company is an Insurance Company, as referred to in Article 7, paragraph (1) of the Act, shall be the characters, "Life Insurance."

(2) The characters to be specified by Cabinet Office Ordinance denoting that the company is a Non-Life Insurance Company, as referred to in Article 7, paragraph (1) of the Act, shall be as follows:

(i) fire insurance;

(ii) marine insurance;

(iii) injury insurance;

(iv) automobile insurance;

(v) reinsurance; and

(vi) non-life insurance.

(3) A Non-Life Insurance Company may use any of the characters set forth in the items of the preceding paragraph in its trade name or name, in order to suffice the requirements.

Article 14 Deleted

(Application for Authorization on Directors' Concurrent Holding of Positions at Other Companies)

Article 14-2 (1) In cases where a director (an executive officer, in case of a company with committees; the same shall apply in the following paragraph) engaged in the ordinary business of an Insurance Company intends to obtain an authorization under Article 8, paragraph (1) of the Act, he/she shall submit the written application for authorization with the following documents attached thereto, and submit them to the Commissioner of the Financial Services Agency via such Insurance Company; provided, however, that in cases where the other company at which he/she intends to engage in ordinary business falls under the category of an Insurance Company or a Foreign Insurance Company, etc., it shall be required to attach the document set forth in item (v).

(ii) a written statement of reasons;

(ii) resumé;

(iii) a document describing the method of handling ordinary business of the Insurance Company and such other company;

(iv) a document describing the relationships, such as transactions, between the Insurance Company and such other company;

(v) articles of incorporation (including any rules equivalent thereto) of such other company; the latest balance sheet, profit and loss statement, business report and statement of changes in shareholders' equity, etc. (in case of a mutual company, a document on disposition of surplus and treatment of loss and a statement of changes in funds, etc. (including the notes in reference thereto; the same shall apply hereinafter)); as well as any other document disclosing the matters related to the current status of business, properties, and profits and losses; and

(vi) a document containing any other matters which would serve as reference information.

(2) When the application for authorization under the preceding paragraph is filed, the Commissioner of the Financial Services Agency shall examine whether it is unlikely that the assumption of dual positions for which the application for the authorization is filed will give rise to any negative impact on the director's engagement in the ordinary business of the Insurance Company.

Chapter I-2 Electromagnetic Records, Electromagnetic Methods, etc.

(Electromagnetic Records)

Article 14-3 The records to be specified by Cabinet Office Ordinance, as referred to in Article 4, paragraph (3) (including the cases where applied mutatis mutandis pursuant to Article 272-2, paragraph (3) of the Act) and Article 176 of the Act, shall be the file storing information, which shall be prepared with any object enabling secure storage of certain information through magnetic disks or any other means equivalent thereto.

(Method to Indicate Information Stored in Electromagnetic Records)

Article 14-4 The methods to be specified by Cabinet Office Ordinance, as referred to in the following provisions, shall be the displaying of the information stored in the Electromagnetic Records (meaning the Electromagnetic Record as set forth in Article 4, paragraph (3) of the Act; the same shall apply hereinafter) on the paper or onto the screen.

(i) Article 16, paragraph (2), item (iii) of the Act (including the cases where applied mutatis mutandis pursuant to Article 57, paragraph (4) of the Act);

(ii) Article 17-4, paragraph (2), item (iii) of the Act (including the cases where applied mutatis mutandis pursuant to Article 57, paragraph (4) of the Act);

(iii) Article 26, paragraph (2), item (iii);

(iv) Article 74, paragraph (7), item (ii) (Proxy Voting), Article 76, paragraph (5) (Voting by Electromagnetic Method) and Article 81, paragraph (3) (Minutes) of the Companies Act, as applied mutatis mutandis pursuant to Article 30-8, paragraph (6) of the Act;

(v) Article 32-2, paragraph (3), item (ii);

(vi) Article 310, paragraph (7), item (ii) (Proxy Voting), Article 312, paragraph (5) (Voting by Electromagnetic Method), Article 318, paragraph (4), item (ii) (Minutes) and Article 319, paragraph (3), item (ii) (Omission of Resolution of Shareholders Meetings) of the Companies Act, as applied mutatis mutandis pursuant to Article 41, paragraph (1) of the Act;

(vii) Article 310, paragraph (7), item (ii) (Proxy Voting) of the Companies Act, as applied mutatis mutandis pursuant to Article 44-2, paragraph (3) of the Act (including the cases where applied mutatis mutandis pursuant to Article 77, paragraph (6) of the Act);

(viii) Article 312, paragraph (5) (Voting by Electromagnetic Method) and Article 318, paragraph (4), item (ii) (Minutes) of the Companies Act, as applied mutatis mutandis pursuant to Article 49, paragraph (1) of the Act;

(ix) Article 371, paragraph (2), item (ii) (Minutes) of the Companies Act, as applied mutatis mutandis pursuant to Article 53-16 of the Act;

(x) Article 374, paragraph (2), item (ii) (Authority of Accounting Advisors) and Article 378, paragraph (2), item (iii) (Keeping and Inspection of Financial Statements by Accounting Advisors) of the Companies Act, as applied mutatis mutandis pursuant to Article 53-17 of the Act;

(xi) Article 394, paragraph (2), item (ii) (Minutes) of the Companies Act, as applied mutatis mutandis pursuant to Article 53-21 of the Act (including the cases where applied mutatis mutandis pursuant to Article 394, paragraph (3) of the Companies Act, as further applied mutatis mutandis pursuant to Article 53-21 of the Act);

(xii) Article 53-22, paragraph (2), item (ii);

(xiii) Article 413, paragraph (2), item (ii) (Minutes) of the Companies Act, as applied mutatis mutandis pursuant to Article 53-28, paragraph (6) of the Act;

(xiv) Article 54-8, paragraph (3), item (iii) of the Act;

(xv) Article 684, paragraph (2), item (ii) (Keeping and Making Available for Inspection of Bond Registry) of the Companies Act, as applied mutatis mutandis pursuant to Article 61-5 of the Act;

(xvi) Article 731, paragraph (3), item (ii) (Minutes) of the Companies Act, as applied mutatis mutandis pursuant to Article 61-8, paragraph (2) of the Act;

(xvii) paragraph (3), item (iii) and paragraph (5), item (iii) of Article 69-2 of the Act;

(xviii) Article 74, paragraph (7), item (ii) of the Companies Act (Proxy Voting) of the Companies Act as applied mutatis mutandis pursuant to Article 74, paragraph (3) of the Act;

(ixx) Article 76, paragraph (5) (Voting by Electromagnetic Method) and Article 81, paragraph (3), item (ii) (Minutes) of the Companies Act, as applied mutatis mutandis pursuant to Article 74, paragraph (3) of the Act (including the cases where applied mutatis mutandis pursuant to Article 77, paragraph (6) of the Act);

(xx) Article 82, paragraph (3), item (iii) of the Act (including the cases where applied mutatis mutandis pursuant to Article 96-15 of the Act);

(xxi) paragraph (3), item (iii) and paragraph (5), item (iii) of Article 87 of the Act;

(xxii) Article 791, paragraph (3), item (iii) (Keeping and Inspection, etc. of Documents, etc. Concerning an Absorption-type Company Split or Share Exchange) of the Companies Act as applied mutatis mutandis pursuant to paragraph (4) of that Article, as further applied mutatis mutandis pursuant to Article 96-5, paragraph (3) of the Act;

(xxiii) Article 794, paragraph (3), item (iii) (Keeping and Inspection, etc. of Documents, etc. Concerning an Absorption-type Merger Agreement, etc.) of the Companies Act as applied mutatis mutandis pursuant to Article 96-5, paragraph (3) of the Act;

(xxiv) Article 811, paragraph (4), item (iii) (Keeping and Inspection, etc. of Documents, etc. Concerning an Absorption-type Merger, etc.) of the Companies Act, as applied mutatis mutandis pursuant to paragraph (6) of that Article, as applied mutatis mutandis pursuant to Article 96-5, paragraph (3) of the Act;

(xxv) Article 803, paragraph (3), item (iii)(Keeping and Inspection, etc. of Documents, etc. Concerning a Consolidation-type Merger Agreement, etc.) of the Companies Act, as applied mutatis mutandis pursuant to Article 96-9, paragraph (4) of the Act;

(xxvi) Article 801, paragraph (3), item (iii) (Keeping and Inspection, etc. of Documents, etc. Concerning an Incorporation-type Company Split or Share Transfer) of the Companies Act, as applied mutatis mutandis pursuant to paragraph (4) of that Article, as applied mutatis mutandis pursuant to Article 96-9, paragraph (4) of the Act;

(xxvii) Article 815, paragraph (4), item (iii) (Keeping and Inspection, etc. of Documents, etc. Concerning a Consolidation-type Merger Agreement, etc.) of the Companies Act, as applied mutatis mutandis pursuant to paragraph (6) of that Article, as applied mutatis mutandis pursuant to Article 96-9, paragraph (4) of the Act;

(xxviii) Article 156-2, paragraph (2), item (iii) of the Act;

(xxix) Article 165-2, paragraph (2), item (iii) of the Act;

(xxx) Article 165-9, paragraph (2), item (iii) of the Act;

(xxxi) Article 165-13, paragraph (3), item (iii) of the Act (including the cases where applied mutatis mutandis pursuant to Article 165-14, paragraph (3) of the Act);

(xxxii) Article 165-15, paragraph (2), item (iii) of the Act;

(xxxiii) Article 165-19, paragraph (2), item (iii) of the Act;

(xxxiv) Article 165-21, paragraph (3), item (iii) of the Act (including the cases where applied mutatis mutandis pursuant to Article 165-22, paragraph (3) of the Act);

(xxxv) Article 166, paragraph (3), item (iii) of the Act;

(xxxvi) Article 371, paragraph (2), item (ii) (Minutes, etc.) of the Companies Act as applied mutatis mutandis pursuant to Article 180-15 of the Act;

(xxxvii) Article 496, paragraph (2), item (iii) (Keeping and Inspection of Balance Sheet) of the Companies Act, as applied mutatis mutandis pursuant to Article 180-17 of the Act;

(xxxviii) Article 196, paragraph (5), item (iii);

(ixl) Article 224, paragraph (3), item (iii); and

(xl) Article 240-7, paragraph (2), item (iii) of the Act.

(Electromagnetic Means)

Article 14-5 (1) The methods to be specified by Cabinet Office Ordinance using an electronic data processing system or any other information and communication technology, as referred to in Article 16, paragraph (2), item (iv) of the Act (including the cases where applied mutatis mutandis pursuant to Article 57, paragraph (4) of the Act) shall be as follows:

(i) a method whereby electronic data processing system is to be used, as specified in the following sub-item (a) or (b):

(a) to transmit information via telecommunications line connected between a computer used by the sender and that used by the recipient, and to record such information in a file stored on a computer used by the recipient; or

(b) to provide recipients access to the contents of information recorded into a file stored on a computer used by the sender via telecommunications line, and to record the information in a file stored on a computer used by such recipient.

(ii) to deliver the file storing the Information, which shall be prepared with any object enabling secure storage of certain information through magnetic disks or any other means equivalent thereto.

(2) The method specified in the items of the preceding paragraph shall be the method which enables a recipient to create a document by way of outputting information stored in the file.

(Electronic Signatures)

Article 14-6 (1) The alternative to affixing signature or name and seal, which is to be specified by Cabinet Office Ordinance, as referred to in the following provisions, shall be an Electronic Signature.

(i) Article 22, paragraph (2) of the Act;

(ii) Article 369, paragraph (4) (Resolution of Board of Directors) of the Companies Act, as applied mutatis mutandis pursuant to Article 53-16 and Article 180-15 of the Act;

(iii) Article 393, paragraph (3) of the Companies Act (Resolution of Board of Company Auditors Meetings), as applied mutatis mutandis pursuant to Article 53-21 of the Act;

(iv) Article 412, paragraph (4) (Resolution of Committee Meetings) of the Companies Act, as applied mutatis mutandis pursuant to Article 53-28, paragraph (6) of the Act; and

(v) Article 682, paragraph (3) (Delivery of Document Stating Matters to be Stated in Bond Registry) and Article 695, paragraph (3) (Delivery of Documents Stating Matters to be Stated in Bond Registry regarding Pledges) of the Companies Act, as applied mutatis mutandis pursuant to Article 61-5 of the Act.

(2) The term "Electronic Signature" as referred to in the preceding paragraph shall be a measure to be implemented for information recordable in an Electromagnetic Records, and which satisfies all of the following requirements:

(i) that the purpose of the measure is to identify that said information was created by the person who has implemented said measure; and

(ii) that the measure enables verification as to whether said information has been altered.

(Electromagnetic Records to be Provided by Inspectors)

Article 14-7 The Electromagnetic Records to be specified by Cabinet Office Ordinance, referred to in the following provisions, shall be a magnetic disk as set forth in Article 36, paragraph (1) (Structure, etc. of Electromagnetic Records) of the Ordinance for Commercial Registration (Ordinance of the Ministry of Justice No. 23 of 1964)(limited to Electromagnetic Records); and the Electromagnetic Records to be designated by the person who receives the Electromagnetic Records pursuant to the provisions of the following provisions:

(i) Article 33, paragraph (4) (Election of Inspector of Matters Specified or Recorded in the Articles of Incorporation) of the Companies Act, as applied mutatis mutandis pursuant to Article 24, paragraph (2) of the Act;

(ii) Article 306, paragraph (5) (Election of Inspector on Calling Procedures of Shareholders Meeting) of the Companies Act as applied mutatis mutandis pursuant to Article 40, paragraph (2) and Article 47, paragraph (2) of the Act;

(iii) Article 358, paragraph (5) (Election of Inspector of Execution of Operation) of the Companies Act, as applied mutatis mutandis pursuant to Article 53-15 of the Act; and

(iv) Article 207, paragraph (4) (Contribution of Non-Monetary Property) of the Companies Act, as applied mutatis mutandis pursuant to Article 96-4 of the Act.

(Inspectors' Disclosure of Information Recorded on Electromagnetic Records)

Article 14-8 The methods specified by a Cabinet Office Ordinance, referred to in the following provisions (hereinafter referred to as "Provisions Concerning Information Disclosure by Inspectors" in this Article), shall be the Electromagnetic Means (meaning the Electromagnetic Means as defined in Article 16, paragraph (2), item (iv) of the Act; the same shall apply hereinafter, except in Article 52-15, Article 52-17, Article 52-18, Article 52-21 and Article 52-24), which shall be designated by a person who, pursuant to the provisions of the Provisions Concerning Information Disclosure by Inspectors, receives the information recorded on the Electromagnetic Records as set forth in the relevant provision.

(i) Article 33, paragraph (6) (Appointment of an Inspector concerning Matters Stated or Recorded in the Articles of Incorporation) of the Companies Act, as applied mutatis mutandis pursuant to Article 24, paragraph (2) of the Act;

(ii) Article 306, paragraph (7) (Election of Inspector on Calling Procedures of Shareholders Meeting) of the Companies Act, as applied mutatis mutandis pursuant to Article 40, paragraph (2) and Article 47, paragraph (2) of the Act;

(iii) Article 358, paragraph (7) (Election of Inspector of Execution of Operation) of the Companies Act, as applied mutatis mutandis pursuant to Article 53-16 of the Act; and

(iv) Article 207, paragraph (6) (Contribution of Non-Monetary Property) of the Companies Act, as applied mutatis mutandis pursuant to Article 96-4 of the Act.

(Special Provisions on Custody of Electronic Records)

Article 14-9 The methods to be specified by Cabinet Office Ordinance, as referred to in the following provisions, shall be a method whereby electronic data processing system connecting the computers used by a Mutual Company via telecommunication lines is used, and where the contents of information recorded into a file stored on the computer is to be recorded in the file stored on the computer used by the secondary offices of such Mutual Company, via telecommunication lines.

(i) Article 26, paragraph (3);

(ii) Article 318, paragraph (3) (Minutes) of the Companies Act as applied mutatis mutandis pursuant to Article 41, paragraph (1) and Article 49, paragraph (1) of the Act; and

(iii) Article 54-8, paragraph (2) of the Act.

(Electromagnetic Means Referred to in Order for Enforcement of the Insurance Business Act)

Article 14-10 The types and details of the Electromagnetic Means to be presented pursuant to the provision of Article 4-6, paragraph (1) or Article 4-7, paragraph (1) of the Cabinet Order shall be as follows:

(i) from among the means listed in the following, the means to be used by the sender:

(a) among the methods using an electronic data processing system, the following methods:

1. transmission of information via a telecommunications line that links the computer used by the sender to the computer used by the recipient, and recording it in a file stored on the computer used by the recipient; or

2. giving the information recipient access to contents of information recorded into a file stored on a computer used by the sender via a telecommunications line, and recording said information into a file stored on the computer used by said information recipient.

(b) delivery of the file storing information, which shall be prepared with any object enabling secure storage of certain information through magnetic disks or any other means equivalent thereto.

(ii) the format for recording information into files.

Chapter II Stock Company and Mutual Company Engaged in Insurance Business

Section 1 Special Provisions for Stock Company Engaged in Insurance Business

(Rights Exercisable by Shareholders on the Record Date)

Article 15 The rights to be specified by Cabinet Office Ordinance, as referred to Article 124, paragraph (2) (Record Date) of the Companies Act as applied by replacing certain terms under Article 11 of the Act, shall be as follows:

(i) right to receive distribution of dividend of surplus; and

(ii) right to receive distribution of residual assets.

(Reference Documents for Shareholders Meetings)

Article 15-2 (1) The Reference Documents for Shareholders Meetings (meaning Reference Documents for Shareholders Meetings as set forth in Article 301, paragraph (1) of the Companies Act as applied by replacing certain terms under Article 13 of the Act; hereinafter the same shall apply in this Article) to be delivered pursuant to the provision of Article 301, paragraph (1) (Delivery of Reference Documents for Shareholders Meetings) or Article 302, paragraph (1) of the Companies Act as applied by replacing certain terms under Article 13 of the Act shall be prepared in accordance with the Appended Form No. 4.

(2) The delivery of Reference Documents for Shareholders Meetings implemented by a stock company engaged in insurance business, providing for the matters specified in Article 298, paragraph (1), items (iii) and (iv) (Determination to Call Shareholders Meeting) of the Companies Act (such delivery shall include the provision of information implemented by the Electromagnetic Means in lieu of delivery), shall be the delivery of the Reference Documents for Shareholders Meeting as set forth in Article 301, paragraph (1) or Article 302, paragraph (1) of the Companies Act as applied by replacing certain terms under Article 13 of the Act.

(3) A director may, in addition to a Notice of Calling (meaning a notice under Article 299, paragraph (2) or (3) (Determination to Call Shareholders Meeting) of the Companies Act; hereinafter the same shall apply in this Article and the following Article), notify the method of announcement of updated information to shareholders in cases where there occurs any event requiring modification to any matter to be stated in the Reference Documents for Shareholders Meeting within the period between the day of dispatching the Notice of Calling and the day immediately prior to the date of the shareholders meeting.

(4) In cases where, among the matters to be stated in the Reference Documents for Shareholders Meeting to be provided to shareholders in connection with the same shareholders meeting, there is any matter already included in any other document or any information to be provided by the Electromagnetic Means, such matters needs not be included in the Reference Documents for Shareholders Meeting to be provided to the shareholders. In this case, it shall be specifically noted that there is any matter already stated in other document or any information to be provided by the Electromagnetic Means.

(5) In cases where, among the matters to be included in the Notice of Calling to be sent to the shareholders or in the business report to be provided to shareholders pursuant to the provision of Article 437 (Provision of Financial Statements, etc. to Shareholders) of the Companies Act in connection with the same shareholders meetings, there is any matter already stated in the Reference Documents for Shareholders Meeting, such matters need not be included in the Notice of Calling to be sent to the shareholders or in the business report to be provided to shareholders pursuant to the provision of that Article.

(6) The matters concerning Reference Documents for Shareholders Meetings which are not provided for in this Cabinet Office Ordinance shall be as set forth in the Ordinance for Enforcement of the Companies Act (Ordinance of the Ministry of Justice No. 12 of 2006).

(Voting Forms)

Article 16 (1) A Voting Form (meaning a Voting Form as defined in Article 301, paragraph (1) (Giving of Voting Forms, etc.) of the Companies Act; hereinafter the same shall apply in this Article) to be delivered pursuant to the provision of that paragraph, as applied by replacing certain terms under Article 13 of the Act, shall be prepared in accordance with the Appended Form No. 4-2.

(2) In cases where a stock company engaged in insurance business has prescribed any provision on the matters specified in Article 63, item (iv), sub-item (a) (Decisions Related to Calling) of the Ordinance for Enforcement of the Companies Act, it shall, upon the request from the shareholder who has given an approval pursuant to the provision of Article 299, paragraph (3) (Notice of Calling of Shareholders' Meetings) of the Companies Act, deliver to such shareholder a Voting Form as set forth in Article 301, paragraph (1) of the Companies Act as applied by replacing certain terms under Article 13 of the Act (such delivery shall include the provision of information implemented by the Electromagnetic Means in lieu of delivery pursuant to the provision of Article 301, paragraph (2) of the Companies Act ).

(3) In cases where, among the matters to be contained in the Notice of Calling to be sent to shareholders in connection with the same shareholders meeting, there is any matter already stated in the Voting Form, such matter need not be contained in the Notice of Calling.

(4) In cases where, among the matters to be contained in the Voting Form (limited to the matters specified in items 3 to 5 inclusive of the Appended Form No. 4-2 (Points in Attention Concerning Preparation of Document)) to be provided to shareholders in connection with the same shareholders meeting, there is any matter already stated in the Notice of Calling, such matter need not be contained in the Voting Form.

(Preparation of Accounting Books)

Article 17 (1) The accounting books to be prepared by a stock company engaged in insurance business pursuant to the provision of Article 432, paragraph (1) (Preparation and Retention of Account Books) of the Companies Act, as applied by replacing certain terms under Article 13 of the Act, shall be prepared by means of written documents or Electromagnetic Records.

(2) The matters concerning accounting books not provided for in this Cabinet Office Ordinance shall be as set forth in the Ordinance on Accounting of Companies (Ordinance of Ministry of Justice No. 13 of 2006; hereinafter referred to as the "Ordinance on Accounting").

(Goodwill)

Article 17-2 A stock company engaged in insurance business may, when it implements Absorption-type Corporate Restructuring (meaning Absorption-type Corporate Restructuring as defined in Article 2, paragraph (3), item (xxxiii) of the Ordinance on Accounting; the same shall apply in Article 19-3, paragraph (1), item (v) and Article 19-3, paragraph (2), item (xi)), Incorporation-type Corporate Restructuring (meaning Incorporation-type Corporate Restructuring as defined in Article 2, paragraph (3), item (xli) of the Ordinance on Accounting) or acquisition of business (including the case where the stock company becomes a Transferee Company (meaning the Transferee Company as defined in Article 135, paragraph (1) of the Act); the same shall apply in Article 24-7), it may record appropriate amount of goodwill as its assets or liabilities.

Article 17-3 Deleted

(Balance Sheet as of Date of Incorporation)

Article 17-4 The balance sheet to be prepared pursuant to the provision of Article 435, paragraph (1) (Preparation and Retention of Financial Statements, etc.) of the Companies Act as applied by replacing certain terms under Article 13 of the Act shall be prepared on the basis of the accounting books as of the date of incorporation of the stock company engaged in insurance business.

(Financial Statement, etc. for Each Business Year)

Article 17-5 (1) The statement to be specified by Cabinet Office Ordinance, as referred to in Article 435, paragraph (2) (Preparation and Retention of Financial Statements, etc.) of the Companies Act as applied by replacing certain terms under Article 13 of the Act shall be a statement of changes in shareholders' equity to be prepared in accordance with the following paragraph and paragraph (3).

(2) The Financial Statements (meaning the Financial Statements set forth in Article 435, paragraph (2) of the Companies Act as applied by replacing certain terms under Article 13 of the Act; hereinafter the same shall apply in this Section) and business report for each business year as well as supplementary schedules thereto, which are to be prepared in accordance with that paragraph shall be prepared in accordance with the Appended Form No. 7 (or Appended Form No. 16-17, in case of a Low-Cost, Short-Term Insurer; or the Appended Form No. 7-2, in case of an Insurance Company which has established the Specified Transaction Account as defined in Article 53-6-2, paragraph (1) (hereinafter referred to as a "Company with Specified Transaction Account")).

(3) With regard to the preparation of Financial Statements, business report and supplementary schedules thereto, the matters not provided for in this Cabinet Office Ordinance shall be as set forth in the Ordinance for Enforcement of the Companies Act and in the Ordinance on Accounting.

(Audit of Financial Statements, etc.)

Article 17-6 The audit of the Financial Statements and business report for each business year as well as supplementary schedules thereto, as referred to in Article 436, paragraphs (1) and (2) (Audit of Financial Statements, etc.) of the Companies Act as applied by replacing certain terms under Article 13 of the Act shall be as set forth in the following Article.

(Contents, etc. of Audit Report)

Article 17-7 (1) An accounting audit report to be prepared by an accounting auditor shall be prepared in accordance with the Appended Form No. 1 (or the Appended Form No. 1-5, in case of a Low-Cost, Short-Term Insurer); and an audit report to be prepared by a company auditor, board of company auditors or audit committee shall be prepared in accordance with the Appended Form No. 1-2, 1-3 or 1-4, respectively (or the Appended Form No. 1-6, 1-7 or 1-8, respectively, in case of a Low-Cost, Short-Term Insurer).

(2) With regard to the audit of Financial Statements, business reports and supplementary schedules thereto, the matters not provided for in this Cabinet Office Ordinance shall be as set forth in the Ordinance for Enforcement of the Companies Act and in the Ordinance on Accounting.

(Requirement for Application of Special Provision for Approval of Financial Statements, etc.)

Article 17-8 The requirements to be specified by Cabinet Office Ordinance, as referred to in Article 439 (Special Provision on Companies with Accounting Auditors) of the Companies Act as applied by replacing certain terms under Article 13 of the Act shall be satisfaction of all of the requirements set forth in the following items (item (iii) shall be excluded, in case of a stock company engaged in insurance business which is a company with auditors (meaning a company with auditors as set forth in Article 30-11, paragraph (1) of the Act; the same shall apply hereinafter) but not a company with board of company auditors (meaning a company with board of company auditors as set forth in Article 30-10, paragraph (3) of the Act; the same shall apply hereinafter)):

(i) that an Unqualified Opinion (meaning an opinion to the effect that the audited Financial Statements are found to adequately reflect any and all material aspects regarding the status of properties and profits and losses for the period covered by said Financial Statements, in terms of the corporate accounting criteria that are generally accepted as fair and appropriate) is included;

(ii) that no opinion is expressed, finding that the methods or results of the audits performed by the accounting auditor to be inappropriate in terms of the contents of the audit report (in case of a company with board of company auditors, limited to an audit report prepared by the board of company auditors in accordance with paragraph (1) of the preceding Article) of company auditors, board of company auditors or audit committee pertaining to the accounting audit report set forth in the preceding item;

(iii) that the description noted in the audit report of board of company auditors or audit committee, which pertains to the accounting audit report as referred to in item (i) (meaning the description of the Audit Report by Company Auditors (meaning the Audit Report by Company Auditors as defined in Article 128, paragraph (1) (Contents of Audit Report of Board of Company Auditors of Company with Accounting Auditors) of the Ordinance on Accounting; hereinafter the same shall apply in this item) of each company auditor which is to be noted when the contents of the Audit Report by Board of Company Auditors (meaning the Audit Report by Board of Company Auditors as defined in that paragraph) differs from the contents of the Audit Report by Company Auditors ; or meaning an opinion of an audit committee member (meaning a audit committee member as defined in Article 2, paragraph (19) of the Act; the same shall apply hereinafter) to be noted when the contents of the audit report of the auditing committee differs from the opinions of the audit committee member) is not the opinion as set forth in the preceding item;

(iv) that the financial statements as referred to in Article 439 of the Companies Act as applied by replacing certain terms under Article 13 of the Act are not deemed to have been audited pursuant to the provision of Article 132, paragraph (3) of the Ordinance on Accounting (Limitation on Period of Notification of Audit Report by Company Auditors, etc. of Company with Accounting Auditors).

(Public Notices of Financial Statements)

Article 17-9 (1) In cases where a stock company engaged in insurance business gives public notice under Article 440, paragraph (1) (Public Notice of Financial Statements) of the Companies Act as applied by replacing certain terms under Article 13 of the Act (including a measure under paragraph (3) of that Article; hereinafter the same shall apply in this paragraph), it shall clearly indicate the following matters in the public notice. In this case, the matters listed in items (i) to (vii) inclusive shall be limited to the notes pertaining to the relevant business year.

(i) notes on going concern assumption;

(ii) notes on significant account policies;

(iii) notes on balance sheet;

(iv) notes on tax effect accounting;

(v) notes on transactions with Related Parties (meaning Related Parties as defined in Article 112, paragraph (4) (Notes on Transactions with Related Parties) of the Ordinance on Accounting);

(vi) notes on information per share;

(vii) notes on significant post-balance sheet events; and

(viii) the amount of net income or net loss for the period.

(2) For the purpose of application of the provision of the preceding paragraph in cases where a stock company engaged in insurance business gives public notice of its profit and loss statement pursuant to the provision of Article 440, paragraph (1) of the Act as applied by replacing certain terms under Article 13 of the Act, the term "following" in that paragraph shall be deemed to be replaced with "items (i) to (vii) inclusive."

(3) The provision of the preceding paragraph shall apply mutatis mutandis to the case where a stock company engaged in insurance business implements a measure under Article 440, paragraph (3) of the Companies Act, in connection with information contained in the profit and loss statement.

(Format of Summary of Financial Statements)

Article 17-10 In cases where, pursuant to the provision of Article 440, paragraph (2) (Public Notice of Financial Statements) of the Companies Act, a stock company engaged in insurance business gives public notice of summary of the balance sheet and profit and loss statement, such summary shall be prepared in accordance with the Appended Form No. 2 (or the Appended Form No. 2-3, in case of a Low-Cost, Short-Term Insurer; or the Appended Form No. 2-2, in case of a Company with Specified Transaction Account).

(Recording of Reserves under Article 15 of the Insurance Business Act)

Article 17-11 (1) In cases where a stock company engaged in insurance business distributes dividend of surplus, the amount of capital reserve after the distribution of dividend of surplus shall be the amount of capital reserve as of the time immediately prior to the distribution of dividend of surplus, plus the amount set forth in the following items in accordance with the categories respectively set forth therein:

(i) in cases where the amount of the Reserves (meaning the Reserves as defined in Article 15 of the Act; hereinafter the same shall apply in this Section) as of the day of distribution of dividend of the surplus is not less than the amount of stated capital as of such day: zero

(ii) in cases where the amount of the Reserves as of the day of distribution of the dividend of surplus is less than the amount of stated capital as of such day: the smaller of the amount specified in sub-item (a) or (b), multiplied by the Capital Surplus Dividend Ratio (meaning the ratio obtained by dividing the amount specified in sub-item (a), item (i) of the following Article by the amount specified in Article 446, item (vi) (Amount of Surplus) of the Companies Act):

(a) the Maximum Amount of Reserves (meaning the amount of stated capital less the amount of Reserve; hereinafter the same shall apply in this Article), as of the day of distribution of dividend of surplus; or

(b) the amount specified in Article 446, item (vi) of the Companies Act, multiplied by one-fifth.

(2) in cases where a stock company engaged in insurance business distributes dividend of surplus, the amount of retained earnings reserve after the distribution of dividend of surplus shall be the amount of retained earnings reserve as of the time immediately prior to the distribution of dividend of the surplus, plus the amount set forth in the following items in accordance with the categories respectively set forth therein:

(i) in cases where the amount of the Reserves as of the day of distribution of dividend of surplus is not less than the amount of stated capital as of such day: zero

(ii) in cases where the amount of the Reserves as of the day of distribution of dividend of surplus is less than the amount of stated capital as of such day: the smaller of the amount specified in sub-item (a) or (b), multiplied by the Earning Surplus Dividend Ratio (meaning the ratio obtained by dividing the amount specified in sub-item (a), item (ii) of the following Article by the amount specified in Article 446, item (vi) of the Companies Act):

(a) the Maximum Amount of Reserves as of the day of the distribution of dividend of surplus; or

(b) the amount specified in Article 446, item (vi) of the Companies Act, multiplied by one-fifth.

(Amount of Surplus to be Reduced)

Article 17-12 In cases where a stock company engaged in insurance business distributes dividend of surplus, the amounts after distribution of dividend of surplus as specified in the following items shall be the relevant amount as of the time immediately prior to the distribution of dividend of surplus, less the amount respectively set forth in the relevant items:

(i) the amount of other capital surplus: total of the following amounts

(a) the amount prescribed in Article 446, item (vi) (Amount of Surplus) of the Companies Act, which is determined by the stock company engaged in insurance business to be reduced from the amount of other capital surplus; and

(b) the amount prescribed in item (ii), paragraph (1) of the preceding Article, in case where such item is applicable.

(ii) the amount of other retained earnings: total of the following amounts

(a) the amount prescribed in Article 446, item (vi) of the Companies Act, which is determined by the stock company engaged in insurance business to be reduced from the amount of other retained earnings; and

(b) the amount prescribed in item (ii), paragraph (2) of the preceding Article, in case where such item is applicable.

(Keeping of Documents Pertaining to Reduction in Amount of Stated Capital, etc.)

Article 17-13 The matters to be specified by Cabinet Office Ordinance, as referred to in Article 16, paragraph (1) of the Act, shall be as follows:

(i) the item on the agenda regarding reduction in amount of Stated Capital, etc. (meaning the stated capital or reserve; the same shall apply in Article 17-16); and

(ii) the balance sheet.

(Amount of Deficit)

Article 17-14 The method to be specified by Cabinet Office Ordinance, as referred to in Article 16, paragraph (1), item (ii) of the Act, shall be the method whereby the higher of the amounts specified in the following items is treated as the amount of deficit:

(ii) zero; or

(ii) zero, less the Distributable Amount (meaning the Distributable Amount as defined in Article 461, paragraph (2) (Restriction on Dividends) of the Companies Act.

(Matters Related to Financial Statements)

Article 17-15 The matters to be specified by Cabinet Office Ordinance, as referred to in Article 17, paragraph (2) of the Act, shall be the matters set forth in the following items, in accordance with the categories of the cases applicable as of the day of publication as set forth in that paragraph:

(i) in cases where, pursuant to the provision of Article 440 paragraph (1) or (2) (Public Notice of Financial Statements) as applied by replacing certain terms under Article 13 of the Act, a Notifying Company (meaning a stock company as set forth in Article 17, paragraph (2), item (ii) of the Act; hereinafter the same shall apply in this Article) has given a public notice of its balance sheet for the Most Recent Business Year (in case of a stock company, it shall mean a Most Recent Business Year as defined in Article 2, item (xxiv) (Definitions) of the Companies Act; or, in case of a Mutual Company, it shall mean the Most Recent Business Year regarding which an approval under Article 54-6, paragraph (2) of the Act (in cases where paragraph (4) of that Article is applicable, meaning an approval under Article 54-4, paragraph (3) of the Act) is granted in relation to the financial statements as referred to in Article 54-3, paragraph (2) of the Act; and the same shall apply hereinafter): the following information

(a) in cases where the public notice is given by means of publication on a daily newspaper featuring matters on current affairs, the name and date of said newspaper, and the page number on which the public notice has been published; or

(c) in cases where the public notice is given in the form of an Electronic Public Notice, the matters listed in Article 911, paragraph (3), item (xxix), sub-item (a) (Registration of Incorporation of Stock Company) of the Companies Act.

(ii) in cases where, in regard to the balance sheet pertaining to the Most Recent Business Year, the Notifying Company has implemented the measures set forth in Article 440, paragraph (3) of the Companies Act: the matters listed in Article 911, paragraph (3), sub-item (xxvii) of the Companies Act;

(iii) in cases where the Notifying Company is a stock company as set forth in Article 440, paragraph (4) of the Companies Act, and where said Notifying Company has submitted the Annual Securities Report pertaining to the Most Recent Business Year pursuant to the provision of Article 24, paragraph (1) of the Financial Instruments and Exchange Act: such fact;

(iv) in cases where, pursuant to the provision of Article 28 of the Act on Arrangement of Relevant Acts Incidental to Enforcement of the Companies Act (Act No. 87 of 2005), the Notifying Company is exempted from application of Article 440 of the Companies Act: such fact;

(v) in cases where there is no Most Recent Business Year of the Notifying Company: such fact:

(vi) other cases than as set forth in the preceding items: the contents of the summary of the balance sheet for the Most Recent Business Year prepared in accordance with Article 17-10.

(Public Notice of Reduction in Amount of Stated Capital, etc.)

Article 17-16 The matter to be specified by Cabinet Office Ordinance, as referred to in Article 17, paragraph (2), item (iv) of the Act, shall be the reason for reduction in the amount of Stated Capital, etc.

(Amount of Claim Pertaining to Insurance Contract)

Article 18 The amount to be specified by Cabinet Office Ordinance, as referred to in Article 17, paragraph (6) of the Act, shall be as follows: the amount set forth in item (i), in case of a Life Insurance Company; the total of the amounts set forth in items (ii) and (iii), in case of a Non-Life Insurance Company; and the amount set forth in item (ii), in case of a Low-Cost, Short-Term Insurer.

(i) the amount to be set aside for the insured, as of the time of the public notice under Article 17, paragraph (2) of the Act (hereinafter referred to as the "Public Notice" in this Article);

(ii) the amount of the insurance premiums corresponding to the Unexpired Period (meaning the insurance period provided for in an insurance contract, outstanding as of the time of the public notice); and

(iii) the amount to be set aside as the refund reserve as set forth in Article 70, paragraph (1), item (iii), as of the time of the public notice.

(Application for Authorization on Reduction in Amount of Stated Capital)

Article 19 (1) When a stock company engaged in insurance business intends to obtain an authorization under Article 17-2, paragraph (3) of the Act, it shall submit to the Commissioner of the Financial Services Agency, Director-General of Local Finance Bureau or Director-General of the Fukuoka Local Finance Branch Bureau (hereinafter collectively referred to as the "Commissioner of the Financial Services Agency or Other Competent Official") a written application for authorization, as well as the following documents attached thereto:

(i) a written statement of reasons;

(ii) a document specifying the method of reduction in the amount of stated capital;

(iii) the minutes of shareholders meetings, or any other documents certifying that necessary procedures have been followed;

(iv) a balance sheet;

(v) a document certifying that the public notice under Article 17, paragraph (2) of the Act has been given;

(vi) in cases where any policyholder or any other creditor has raised an objection under Article 17, paragraph (4) of the Act, a document certifying the fact that the payment has been made or reasonable security has been provided to said policyholder or any other creditor, or reasonable property has been deposited in trust with a Trust Company, etc. (collectively meaning a Trust Company (meaning a Trust Company as defined in Article 2, paragraph (2) (Definitions) of the Trust Business Act (Act No. 154 of 2004); the same shall apply in Article 52-14, item (i), Article 52-23, paragraph (4) and Article 208, paragraph (2), item (i)) and a financial institution engaged in a Trust Business (meaning a financial institution authorized under Article 1, paragraph (1) (Authorization on Concurrent Operation) of the Act on Engagement in Trust Business by a Financial Institution (Act No. 43 of 1943); the same shall apply in Article 211-28, item (iii)); the same shall apply hereinafter) for the purpose of having said policyholder or other creditor receive the payment, or that said reduction in the amount of the stated capital bears no risk of detriment to said policyholder or other creditor;

(vii) a document certifying that the number of policyholders who raised objections under Article 17, paragraph (6) of the Act did not exceed one-fifth of the total number of policyholders as referred in that paragraph; or a document certifying that the amount pertaining to said policyholders as referred to in the preceding Article did not exceed one-fifth of the total of the amount set forth in that paragraph;

(viii) in cases where a share certificate-issuing company implements consolidation of shares, a document certifying that the public notice has been given pursuant to the provisions of the main clause of Article 219, paragraph (1) (Public Notice in relation to Submission of Share Certificate) of the Companies Act, or a document certifying that the companies has issued no share certificate representing its shares;

(ix) a document containing any other matters which would serve as reference information.

(2) When an application for the authorization under the preceding paragraph is filed, the Commissioner of the Financial Services Agency or Other Competent Official shall examine whether the application conforms the following standards:

(i) that any inevitable ground is found for the stock company engaged in insurance business which has filed the application for authorization (hereinafter referred to as "Applicant Insurance Company, etc." in this paragraph) to implement the reduction in the amount of stated capital for which the authorization is filed;

(ii) that the amount of stated capital of the Applicant Insurance Company, etc. is not less than the amount set forth in Article 2-2 of the Cabinet Order (or Article 38-3 of the Cabinet Order, if the Applicant Insurance Company, etc. is a Low-Cost, Short-Term Insurer), and that the amount is sufficient for implementing its business in a sound and efficiency manner, even after the reduction in the amount of stated capital; and

(iii) that the Applicant Insurance Company, etc. is expected to demonstrate sound income and expenditure results, even after reduction in its amount of stated capital.

(Matters to be Stated in Preserved Documents Pertaining to Reduction in Amount of Stated Capital, etc.)

Article 19-2 The matters to be specified by Cabinet Office Ordinance, as referred to in Article 17-4, paragraph (1) of the Act, shall be as follows:

(i) the progress of the procedures as set forth in Article 17 of the Act;

(ii) the status of public notice as set forth in Article 17, paragraph (2) of the Act; and

(iii) the registration date of the reduction in the amount of stated capital.

(Deductible Amount Accrued After Last Day of Most Recent Business Year)

Article 19-3 (1) The total of the amount recorded in the accounting items to be specified in Cabinet Office Ordinance, as referred to in Article 446, item (vii) (Amount of Surplus) of the Companies Act as applied by replacing certain terms under Article 17-6, paragraph (3) of the Act, shall be the total of the amounts set forth in the items (i) to (iv), less the total of the amounts set forth in items (v) and (vi).

(i) the amount of reduction, in case where, after the last day of the Most Recent Business Year, the amount of surplus is reduced and the amount of stated capital or reserve is increased;

(ii) the amount set forth in Article 17-12, item (i), sub-item (b) and item (ii), sub-item (b), in cases where the dividend of surplus is distributed after the last day of the Most Recent Business Year;

(iii) the amount set forth in Article 446, item (ii) of the Companies Act which pertains to the treasury shares to be disposed by a stock company engaged in insurance business after the last day of its Most Recent Business Year, upon the Assumption of Absorption-type Corporate Restructuring (meaning the Assumption of Absorption-type Corporate Restructuring as defined in Article 2, paragraph (3), item (xxxiv) (Definitions) of the Ordinance on Accounting; hereinafter the same shall apply in this Article and Article 19-4);

(iv) the amount of reduction in cases where, after the last day of the Most Recent Business Year, the stock company engaged in insurance business reduces the amount of surplus upon the absorption-type company split or consolidation-type company split whereby such stock company is the Succeeding Stock Company in Absorption-type Company Split (meaning the Succeeding Stock Company in Absorption-type Company Split as defined in Article 758, item (i) (Absorption-type Company Split Agreement Which Causes a Stock Company to Succeed to Rights and Obligations) of the Companies Act; the same shall apply in item (v) of the following paragraph) or a Company Incorporated through Incorporation-type Company Split (meaning a Company Incorporated through Incorporation-type Company Split as set forth in Article 763, item (v) (Incorporation-type Company Split Plan by Which a Stock Company is Incorporated) of the Companies Act; the same shall apply in item (v) of the following paragraph));

(v) the total of the following amounts pertaining to the Assumption of Absorption-type Corporate Restructuring, in cases where, after the last day of the Most Recent Business Year, a stock company engaged in insurance business implements the Assumption of Absorption-type Corporate Restructuring;

(a) the amount of any other capital surplus of the stock company engaged in insurance business, as of the time after the implementation of the Absorption-type Corporate Restructuring, less the amount of any other capital surplus of the company engaged in insurance business, as of the time immediately prior to the implementation of the Absorption-type Corporate Restructuring;

(b) the amount of any other retained earnings of the stock company engaged in insurance business, as of the time after the implementation of the Absorption-type Corporate Restructuring, less the amount of any other retained earnings of the company engaged in insurance business, as of the time immediately prior to the implementation of the Absorption-type Corporate Restructuring; and

(vi) the amount of any other capital surplus increased after the last day of the Most Recent Business Year, pursuant to the provision of Article 21 (Case of Performance of Obligations Incidental to Delivery of Shares Upon or After Incorporation) or Article 45-4-2 of the Ordinance on Accounting;

(2) Notwithstanding the provision of the preceding paragraph, with regard to the stock company engaged in insurance business which does not have the Most Recent Business Year, the total of the amount recorded in the accounting items to be specified by Cabinet Office Ordinance, as referred to in Article 446, item (vii) of the Companies Act as applied by replacing certain terms under Article 17-6, paragraph (3) of the Act, shall be the total of the amounts set forth in items (i) to (v) inclusive, less the total of the amounts set forth in items (vi) to (xii) inclusive:

(i) the book value of the treasury shares, in cases where the treasury shares are cancelled after the Incorporation Date (in case of a company which, pursuant to the provision of the laws and regulations other than the Companies Act, became a stock company engaged in insurance business, meaning the day when such stock company engaged in insurance business became a stock company; hereinafter the same shall apply in this paragraph) pursuant to the provision of Article 178, paragraph (1) (Cancellation of Shares) of the Companies Act;

(ii) the amount as set forth in Article 446, item (vi) of the Companies Act which pertains to the distribution of dividend of surplus, in cases where the dividend of surplus is distributed after the Incorporation Date;

(iii) the amount of reduction, in cases where the amount of surplus is reduced and the amount of stated capital or reserve is increased after the Incorporation Date;

(iv) the amount as set forth in Article 17-12, item (i), sub-item (b) and item (ii), item (b), in cases where the dividend of surplus is distributed after the Incorporation Date;

(v) the amount of reduction, in cases where, after the Incorporation Date, the stock company engaged in insurance business reduces the amount of surplus upon the absorption-type merger or consolidation-type merger whereby it becomes the Succeeding Stock Company in Absorption-type Company Split or Company Incorporated through Incorporation-type Company Split;

(vi) the amount of any other capital surplus as of the Incorporation Date;

(vii) the amount of any other retained earnings as of the Incorporation Date;

(viii) the amount of consideration for the treasury shares in cases where the treasury shares are disposed after the Incorporation Date (excluding the cases of disposition of treasury shares upon Assumption of Absorption-type Corporate Restructuring), less the book value of such treasury shares;

(ix) the amount of reduction, in cases where the amount of stated capital is reduced after the Incorporation Date (excluding the amount set forth in Article 447, paragraph (1), item (ii) (Reduction of Amount of Capital) of the Companies Act);

(x) the amount of reduction, in cases where the amount of Reserves is reduced after the Incorporation Date (excluding the amount set forth in Article 448, paragraph (1), item (ii) (Reduction of Amount of Reserve) of the Companies Act);

(xi) the total of the following amounts pertaining to the Assumption of Absorption-type Corporate Restructuring, in cases where the stock company engaged in insurance business implements the Assumption of Absorption-type Corporate Restructuring after the Incorporation Date;

(a) the amount of any other capital surplus of the stock company engaged in insurance business, as of the time after the implementation of the Absorption-type Corporate Restructuring, less the amount of any other capital surplus of the company engaged in insurance business, as of the time immediately prior to the implementation of the Absorption-type Corporate Restructuring;

(b) the amount of any other retained earnings of the stock company engaged in insurance business, as of the time after the implementation of the Absorption-type Corporate Restructuring, less the amount of any other retained earnings of the company engaged in insurance business, as of the time immediately prior to the implementation of the Absorption-type Corporate Restructuring; and

(xii) the amount of any other capital surplus increased after the Incorporation Date pursuant to the provision of Article 21 of the Ordinance on Accounting; or the amount of any other surplus increased after the Effective Date (meaning an Effective Date as set forth in Article 86, paragraph (4), item (xii) of the Act) pursuant to the provision of Article 45-4-2.

(3) In cases where, after the last day of the Most Recent Business Year, any membership company becomes a stock company engaged in insurance business, the total of the amount of other capital surplus and other retained earnings of the stock company engaged in insurance business, as of the day when it became the stock company engaged in insurance business, shall be deemed as the amount of surplus as of the last day of the Most Recent Business Year.

(Amount of Profits in Relation to Temporary Financial Statements)

Article 19-3-2 The amount recorded in each accounting items to be specified by Cabinet Office Ordinance, as referred to in Article 461, paragraph (2), item (ii), sub-item (a) (Limitation on Dividends, etc.) of the Companies Act as applied by replacing certain terms under Article 17-6, paragraph (3) of the Act, shall be the amount of net income or net loss for the period (which shall be the amount not less than zero) recorded in the profit and loss statement contained in the Temporary Financial Statements (meaning the Temporary Financial Statements as defined in Article 441, paragraph (1) (Temporary Financial Statements) of the Companies Act; the same shall apply in item (v) of the following Article).

(Other Amounts to be Reduced)

Article 19-4 The total of the amounts recorded in each of the accounting items to be specified by Cabinet Office Ordinance, as referred to in Article 461, paragraph (2), item (vi) (Limitation on Dividends, etc.) of the Companies Act as applied by replacing certain terms under Article 17-6, paragraph (3) of the Act, shall be the total of the amounts specified in items (i) to (vii) inclusive, less the total of the amounts specified in items (viii) and (ix).

(i) in cases where the Goodwill, etc. Adjustment Amount (meaning the amount of goodwill recorded on the asset section divided by two, plus the amount recorded as deferred assets; hereinafter the same shall apply in this item and item (iv)) as of the last day (or the date of incorporation, in cases where there is no Most Recent Business Year (excluding the case where Article 461, paragraph (2), item (ii) of the Companies Act applies); hereinafter the same shall apply in this item to item (iii) inclusive, item (vii), sub-item (a) and item (viii)) of the Most Recent Business Year (or, in cases where Article 461, paragraph (2), item (ii) of the Companies Act applies, meaning the period as specified in Article 441, paragraph (1), item (i) (Temporary Financial Statements) of that Act (in cases where there are two or more said periods, the period the last day of which comes the latest); hereinafter the same shall apply in this item to item (iii) inclusive, item (vii), sub-item (a) and item (viii)) falls under the cases specified in any of the following sub-items (a) to (c), the amount respectively set forth therein:

(a) in cases where the Goodwill, etc. Adjustment Amount is not more than the Amount of Stated Capital, etc. (meaning the total amount of stated capital and Reserves as of the last day of the Most Recent Business Year; hereinafter the same shall apply in this item): zero

(b) in cases where the Goodwill, etc. Adjustment Amount is not more than the total of the Amount of Stated Capital, etc. and other capital surplus as of the last day of the Most Recent Business Year (excluding the cases set forth in item (a)): the amount of such Goodwill, etc. Adjustment Amount, less the Amount of Stated Capital, etc.

(c) in cases where the Goodwill, etc. Adjustment Amount exceeds the total of the Amount of Stated Capital, etc. and other capital surplus as of the last day of the Most Recent Business Year: the amount set forth in the following items, in accordance with the categories of the cases as respectively set forth therein:

1. in cases where the amount obtained by dividing the goodwill amount as of the last day of the Most Recent Business Year by two is not more than the total of the Amount of Stated Capital, etc. and the other capital surplus as of the last day of the Most Recent Business Year: the amount of such Goodwill, etc. Adjustment Amount, less the Amount of Stated Capital, etc.

2. in cases where the amount obtained by dividing the goodwill amount as of the last day of the Most Recent Business Year by two exceeds the total of the Amount of Stated Capital, etc. and the other capital surplus as of the last day of the Most Recent Business Year: the total of the amount of the other capital surplus as of the last day of the Most Recent Business Year and the amount recorded as deferred assets;

(ii) zero, minus the amount recorded in the items of the valuation difference on available-for-sale securities in the balance sheet as of the last day of the Most Recent Business Year (or zero, if the amount is zero or more);

(iii) zero, minus the amount recorded in the items of the land revaluation difference contained in the balance sheet as of the last day of the Most Recent Business Year (or zero, if the amount is zero or more);

(iv) in cases where the stock company engaged in insurance business falls under the category of the Company Subject to Restriction of Consolidated Dividends (meaning a Company Subject to Restriction of Consolidated Dividends as defined in Article 2, paragraph (3), item (li) (Definitions) of the Ordinance on Accounting)(limited to the case where the specific business year referred to in that item is the Most Recent Business Year), the amount specified in sub-item (a) below, less the total of the amounts set forth in sub-items (b) and (c) (or zero, if the amount is zero or more);

(a) the total of the amount set forth in 1. to 3. inclusive below contained in the balance sheet as of the last day of the latest business year, less the amount set forth in 4. below.

1. the amount of shareholders' equity;

2. any other amount recorded in the item of valuation difference on available-for-sale securities (or zero, if the amount is zero or more);

3. the amount recorded in the item of land revaluation difference (or zero, if the amount is zero or more); and

4. the Goodwill, etc. Adjustment Amount (in cases where the Goodwill, etc. Adjustment Amount exceeds the total of the amounts of stated capital, capital surplus and retained earning reserves, the total of the amounts of stated capital, capital surplus and the retained earning reserves).

(b) in cases where, after the last day of the Most Recent Business Year, the shares in the stock company engaged in insurance business are acquired from the Subsidiary Company (meaning the Subsidiary Company as defined in Article 2, item (iii) (Definitions) of the Companies Act; hereinafter the same shall apply in this item), the book value thereof immediately before the acquisition, which corresponds to the portion of equity in the Subsidiary Company held by the stock company engaged in insurance business;

(c) the total of the amounts specified in 1. to 3. inclusive, less the amount specified in 4. below, as stated in the consolidated balance sheet (including the notes in reference thereto; the same shall apply hereinafter) as of the last day of the Most Recent Business Year:

1. the amount of shareholders' equity;

2. the amount recorded in the item of valuation difference on available-for-sale securities (or zero, if the amount is zero or more);

3. the amount recorded in the item of land revaluation difference (or zero, if the amount is zero or more); and

4. the Goodwill, etc. Adjustment Amount (in cases where the Goodwill, etc. Adjustment Amount exceeds the total of the amounts of stated capital and capital surplus, the total of the amounts of stated capital and capital surplus).

(v) the amount set forth in Article 461, paragraph (2), item (ii) of the Companies Act which pertains to the Temporary Financial Statements except for the latest Temporary Financial Statements, in the cases where two or more Temporary Financial Statements are prepared after the last day of the Most Recent Business Year (or after the date of incorporation, in cases where there is no such Most Recent Business Year; the same shall apply in the following item and item (ix)) (excluding the amount specified in sub-item (b) of that item which pertains to the treasury shares disposed upon the Assumption of Absorption-type Corporate Restructuring and Specified Solicitation (meaning the solicitation set forth in sub-item (b), in cases where all of the following requirements are met; hereinafter the same shall apply in this Article)), less the amount set forth in item (v) of that paragraph:

(a) that the shares in the stock company engaged in insurance business shall be acquired after the last day of the Most Recent Business Year, pursuant to the provision of Article 173, paragraph (1) (Effectuation) of the Companies Act (limited to the acquisition of shares, in cases where, upon such acquisition, only the properties paid or contributed to the stock company engaged in insurance business through the solicitation under sub-item (b) will be delivered to the shareholders);

(b) that, pursuant to the provision of Part II, Chapter II, Section 8 of the Companies Act (Issuance of Solicited Shares), solicitation for subscribers of all or part of the shares set forth in sub-item (a) (in cases where any condition of the shares acquired is to be modified upon the acquisition thereof, the shares with the modified conditions) shall be performed;

(c) that the date set forth in Article 171, paragraph (1), item (iii) (Determinations regarding Acquisition of Class Shares subject to Wholly Call) of the Companies Act which pertains to the share acquisition as set forth in sub-item (a) and the date set forth in Article 199, paragraph (1), item (iv) (Determination of Subscription Requirements) of that Act which pertains to the solicitation under sub-item (b) are the same;

(vi) the amount set forth in Article 461, paragraph (2), item (ii), sub-item (b) of the Companies Act which pertains to the treasury shares disposed after the last day of the Most Recent Business Year, upon the Assumption of Absorption-type Corporate Restructuring or Specified Solicitation:

(vii) the total of the amounts set forth in the following items:

(a) the amount of any other capital surplus increased after the last day of the Most Recent Business Year pursuant to the provision of Article 21 (Case of Performance of Obligations Incidental to Delivery of Shares Upon or After Incorporation) or Article 45-4-2 of the Ordinance on Accounting; and

(b) the amount of consideration for the treasury shares, in cases where, after the date of incorporation, the stock company engaged in insurance business which has no Most Recent Business Year disposes its treasury shares.

(viii) the book value of the acquired shares less the total of the following amounts, in cases where, after the last day of the Most Recent Business Year, the stock company engaged in insurance business has acquired the shares in said stock company engaged in insurance business (limited to the case other than as set forth in Article 155, item (xii) (General Provisions) of the Companies Act, and where the shares in the stock company engaged in insurance business are to be delivered to the shareholders in exchange for acquisition of the shares):

(a) the book value of the properties of the stock company engaged in insurance business other than its shares (the properties shall exclude the Corporate Bonds, etc. (collectively meaning corporate bonds and share options, and excluding its own bonds and own share options; the same shall apply in sub-item (b)), which are to be delivered to the shareholders of the shares acquired upon the acquisition;

(b) the book value to be posted to the Corporate Bonds, etc. of the stock company engaged in insurance business, which are to be delivered to the shareholders of the shares acquired upon the acquisition;

(ix) the amount set forth in Article 461, paragraph (2), item (iv) of the Companies Act (or item (vii), in cases where the company has no Most Recent Business Year) which pertains to the treasury shares disposed after the last day of the Most Recent Business Year by the stock company engaged in insurance business, upon the Assumption of Absorption-type Corporate Restructuring or Specified Solicitation.

Section 2 Mutual Company

Subsection 1 Organs, etc.

(Incorporation Expenses)

Article 20 The expenses to be specified by Cabinet Office Ordinance, as referred to in Article 24, paragraph (1), item (iii) of the Act shall be as follows:

(i) stamp duty imposed in relation to articles of incorporation;

(ii) fees and compensation payable to a Bank, etc. (meaning a Bank, etc. as defined in Article 28, paragraph (1), item (iii) of the Act) which handled the affairs related to payment of money, in connection with the fund contribution to be solicited upon the incorporation; and

(iii) compensation payable to inspectors determined pursuant to the provision of Article 33, paragraph (3) (Election of Inspector of Matters Specified or Recorded in the Articles of Incorporation) of the Companies Act as applied mutatis mutandis pursuant to Article 24, paragraph (2) of the Act; and

(iv) registration tax required for registration of incorporation of a Mutual Company.

(Securities with Market Price Exempted from the Requirement of Investigation by Inspector)

Article 20-2 The method to be specified by Cabinet Office Ordinance, as referred to in Article 33, paragraph (10), item (ii) (Election of Inspector of Matters Specified or Recorded in the Articles of Incorporation) of the Companies Act as applied by replacing certain terms under Article 24, paragraph (2) of the Act, shall be the method whereby the higher of the following amounts is treated as the price of Securities prescribed in Article 33, paragraph (10), item (ii) of the Companies Act as applied mutatis mutandis pursuant to Article 24, paragraph (2) of the Act:

(i) The closing price of the Securities at the market where said Securities are traded, as of the day of certification as set forth in Article 30, paragraph (1) (Certification of Articles of Incorporation) of the Companies Act as applied mutatis mutandis pursuant to Article 23, paragraph (4) of the Act (in cases where no sale and purchase transaction was conducted on such day, or where such day falls on a non-business day of said market, the contract price of the sale and purchase transaction effected for the first time after said day); or

(ii) in cases where, as of the day of the certification as set forth in Article 30, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 23, paragraph (4) of the Act, said Securities are the target of a Tender Offer, etc. (meaning the Tender Offer as defined in Article 27-2, paragraph (6) of the Financial Instruments and Exchange Act (including the cases where applied mutatis mutandis pursuant to Article 272-22-2, paragraph (2) of that Article) as well as any equivalent system under the laws and regulations of foreign states; the same shall apply hereinafter), the price of said Securities as of such day provided for in the contract pertaining to said Tender Offer, etc.

(Bank, etc.)

Article 20-3 The financial institutions to be specified by Cabinet Office Ordinance, as referred to in Article 28, paragraph (1), item (iii) of the Act, shall be as follows:

(i) agricultural cooperatives or a federation of agricultural cooperatives that carries out the business set forth in Article 10, paragraph (1), item (iii) (Businesses) of the Agricultural Cooperatives Act (Act No. 132 of 1947);

(ii) fisheries cooperatives, a federation of fisheries cooperatives, fishery processing cooperatives or a federation of fishery processing cooperatives that carries out the business set forth in Article 11, paragraph (1), item (iv) (Types of Business), Article 87, paragraph (1), item (iv) (Types of Business), Article 93, paragraph (1), item (ii) (Types of Business) or Article 97, paragraph (1), item (ii) (Types of Business) of the Fisheries Cooperatives Act (Act No. 242 of 1948);

(iii) credit cooperatives, or a federation of cooperatives that carries out the business set forth in Article 9-9, paragraph (1), item (i) (Federation of Cooperatives) of the Small and Medium-Sized Enterprise Cooperatives Act (Act No. 181 of 1949);

(iv) a shinkin bank, or a federation of shinkin banks;

(vi) a labor bank, or a federation of labor banks;

(iv) The Norinchukin Bank; and

(vii) The Shoko Chukin Bank Limited.

(Matters Requiring Notices to Prospective Subscribers of Fund Contribution)

Article 20-4 The matters to be specified by Cabinet Office Ordinance, as referred to in Article 28, paragraph (1), item (iv) of the Act, shall be the matters specified in the articles of incorporation (excluding those specified in items (i) to (iii) inclusive of that Article), regarding which notices are requested by the prospective subscribers of fund contribution at the time of incorporation of the Mutual Company to the incorporator.

(Matters Requiring Notices to Persons Intending to Make Application for Membership)

Article 20-5 The matters to be specified by Cabinet Office Ordinance, as referred to in Article 30-7, paragraph (1), item (vi) of the Act, shall be the matters specified in the articles of incorporation (excluding the matters specified in items (i) to (v) inclusive of that paragraph), regarding which notices are requested by the persons intending to prospective applicant of membership at the time of incorporation of the Mutual Company to the incorporator.

(Matters to be Determined upon Calling of Meeting)

Article 20-6 The matters to be specified by Cabinet Office Ordinance, as referred to in Article 67, paragraph (1), item (v) (Determinations to Call Organizational Meetings) of the Companies Act as applied mutatis mutandis by replacing certain terms under Article 30-8, paragraph (6) of the Act, shall be as follows:

(i) in cases where the matters set forth in Article 67, paragraph (1), item (iii) or (iv) of the Companies Act as applied mutatis mutandis pursuant to Article 30-8, paragraph (6) of the Act are determined:, the following matters:

(a) the matters to be specified in Organizational Meeting Reference Documents (meaning the Organizational Meeting Reference Documents as set forth in Article 70, paragraph (1) (Giving of Organizational Meeting Reference Documents) of the Companies Act as applied mutatis mutandis pursuant to Article 30-8, paragraph (6) of the Act; the same shall apply in the following Article) pursuant to the provision of paragraph (1) of the following Article;

(b) in cases where the matters specified in Article 67, paragraph (1), item (iii) of the Companies Act as applied mutatis mutandis pursuant to Article 30-8, paragraph (6) of the Act are determined, the time limit for exercise of voting rights in writing (limited to the timing on or before the date and time of the organizational meeting, but which shall fall on or after the day when two weeks passes from the day of dispatching the notice under Article 68, paragraph (1) (Notice of Calling Organization Meeting) of the Companies Act as applied mutatis mutandis pursuant to Article 30-8, paragraph (6) of the Act);

(c) in cases where the matters specified in Article 67, paragraph (1), item (iv) of the Companies Act as applied mutatis mutandis pursuant to Article 30-8, paragraph (6) of the Act are determined, the time limit for exercise of voting rights by the Electromagnetic Means (limited to the timing on or before the date and time of the organizational meeting, but which shall fall on or after the day when two weeks passes from the day of dispatching the notice under Article 68, paragraph (1) (Notice of Calling Organization Meeting) of the Companies Act as applied mutatis mutandis pursuant to Article 30-8, paragraph (6) of the Act);

(d) the details of the treatment, if, in cases where a Voting Form (meaning the Voting Form as defined in Article 70, paragraph (1) (Giving of Voting Forms) of the Companies Act as applied mutatis mutandis pursuant to Article 30-8, paragraph (6) of the Act; hereinafter the same shall apply in this Article and Article 20-8) is submitted to the incorporator without any entry in the space to indicate answer whether the prospective member casts affirmative or negative votes on the items on the agenda (in cases where the space to indicate abstention is to be provided, including the answer whether such prospective member intends to abstain from voting; the same shall apply in Article 20-19 and Article 23), such prospective member is to be treated to have manifested the intention to cast an affirmative or negative vote on the items on agenda, or to abstain from voting;

(e) the matter related to treatment of exercise of voting rights by a prospective member, if the treatment is provided for the cases where a single prospective member exercises the voting rights in duplicate for the same item on the agenda pursuant to the following provisions categorized by the cases as respectively set forth therein and where there is a discrepancy between such duplicate exercises of voting rights for the same item on the agenda (excluding the cases set forth in the following item):

1. in cases where the matter specified in Article 67, paragraph (1), item (iii) of the Companies Act as applied mutatis mutandis pursuant to Article 30-8, paragraph (6) of the Act is provided: Article 75, paragraph (1) (Voting in Writing) of the Companies Act applied mutatis mutandis pursuant to Article 30-8, paragraph (6) of the Act

2. in cases where the matter specified in Article 67, paragraph (1), item (iv) of the Companies Act as applied mutatis mutandis pursuant to Article 30-8, paragraph (6) of the Act is provided: Article 76, paragraph (1) (Voting by Electromagnetic Method) of the Companies Act applied mutatis mutandis pursuant to Article 30-8, paragraph (6) of the Act

(ii) the following matters, in cases where the matter specified in Article 67, paragraph (1), item (iii) and (iv) of the Companies Act as applied mutatis mutandis pursuant to Article 30-8, paragraph (6) of the Act is provided:

(a) in cases where the Voting Form under Article 70, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 30-8, paragraph (6) of the Act is to be delivered (including provision by Electromagnetic Method in lieu of such delivery, as set forth in Article 70, paragraph (2) of the Companies Act as applied mutatis mutandis pursuant to Article 30-8, paragraph (6) of the Act) to a prospective member who has given an approval under Article 68, paragraph (3) of the Companies Act as applied mutatis mutandis pursuant to Article 30-8, paragraph (6) of the Act, subject to such prospective member's request, such fact;

(b) the matter related to treatment of exercise of voting rights by a prospective member, if the treatment is provided for the cases where a single prospective member exercises the voting rights in duplicate for the same item on the agenda pursuant to the provision of Article 75, paragraph (1) (Exercise of Voting Rights in Writing) or Article 76, paragraph (1) (Exercise of Voting Rights by Electromagnetic Method) as applied mutatis mutandis by replacing certain terms under Article 30-8, paragraph (6) of the Act and where there is a discrepancy between such duplicate exercises of voting rights for the same item on the agenda (excluding the cases set forth in the following item):

(iii) the outline of the proposal for the following matter, in cases where such matter is the purpose of the organization meeting, except for the cases as set forth in item (i):

(a) election of Officers, etc. at Incorporation (meaning Directors at Incorporation, Accounting Advisors at Incorporation, Company Auditors at Incorporation and Accounting Auditors at Incorporation as set forth in Article 30-10, paragraph (1) of the Act); and

(b) amendment to articles of incorporation.

(Organizational Meeting Reference Documents)

Article 20-7 (1) The Organizational Meeting Reference Documents to be given pursuant to the provision of Article 70, paragraph (1) or Article 71, paragraph (1) (Giving of Organizational Meeting Reference Documents) of the Companies Act as applied mutatis mutandis pursuant to Article 30-8, paragraph (6) of the Act shall be prepared in accordance with the Appended Form No. 5.

(2) The delivery of Organizational Meeting Reference Documents implemented by an incorporator, providing for the matters specified in Article 67, paragraph (1), items (iii) and (iv)(Determinations to Call Organizational Meetings) of the Companies Act as applied mutatis mutandis pursuant to Article 30-8, paragraph (6) of the Act (such delivery shall include the provision of information implemented by the Electromagnetic Means in lieu of delivery) shall be the delivery of the Organizational Meeting Reference Documents as set forth in Article 70, paragraph (1) and Article 71, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 30-8, paragraph (6) of the Act.

(Voting Forms)

Article 20-8 (1) Voting Forms to be delivered pursuant to the provision of Article 70, paragraph (1) (Giving of Voting Forms, etc.) of the Companies Act, as applied mutatis mutandis pursuant to Article 30-8 of the Act, shall be prepared in accordance with the Appended Form No. 5-2.

(2) In cases where the incorporator has prescribed the matter specified in Article 20-6, item (ii), sub-item (a), he/she shall, upon the request from a prospective member who has given an approval under Article 68, paragraph (3) (Notices of Calling of Organizational Meetings) of the Companies Act as applied mutatis mutandis pursuant to Article 30-8, paragraph (6) of the Act, deliver to such prospective member a Voting Form under Article 70, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 30-8, paragraph (6) of the Act (such delivery shall include the provision of information implemented by the Electromagnetic Means in lieu of delivery, pursuant to the provision of Article 70, paragraph (2) of the Companies Act as applied mutatis mutandis pursuant to Article 30-8, paragraph (6) of the Act x).

(3) The matters to be contained in the Voting Form to be provided by the Electromagnetic Means as referred to in Article 71, paragraph (3) or (4) of the Companies Act as applied mutatis mutandis pursuant to Article 30-8, paragraph (6) of the Act shall be in accordance with the Appended Form No. 5-2.

(Time Limit for Exercise of Voting Rights in Writing)

Article 20-9 The timing to be specified by Cabinet Office Ordinance, as referred to in Article 75, paragraph (1) (Exercise of Voting Rights in Writing) of the Companies Act as applied mutatis mutandis by replacing certain terms under Article 30-8, paragraph (6) of the Act, shall be the time limit for exercise as set forth in Article 20-6, item (i), sub-item (b).

(Time Limit for Exercise of Voting Rights by Electromagnetic Means)

Article 20-10 The timing to be specified by Cabinet Office Ordinance, as referred to in Article 76, paragraph (1) (Exercise of Voting Rights by Electromagnetic Means) of the Companies Act as applied mutatis mutandis by replacing certain terms under Article 30-8, paragraph (6) of the Act, shall be the time limit for exercise as set forth in Article 20-6, item (i), sub-item (c).

(Accountability of Incorporators)

Article 20-11 The cases to be specified by Cabinet Office Ordinance, as referred to in Article 78 (Accountability of Incorporators) of the Companies Act as applied mutatis mutandis by replacing certain terms under Article 30-8, paragraph (6) of the Act, shall be as follows:

(i) cases where it is necessary to perform an investigation in order to provide explanation for any matter so requested by a prospective member (excluding the following cases):

(a) cases where the prospective member has notified the incorporator of such matter within a reasonable period of time before the day of the organizational meeting; or

(b) cases where it is extremely easy to conduct investigation necessary in order to provide explanation on such matter.

(ii) cases where giving explanation on the matter so requested by the prospective member would be detrimental to the rights of the Mutual Company after incorporation or any other parties (excluding such prospective member);

(iii) cases where the prospective member repeatedly requests explanation on the substantially identical subjects at the organization meeting; and

(iv) in addition to the cases set forth in the preceding three items, cases where there is any justifiable ground for refraining from giving explanation on the matters so requested by a prospective member.

(Minutes of Organizational Meeting)

Article 20-12 (1) Preparation of minutes of organizational meeting under Article 81, paragraph (1) (Minutes) of the Companies Act as applied mutatis mutandis pursuant to Article 30-8, paragraph (6) of the Act shall be as set forth in this Article.

(2) The minutes of organizational meeting shall be prepared in writing or by means of Electromagnetic Records.

(3) The minutes of organizational meeting shall contain the following matters:

(i) the date and place of convocation of the organizational meeting;

(ii) the substance of the proceeding of the organizational meeting, as well as results thereof;

(iii) the names of the incorporators, Directors at Incorporation (meaning Directors at Incorporation as defined in Article 30-10, paragraph (1) of the Act; the same shall apply in Article 20-18) Accounting Advisors at Incorporation (meaning Accounting Advisors at Incorporation as defined in that paragraph), Company Auditors at Incorporation (meaning Directors at Incorporation as defined in that paragraph; the same shall apply in Article 20-18), Accounting Auditors at Incorporation (meaning Accounting Auditors at Incorporation as defined in that paragraph), or Executive Officers at Incorporation (meaning Executive Officers at Incorporation as defined in Article 30-10, paragraph (6) of the Act) present at the organizational meeting;

(iv) in cases where the organizational meeting was presided over by the chairperson, the name of such chairperson; and

(v) the names of the incorporators who took charge of duties to prepare the minutes.

(Members List)

Article 20-13 (1) The list of members of a Mutual Company as referred to in Article 32-3, paragraph (1) of the Act shall be prepared at least once a business year and shall cover the members as of a certain day within three month prior to the day of preparation thereof.

(2) The matters to be specified by Cabinet Office Ordinance, as referred to in Article 32-3, paragraph (1) of the Act, shall be as follows:

(i) trade names or names of members; and

(ii) domiciles or residences of members.

(Juridical Person Whose Management is Controlled by Mutual Company)

Article 20-14 (1) The juridical person to be specified by Cabinet Office Ordinance, as referred to in Article 33-2, paragraph (1) of the Act, shall be the Company, etc. (meaning a company (including a foreign company), partnership (including a foreign entity equivalent to a partnership) or any other entity equivalent to the aforementioned; hereinafter the same shall apply in this Article and Article 24-3), whose decision-making on financial and business policies are taken control over by the Mutual Company.

(2) The term "decision-making on financial and business policies are taken control over by the Mutual Company" as referred to in the preceding paragraph shall be the following cases (excluding the cases where the Mutual Company is found as obviously not having control over decision-making on financial and business policies of such Company, etc., in terms of the financial or business relationship) (hereinafter the same shall apply in this paragraph):

(i) cases where the ratio of number of voting rights owned on the Mutual Company's own account (including the account of its Substantial Subsidiary Company (meaning a Substantial Subsidiary Company as set forth in Article 33-2, paragraph (1) of the Act; hereinafter the same shall apply in this paragraph) to the total number of voting rights in a Company, etc. (excluding the following Company, etc. regarding which no effective parent-subsidiary relationship is found to exist; hereinafter the same shall apply in this paragraph) exceeds fifty percent;

(a) a Company, etc. that is subject to an order of commencement of rehabilitation proceedings under the provisions of the Civil Rehabilitation Act (Act No. 225 of 1999):

(b) a stock company that is subject to an order of commencement of corporate reorganization proceedings under the provisions of the Corporate Reorganization Act (Act No. 154 of 2002);

(c) a Company, etc. that is subject to an order of commencement of bankruptcy proceedings under the provisions of the Bankruptcy Act (Act No. 75 of 2004); and

(d) any other Company, etc. which is equivalent to any of those specified in items (a) to (c) inclusive.

(ii) the cases where the ratio of number of voting rights owned on the Mutual Company's own account to the total number of voting rights in the Company, etc. is not less than forty percent (excluding the case set forth in the preceding item), and where any of the requirements is met:

(a) that the ratio of the Number of Self-Owned Voting Rights (meaning the total number of the following voting rights; the same shall apply in the following item) to the total number of voting rights in a Company, etc. exceeds fifty percent:

1. voting rights owned on the Mutual Company's own account;

2. the voting rights owned by any party having a close relationship with the Mutual Company in terms of equity contribution, personnel affairs, funding, technology, business transactions, etc. and therefore is likely to exercise its voting rights in concert with the intention of the Mutual Company;

3. the voting rights owned by any persons who have given their consent to exercising their voting rights in concert with the intent of the Mutual Company.

(b) that the ratio of the number of following persons (limited to the persons who may exert his/her influence on decision-making of financial and business policies of the Company, etc.) to the total number of members of the board of directors or any other organ equivalent thereto of the Company, etc. exceeds fifty percent:

1. the Mutual Company's own officers;

2. the members who execute the Mutual Company's business;

3. the Mutual Company's employees; and

4. the person who formerly held any of the positions set forth in 1. to 3. inclusive above.

(c) that there exists a contract or the like providing that the Mutual Company shall take control over significant decisions on financial or business policies of the Company, etc.;

(d) the ratio of the amount of loan (including guarantee of obligations and provision of collateral; hereinafter the same in sub-item (d)) granted by the Mutual Company to the total amount of the fund procured by the Company, etc. (limited to the amount recorded in the liabilities section of the balance sheet; the same shall apply in sub-item (d); and including the amount financed by any party having close relationship with the Mutual Company in terms of equity contribution, personnel affairs, funding, technology, business transactions, etc.) exceeds fifty percent; and

(e) that there exists any other fact inferring that the Mutual Company has control over the decision-making of financial and business policies of the Company, etc.

(iii) cases where the ratio of the Number of Self-Owned Voting Rights to the total number of voting rights in the Company, etc. exceeds fifty percent (including the cases where the Mutual Company does not own the voting rights on its own account, and excluding the cases set forth in the preceding two items) , and where any of the requirements set forth in sub-items (b) to (e) of the preceding item is met.

(Exception of Special Purpose Company)

Article 20-15 Notwithstanding the provision of the preceding Article, with regard to a Special Purpose Company (meaning a specific purpose company defined in Article 2, paragraph (3) (Definitions) of the Act on Securitization of Assets (Act No. 105 of 1998) and a business entity engaged in a business similar thereto which is restricted from effecting any modification to its business contents; hereinafter the same shall apply in this Article and Article 52-12-2, paragraph (3)), if all of the following requirements are met, said Special Purpose Company shall be presumed as not falling under a Substantial Subsidiary Company of the equity investor in the Special Purpose Company or of the Mutual Company which assigned its assets to the Special Purpose Company:

(i) that the Special Purpose Company has been incorporated for the purpose of allowing the owners of securities (including the rights to be indicated on the securities) issued by said Special Purpose Company (such owners shall include the creditors of specific purpose borrowings defined in Article 2, paragraph (12) of the Asset Securitization Act and also including the creditors of similar borrowings) to receive the profits generating from assets that have been transferred to said Special Purpose Company at a fair value;

(ii) that the business of said Special Purpose Company is appropriately executed in accordance with the purpose thereof.

(Directors, etc. to be Held Liable for Providing Benefits)

Article 20-16 The persons to be specified by Cabinet Office Ordinance, as referred to in Article 120, paragraph (4) (Giving Benefits on Exercise of Shareholder's Right) of the Companies Act as applied mutatis mutandis by replacing certain terms under Article 33-2, paragraph (2) of the Act shall be as follows:

(i) the director and executive officer who executed the duties related to provision of benefits (meaning provision of benefits as referred to in Article 33-2, paragraph (1) of the Act; hereinafter the same shall apply in this Article);

(ii) if the provision of benefit was implemented in accordance with the resolution of the board of directors, the following persons:

(a) the director who casted an affirmative vote on the resolution of the board of directors; and

(b) the director and executive officer who submitted the proposed item on the agenda regarding provision of such benefit to the board of directors; and

(iii) if the provision of benefit was implemented in accordance with the resolution of the general meeting of members (or a General Meeting of Representative Members, in cases where it has been organized; hereinafter the same shall apply in this item), the following persons:

(a) the director who has submitted to the General Meeting of Members the proposed item on the agenda regarding provision of such benefit:

(b) if the proposal referred to in sub-item (a) was submitted in accordance with the resolution of the board of directors, the directors who casted affirmative votes on such resolution of the board of directors; and

(c) the director and executive officer who gave an explanation related to provision of such benefits at the General Meeting of Representative Members.

(Method for Filing Request for Instituting Action for Pursuing Liability, etc.)

Article 20-17 The methods to be specified by Cabinet Office Ordinance, as referred to in Article 847, paragraph (1) (Action for Pursuing Liability, etc.) of the Companies Act as applied mutatis mutandis by replacing certain terms under Article 33-2, paragraph (2) and Article 53-37 of the Act shall be the submission of documents specifying the following matters, or the provision of such information by means of Electromagnetic Means:

(i) the prospective defendant; and

(ii) object of claim, and facts necessary for specifying the claim.

(Method of Notification of Reason for Not Filing Action)

Article 20-18 (1) The methods to be specified by Cabinet Office Ordinance, as referred to in Article 847, paragraph (4) (Action for Pursuing Liability, etc.) of the Companies Act as applied mutatis mutandis by replacing certain terms under Article 33-2, paragraph (2) and Article 53-37 of the Act shall be the submission of documents specifying the following matters, or the provision of such information by means of Electromagnetic Means:

(i) the details of investigation performed by the Mutual Company (including the materials which served the basis of judgment referred to in the following item);

(ii) judgment as to whether the Alleged Person shall be held liable for any responsibility or obligation, and grounds of such judgment; and

(iii) in cases where the company judges the Alleged Person to be held liable for any responsibility or obligation, and where the company refrains from filing an action for pursuing liability, etc. (meaning an action for pursuing liability, etc. as set forth in Article 847, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 33-2, paragraph (2) and Article 53-37 of the Act), the grounds therefor.

(2) The term "Alleged Person" as set forth in items (ii) and (iii) of the preceding paragraph shall mean any of the following persons who falls under the category set forth in item (i) of the preceding Article, and who pertains to the claim under Article 847, paragraph (1) of the Companies Act as applied mutatis mutandis by replacing certain terms under Article 33-2, paragraph (2) and Article 53-37 of the Act:

(i) an incorporator;

(ii) a Director at Incorporation and Company Auditor at Incorporation;

(iii) an Officer, etc. (collectively meaning a director, accounting advisor, company auditor, executive officer or accounting auditor; the same shall apply hereinafter);

(iv) a liquidator; and

(v) a recipient of the benefit under Article 120, paragraph (3) (Giving Benefits on Exercise of Shareholder's Right) of the Companies Act as applied mutatis mutandis pursuant to Article 33-2, paragraph (2) of the Act .

(Matters to be Determined upon Calling of Meeting)

Article 20-19 The matters to be specified by Cabinet Office Ordinance, as referred to in Article 298, paragraph (1), item (v) (Determinations to Call Shareholders Meetings) of the Companies Act as applied mutatis mutandis by replacing certain terms under Article 41, paragraph (1) of the Act, shall be as follows:

(i) in cases where the general meeting of members as set forth in Article 298, paragraph (1), item (i) of the Companies Act as applied mutatis mutandis by replacing certain terms under Article 41, paragraph (1) is an ordinary general meeting of members, and where the date as set forth in that item substantially differs from the anniversary of the date of ordinary shareholders meeting pertaining to the previous business year, the reason for determining such date;

(ii) in cases where the place of general meeting of members as set forth in Article 298, paragraph (1), item (i) of the Companies Act as applied mutatis mutandis by replacing certain terms under Article 41, paragraph (1) of the Act is substantially far from any place of general meeting of members previously held (excluding the following cases), the reason for determining such place:

(a) that such place is designated by the articles of incorporation; or

(b) that all members not attending the general meeting shareholders have consented to convocation at such place.

(iii) in cases where the matters set forth in Article 298, paragraph (1), item (iii) or (iv) of the Companies Act as applied mutatis mutandis pursuant to Article 41, paragraph (1) of the Act are provided, the following matters (excluding the cases where the articles of incorporation provides for the matters set forth in sub-items (b) to (d) inclusive and sub-item (f); and also excluding such matters in cases where such matters are to determined to be delegated to directors.)

(a) the matters to be stated in the Reference Documents for General Meeting of Members (meaning Reference Documents for General Meeting of Members as set forth in Article 301, paragraph (1) (Giving of Reference Documents for Shareholders Meeting) as applied mutatis mutandis by replacing certain terms under Article 41, paragraph (1) of the Act; hereinafter the same shall apply in this Article to Article 20-21 inclusive), pursuant to the provision of paragraph (1) of the following Article (excluding the matters specified in 9. of Appended Form No. 5 (Points in Attention Concerning Preparation of Document));

(b) in cases where a specific timing (limited to the timing on or before the date and time of general meeting of members, but which shall fall or after the day when two weeks passes from the day of dispatching the notice under Article 299, paragraph (1) (Notice of Calling of Shareholders Meeting) of the Companies Act as applied mutatis mutandis pursuant to Article 41, paragraph (1) of the Act) is to be designated as the time limit for exercise of voting rights in writing, such specific timing;

(c) in cases where a specific timing (limited to the timing on or before the date and time of the general meeting of members, but which shall fall on or after the day when two weeks passes from the day of dispatching the notice under Article 299, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 41, paragraph (1) of the Act) is to be designated as the time limit for exercise of voting rights by Electromagnetic Means, such specific timing;

(d) the details of the treatment, if, in cases where a Voting Form (meaning the Voting Form as defined in Article 301, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 41, paragraph (1) of the Act; hereinafter the same shall apply in the following item and Article 20-22) is submitted to the Mutual Company without any entry in the space to indicate answer whether the member casts an affirmative or negative vote on the items on the agenda, such member is to be treated to have manifested the intention to cast an affirmative or negative vote on the items on agenda, or to abstain from voting;

(e) the matter to be omitted from the Reference Documents for General Meeting of Members to be provided to members, due to the ground of implementation of the measure under Article 20-21, paragraph (1);

(f) the matter related to treatment of exercise of voting rights by a member, if the treatment is prescribed for the cases where a single member exercises the voting rights in duplicate for the same item on the agenda pursuant to the following provisions categorized by the cases as respectively set forth therein and where there is a discrepancy between such duplicate exercises of voting rights for the same item on the agenda (excluding the cases set forth in the following item):

1. cases where the matter specified in Article 298, paragraph (1), item (iii) of the Companies Act as applied mutatis mutandis pursuant to Article 41, paragraph (1) of the Act is provided: Article 301, paragraph (1) (Exercise of Voting Rights in Writing) of the Companies Act applied mutatis mutandis pursuant to Article 41, paragraph (1) of the Act

2. cases where the matter specified in Article 298, paragraph (1), item (iv) of the Companies Act as applied mutatis mutandis pursuant to Article 41, paragraph (1) of the Act is provided: Article 312, paragraph (1) (Exercise of Voting Rights by Electromagnetic Methods) of the Companies Act applied mutatis mutandis pursuant to Article 41, paragraph (1) of the Act

(iv) the following matters, in cases where the matters specified in Article 298, paragraph (1), items (iii) and (iv) of the Companies Act as applied mutatis mutandis pursuant to Article 41, paragraph (1) of the Act are provided (excluding the matters set forth in sub-item (a) or (b), in cases where the articles of incorporation provides for such matters):

(a) in cases where the Voting Form under Article 301, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 41, paragraph (1) of the Act is to be delivered (including provision by Electromagnetic Method in lieu of such delivery, as set forth in Article 301, paragraph (2) of the Companies Act as applied mutatis mutandis pursuant to Article 41, paragraph (1) of the Act) to a member and who has given an approval under Article 299, paragraph (3) of the Companies Act as applied mutatis mutandis pursuant to Article 41, paragraph (1) of the Act, subject to such member's request, such fact;

(b) the matter related to treatment of exercise of voting rights by a member, if the treatment is provided for the cases where a single member exercises the voting rights in duplicate for the same item on the agenda pursuant to the provision of Article 311, paragraph (1) or Article 312, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 41, paragraph (6) of the Act and where there is a discrepancy in the duplicate exercises of voting rights for the same item on the agenda :

(v) in cases where, in connection with proxy voting under Article 310, paragraph (1) (Proxy Voting) of the Companies Act as applied mutatis mutandis pursuant to Article 41, paragraph (1) of the Act, any matter related to proxy voting such as method of certifying the authority of representation (including qualification of proxies) and number of proxies are to be provided, such matters (excluding the cases where such matters are provided for in the articles of incorporation);

(vi) in the case other than as set forth in item (iii), if the object of the General Meeting of Representative Members is any of the following matter, the outline of the proposal related to such matter (or, if the proposal has not been finalized yet, such fact):

(a) election of Officers, etc.;

(b) Remuneration, etc. (meaning remuneration, bonuses or any other type of property benefit payable from a Mutual Company in consideration of performance of duties; hereinafter the same shall apply in this Subsection) of Officers, etc.;

(c) acts listed in Article 62-2, paragraph (1), items (i) to (iii) inclusive of the Act;

(d) amendment to articles of incorporation; and

(e) merger.

(Reference Documents for General Meeting of Members)

Article 20-20 (1) The Reference Documents for General Meeting of Members to be delivered pursuant to the provision of Article 301, paragraph (1) or Article 302, paragraph (1) (Delivery of Reference Documents for Shareholders Meetings) of the Companies Act as applied mutatis mutandis by replacing certain terms under Article 41 of the Act shall be prepared in accordance with the Appended Form No. 5.

(2) The delivery of Reference Documents for General Meeting of Members implemented by a Mutual Company, providing for the matters specified in Article 298, paragraph (1), items (iii) and (iv) (Determination to Call Shareholders Meeting) of the Companies Act as applied mutatis mutandis by replacing certain terms under Article 41, paragraph (1) of the Act (such delivery shall include the provision of information implemented by the Electromagnetic Means in lieu of delivery) shall be the delivery of the Reference Documents for General Meeting of Members as set forth in Article 301, paragraph (1) and Article 302, paragraph (1) of the Companies Act as applied mutatis mutandis by replacing certain terms under Article 41, paragraph (1) of the Act.

(3) A director may, in addition to a Notice of Calling (meaning a notice under Article 299, paragraph (2) or (3) (Determination to Call Shareholders Meeting) of the Companies Act, as applied mutatis mutandis pursuant to Article 41, paragraph (1) of the Act; hereinafter the same shall apply in this Article to Article 20-22 inclusive), notify the method of announcement of updated information to members in cases where there occurs any event which requires modification to any matter to be stated in the Reference Documents for General Meeting of Members within the period between the day of dispatching the Notice of Calling and the day immediately prior to the date of the general meeting of members.

(4) In cases where, among the matters to be stated in the Reference Documents for General Meeting of Members to be provided to members in connection with the same general meeting of members, there is any matter already included in other document or any information to be provided by the Electromagnetic Means, such matters needs not be included in the Reference Documents for General Meeting of Members to be provided to the members. In this case, it shall be specifically noted that there is any matter already included in other document or any information to be provided by the Electromagnetic Means.

(5) In cases where, among the matters to be included in the Notice of Calling to be sent to the members or in the business report to be provided to members pursuant to the provision of Article 54-5 in connection with the same general meeting of members, there is any matter already included in the Reference Documents for General Meeting of Members, such matters need not be included in the Notice of Calling to be sent to the members or in the business report to be provided to members pursuant to the provision of that Article.

(Exception to Preparation of Reference Documents for General Meeting of Members)

Article 20-21 (1) In cases where, for the period between the time of dispatching a Notice of Calling of the general meeting of members and the day when three months passes from the day of the general meeting of members, the measure (limited to the method specified in Article 14-5, paragraph (1), item (i), sub-item (b), which is to be implemented by the method using Automatic Public Transmission Server connected to the Internet (the term "Automatic Public Transmission Server" means a device which, when connected with a telecommunications line available for the public, executes automatic public transmission of information recorded on its public transmission recording medium made available for the automatic public transmission or information inputted into such device; the same shall apply hereinafter)) is implemented so as to keep members accessible to information pertaining to the matters to be included in the relevant Reference Documents for General Meeting of Members (excluding the following matters), such the Reference Documents for General Meeting of Members containing such matters shall be deemed to have been provided to the members; provided, however, that this shall be limited to the case where it is provided for in the articles of incorporation that the measure referred to in this paragraph shall be implemented.

(i) items on agenda;

(ii) the matters specified in Article 29-2, paragraph (3), items (i) to (xiv) inclusive, if such matters are required to be specified in the Reference Documents for General Meeting of Members;

(iii) the matters to be specified in the Reference Documents for General Meeting of Members pursuant to the provision of the following paragraph; and

(iv) in cases where, in connection with the implementation of the measures under this paragraph in relation to the matters to be stated in the Reference Documents for General Meeting of Members (excluding the matters specified in the preceding two items), any company auditor or audit committee raised any objection, such matter.

(2) In the case referred to in the preceding paragraph, the Reference Documents for General Meeting of Members to be provided to members shall contain the characters, numbers, marks or any other types of symbols or a combination thereof created for the purpose of the online identification of the portion of the Automatic Public Transmission Server assigned for the purpose of implementing the measure under that paragraph, which enables the information recipients to browse the contents of such information by inputting it into the computers they use and to record the information into the file stored on such computers.

(Voting Forms)

Article 20-22 (1) Voting Forms to be delivered pursuant to the provision of Article 301, paragraph (1) (Giving of Voting Forms, etc.) of the Companies Act, as applied mutatis mutandis pursuant to Article 41, paragraph (1) of the Act, shall be prepared in accordance with the Appended Form No. 5-2.

(2) The matters to be contained in the Voting Form to be provided by means of the Electromagnetic Methods as referred to in Article 302, paragraph (3) or (4) (Giving of Voting Forms, etc.) of the Companies Act, as applied mutatis mutandis pursuant to Article 41, paragraph (1) of the Act, shall be as set forth in the Appended Form No. 5-2.

(3) In cases where the Mutual Company has prescribed any provision on the matters listed in Article 20-19, item (iv), sub-item (a), it shall, upon the request from the member who has given an approval pursuant to the provision of Article 299, paragraph (3) (Notice of Calling of Shareholders' Meetings) of the Companies Act, as applied mutatis mutandis pursuant to Article 41, paragraph (1) of the Act, deliver to such member a Voting Form as set forth in Article 301, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 41, paragraph (1) of the Act (such delivery shall include the provision of information implemented by the Electromagnetic Means in lieu of delivery, as set forth in Article 301, paragraph (2) of the Companies Act as applied mutatis mutandis pursuant to Article 41, paragraph (1) of the Act).

(4) In cases where, among the matters to be contained in the Notice of Calling to be sent to the members in connection with the same general meeting of members, there is any matter already stated in the Voting Form, such matter need not be contained in the Notice of Calling.

(5) In cases where, among the matters to be contained in the Voting Form (limited to the matters specified in the following) to be provided to members in connection with the same general meeting of members, there is any matter already included in the Notice of Calling, such matter need not be contained in the Voting Form.

(ii) the matter specified in Article 20-19, item (iii), sub-item (d);

(ii) the matter specified in Article 20-19, item (iv), sub-item (b); and

(iii) time limit for the exercise of the voting rights.

(Time Limit for Exercise of Voting Rights in Writing)

Article 20-23 The timing to be specified by Cabinet Office Ordinance, as referred to in Article 311, paragraph (1) (Exercise of Voting Rights in Writing) of the Companies Act as applied mutatis mutandis pursuant to Article 41, paragraph (1) of the Act shall be the end of the business hour immediately before the time of general meeting of members (in cases where the matter specified in Article 20-19, item (iii), sub-item (b) is provided, the specific time as set forth in sub-item (b) of that item).

(Time Limit for Exercise of Voting Rights by Electromagnetic Means)

Article 20-24 The timing to be specified by Cabinet Office Ordinance, as referred to in Article 312, paragraph (1) (Exercise of Voting Rights by Electromagnetic Methods) of the Companies Act as applied mutatis mutandis pursuant to Article 41, paragraph (1) of the Act shall be the end of the business hour immediately before the time of general meeting of members (in cases where the matter specified in Article 20-19, item (iii), sub-item (c) has been provided, the specific time as set forth in sub-item (c) of that item).

(Accountability of Directors, etc.)

Article 20-25 The cases to be specified by Cabinet Office Ordinance, as referred to in Article 314 (Accountability of Directors, etc.) of the Companies Act as applied mutatis mutandis by replacing certain terms under Article 41, paragraph (1) of the Act, shall be as follows:

(i) cases where it is necessary to perform an investigation in order to provide explanation for any matter so requested by a member (excluding the following cases):

(a) cases where the member has notified the Mutual Company of such matter within a reasonable period of time before the day of the general meeting of members; or

(b) cases where it is extremely easy to conduct investigation necessary in order to provide explanation on such matter.

(ii) cases where giving explanation on the matter so requested by the member would be detrimental to the rights of the Mutual Company or any other parties (excluding such member);

(iii) cases where the member repeatedly requests explanation on the substantially identical subjects at the general meeting of members; and

(iv) in addition to the cases set forth in the preceding three items, cases where there is any justifiable ground for refraining from giving explanation on the matters so requested by a member.

(Minutes)

Article 20-26 (1) Preparation of minutes of the general meeting of members under Article 318, paragraph (1) (Minutes) of the Companies Act as applied mutatis mutandis by replacing certain terms under Article 41, paragraph (1) of the Act shall be as set forth in this Article.

(2) The minutes of general meeting of members shall be prepared in writing or by means of Electromagnetic Records.

(3) The minutes of general meeting of members shall contain the following matters:

(i) the date and place of convocation of the general meeting of members (including the method of attendance, if directors, executive officers, accounting advisors, company auditors, accounting auditors or members not present at such place attended the general meeting of members);

(ii) the substance of the proceeding of the general meeting of members, as well as results thereof;

(iii) in cases where, pursuant to any of the following provisions, any opinion or remark was presented at the general meeting of members, the outline of such opinions or remarks:

(a) Article 345, paragraph (1) (Statement of Opinions on Election of Accounting Advisors, etc.) of the Companies Act as applied mutatis mutandis pursuant to Article 53-11 of the Act (including the cases where applied mutatis mutandis pursuant to Article 345, paragraphs (4) and (5) of the Companies Act as further applied mutatis mutandis pursuant to Article 53-11 of the Act);

(b) Article 345, paragraph (2) of the Companies Act as applied mutatis mutandis pursuant to Article 53-11 of the Act (including the cases where applied mutatis mutandis pursuant to Article 345, paragraphs (4) and (5) of the Companies Act as further applied mutatis mutandis pursuant to Article 53-11 of the Act);

(c) Article 377, paragraph (1) (Statement of Opinions at Shareholders Meetings) of the Companies Act as applied mutatis mutandis pursuant to Article 53-17 of the Act;

(d) Article 379, paragraph (3) (Remunerations for Accounting Advisors) of the Companies Act as applied mutatis mutandis pursuant to Article 53-17 of the Act;

(e) Article 384 (Duty to Report to Shareholders Meeting) of the Companies Act as applied mutatis mutandis pursuant to Article 53-20 of the Act;

(f) Article 387, paragraph (3) (Remunerations for Company Auditors) of the Companies Act as applied mutatis mutandis pursuant to Article 53-20 of the Act;

(g) Article 398, paragraph (1) (Statement of Opinions at Annual Shareholders Meeting) of the Companies Act as applied mutatis mutandis pursuant to Article 53-23 of the Act; and

(g) Article 398, paragraph (2) of the Companies Act as applied mutatis mutandis pursuant to Article 53-23 of the Act.

(iv) the names of directors, executive officers, accounting advisors, company auditors or accounting auditors present at the general meeting of members;

(v) in cases where the general meeting of members was presided over by the chairperson, the name of such chairperson; and

(vi) the names of the director who took charge of duties to prepare the minutes.

(4) In the case referred to in the following items, the minutes of general meeting of members shall contain the matters respectively set forth in the relevant items:

(i) in cases where, pursuant to the provision of Article 319, paragraph (1) (Omission of Resolution of Shareholders Meetings) of the Companies Act as applied mutatis mutandis by replacing certain terms under Article 41, paragraph (1) of the Act, the resolution of the general meeting of members is deemed to have been made: the following matters

(a) the details of the matters which are deemed to have been resolved at the general meeting of members;

(b) the name of the person who made a proposal of the matter set forth in item (a);

(c) the day when the resolution of general meeting of members is deemed to have been made; and

(d) the name of the director who took charge of duty of preparation of the minutes.

(ii) in cases where, pursuant to the provision of Article 320 (Omission of Report to Shareholders Meetings) of the Companies Act as applied mutatis mutandis by replacing certain terms under Article 41, paragraph (1) of the Act, the report to the general meeting of members is deemed to have been made: the following matters

(a) the matters which are deemed to have been reported to the general meeting of members;

(b) the day when the report to the general meeting of members is deemed to have been made; and

(d) the name of the director who took charge of duty of preparation of the minutes.

(Matters Related to Representative Members Which are to be Stated in Articles of Incorporation)

Article 21 The matters to be specified by Cabinet Office Ordinance, as referred to in Article 42, paragraph (2) of the Act, shall be as follows:

(i) the authorized number of Representative Members;

(ii) the term of office of Representative Members;

(iii) the method of appointment of Representative Members; and

(iv) the measures to be implemented in case of vacancy in office of Representative Members.

(Reference Documents for General Meeting of Representative Members)

Article 22 (1) The document setting forth the matters which would serve as reference information for exercise of the voting rights, which are to be delivered pursuant to the provision of Article 48, paragraph (1) of the Act (hereinafter referred to as "Reference Documents for General Meeting of Representative Members" in this Article, the following Article and Article 23) shall be prepared in accordance with the Appended Form No. 5-3.

(2) The delivery of Reference Documents for General Meeting of Representative Members implemented by a Mutual Company, providing for the matters specified in Article 298, paragraph (1), items (iii) and (iv) (Determination to Call Shareholders Meeting)of the Companies Act as applied mutatis mutandis by replacing certain terms under Article 49, paragraph (1) of the Act (such delivery shall include the provision of information implemented by the Electromagnetic Means in lieu of delivery) shall be the delivery of the Reference Documents for General Meeting of Representative Members as set forth in Article 48, paragraph (1).

(3) A director may, in addition to a Notice of Calling (meaning a notice under Article 299, paragraph (2) or (3) (Determination to Call Shareholders Meeting) of the Companies Act as applied mutatis mutandis pursuant to Article 49, paragraph (1) of the Act; hereinafter the same shall apply in this Article to Article 22-3 inclusive), notify the method of announcement of updated information to representative members in cases where there occurs any event which requires modification to any matter to be stated in the Reference Documents for General Meeting of Representative Members within the period between the day of dispatching the Notice of Calling and the day immediately prior to the date of the General Meeting of Representative Members.

(4) In cases where, among the matters to be stated in the Reference Documents for General Meeting of Representative Members to be provided to representative members in connection with the same General Meeting of Representative Members, there is any matter already included in any other document or any information to be provided by way of the Electromagnetic Means, such matters needs not be included in the Reference Documents for General Meeting of Representative Members to be provided to the representative members. In this case, it shall be specifically noted that there is any matter already stated in other document or any information to be provided by way of the Electromagnetic Means.

(5) In cases where, among the matters to be included in the Notice of Calling to be sent to the representative members or in the business report to be provided to representative members pursuant to the provision of Article 54-5 in connection with the same General Meeting of Representative Members, there is any matter stated in the Reference Documents for General Meeting of Representative Members, such matters need not be included in the Notice of Calling to be sent to the representative members or in the business report to be provided to representative members pursuant to the provision of that Article.

(Exception to Preparation of Reference Documents for General Meeting of Representative Members)

Article 22-2 (1) In cases where, for the period between the time of dispatching a Notice of Calling of the General Meeting of Representative Members and the day when three months passes from the day of the General Meeting of Representative Members, the measure (limited to the method specified in Article 14-5, paragraph (1), item (i), sub-item (b), which is to be implemented by the method using Automatic Public Transmission Server connected to the Internet) is implemented so as to keep Representative Members accessible to information pertaining to the matters to be contained in the relevant Reference Documents for General Meeting of Representative Members (excluding the following matters), the Reference Documents for General Meeting of Representative Members containing such matters shall be deemed to have been provided to the representative members; provided, however, that this shall be limited to the case where it is provided for in the articles of incorporation that the measure referred to in this paragraph shall be implemented.

(i) items on agenda;

(ii) the matters specified in Article 29-2, paragraph (3), items (i) to (xiv) inclusive, if such matters are required to be specified in the Reference Documents for General Meeting of Representative Members;

(iii) the matters to be specified in the Reference Documents for General Meeting of Representative Members pursuant to the provision of the following paragraph; and

(iv) in cases where, in connection with the implementation of the measures under this paragraph in relation to the matters to be stated in the Reference Documents for General Meeting of Representative Members (excluding the matters specified in the preceding two items), any company auditor or audit committee raised any objection, such matter.

(2) In the case referred to in the preceding paragraph, the Reference Documents for General Meeting of Representative Members to be provided to members shall contain the characters, numbers, marks or any other types of symbols or a combination thereof created for the purpose of the online identification of the portion of the Automatic Public Transmission Server assigned for the purpose of implementing the measure under such paragraph, which enables the information recipients to browse the contents of such information by inputting it into the computers they use and to record the information into the file stored on such computers.

(Voting Forms)

Article 22-3 (1) Voting forms to exercise the voting rights which are to be delivered pursuant to the provision of Article 48, paragraph (3) of the Act (hereinafter referred to as "Voting Form" in this Article and the following Article) shall be prepared in accordance with the Appended Form No. 5-2.

(2) The matters to be contained in the Voting Form to be provided by means of the Electromagnetic Methods as referred to in Article 48, paragraph (5) or (6) of the Act shall be as set forth in the Appended Form No. 5-2.

(3) In cases where the Mutual Company has prescribed any provision on the matters listed in sub-item (a), item (iv) of the following Article, it shall, upon the request from the Representative Member who has given an approval pursuant to the provision of Article 299, paragraph (3) (Notice of Calling of Shareholders' Meetings) of the Companies Act as applied mutatis mutandis pursuant to Article 49, paragraph (1) of the Act, deliver to such Representative Member a Voting Form as set forth in Article 48, paragraph (3) of the Act (such delivery shall include the provision of information implemented by the Electromagnetic Means in lieu of delivery, as set forth in paragraph (4) of that Article).

(4) In cases where, among the matters to be contained in the Notice of Calling to be sent to Representative Members in connection with the same General Meeting of Representative Members, there is any matter already stated in the Voting Form, such matter need not be contained in the Notice of Calling.

(5) In cases where, among the matters to be contained in the Voting Form (limited to the matters specified in the following) to be provided to Representative Members in connection with the same General Meeting of Representative Members, there is any matter already stated in the Notice of Calling, such matter need not be contained in the Voting Form.

(i) the matter specified in sub-item (d), item (iii) of the following Article;

(ii) the matter specified in sub-item (b), item (iv) of the following Article; and

(iii) the time limit for exercise of the voting rights.

(Matters to be Determined upon Calling of Meeting)

Article 23 The matters to be specified by Cabinet Office Ordinance, as referred to in Article 298, paragraph (1), item (v) (Determinations to Call Shareholders Meetings) of the Companies Act as applied mutatis mutandis by replacing certain terms under Article 49, paragraph (1) of the Act, shall be as follows:

(i) in cases where the General Meeting of Representative Members as set forth in Article 298, paragraph (1), item (i) of the Companies Act as applied mutatis mutandis by replacing certain terms under Article 49, paragraph (1) is an ordinary General Meeting of Representative Members, and where the date as set forth in that item substantially differs from the anniversary of the date of ordinary General Meeting of Representative Members pertaining to the previous business year, the reason for determining such date;

(ii) in cases where the place of General Meeting of Representative Members as set forth in Article 298, paragraph (1), item (i) of the Companies Act as applied mutatis mutandis by replacing certain terms under Article 49, paragraph (1) of the Act is substantially far from any place of General Meeting of Representative Members previously held (excluding the following cases), the reason for determining such place:

(a) that such place is designated by the articles of incorporation; or

(b) that all Representative Members not attending the General Meeting of Representative Members have consented to convocation at such place.

(iii) in cases where the matters set forth in Article 298, paragraph (1), item (iii) or (iv) of the Companies Act as applied mutatis mutandis pursuant to Article 49, paragraph (1) of the Act are provided, the following matters (excluding the cases where the articles of incorporation provides for the matters set forth in sub-items (b) to (d) inclusive and sub-item (f); and also excluding such matters in cases where such matters are determined to be delegated to directors);

(a) the matters to be stated in the Reference Documents for General Meeting of Representative Members, pursuant to the provision of Article 22, paragraph (1) (excluding the matters specified in 9. of Appended Form No. 5 (Points in Attention Concerning Preparation of Document));

(b) in cases where a specific timing (limited to the timing on or before the date and time of the General Meeting of Representative Members, but which shall fall on or after the day when two weeks passes from the day of dispatching the notice under Article 299, paragraph (1) (Notice of Calling of Shareholders Meeting) of the Companies Act as applied mutatis mutandis pursuant to Article 49, paragraph (1) of the Act) is to be designated as the time limit for exercise of voting rights in writing, such specific timing;

(c) in cases where a specific timing (limited to the timing on or before the date and time of the General Meeting of Representative Members, but shall fall on or after the day when two weeks passes from the day of dispatching the notice under Article 299, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 49, paragraph (1) of the Act) is to be designated as the time limit for exercise of voting rights by Electromagnetic Means, such specific timing;

(d) the details of the treatment, if, in cases where a Voting Form is submitted from any Representative Member to the Mutual Company without any entry in the space to indicate answer whether the Representative Member casts affirmative or negative vote on the items on the agenda, such Representative Member is to be treated to have manifested the intention to cast an affirmative or negative vote on the items on agenda, or to abstain from voting;

(e) the matter to be omitted from the Reference Documents for General Meeting of Representative Members to be provided to Representative Members, due to the ground of the implementation of the measure under Article 22-2, paragraph (1);

(f) the matter related to treatment of exercise of voting rights by a Representative Member, if the treatment is prescribed for the cases where a single Representative Member exercises the voting rights in duplicate for the same item on the agenda pursuant to the following provisions categorized by the cases as respectively set forth therein and where there is a discrepancy in such duplicate exercises of voting rights for the same item on the agenda (excluding the cases set forth in the following item):

1. cases where the matter specified in Article 298, paragraph (1), item (iii) of the Companies Act as applied mutatis mutandis pursuant to Article 49, paragraph (1) of the Act is provided: Article 301, paragraph (1) (Exercise of Voting Rights in Writing) of the Companies Act applied mutatis mutandis pursuant to Article 49, paragraph (1) of the Act

2. cases where the matter specified in Article 298, paragraph (1), item (iv) of the Companies Act as applied mutatis mutandis pursuant to Article 49, paragraph (1) of the Act is provided: Article 312, paragraph (1) (Exercise of Voting Rights by Electromagnetic Methods) of the Companies Act applied mutatis mutandis pursuant to Article 49, paragraph (1) of the Act

(iv) the following matters, in cases where the matters specified in Article 298, paragraph (1), items (iii) and (iv) of the Companies Act as applied mutatis mutandis pursuant to Article 49, paragraph (1) of the Act are provided (excluding the matters set forth in sub-item (a) or (b), in cases where the articles of incorporation provides for such matters):

(a) in cases where the Voting Form under Article 48, paragraph (3) of the Act is to be delivered (including provision by Electromagnetic Means in lieu of such delivery, as set forth in paragraph (4) of that Article) to a Representative Member who has given an approval under Article 299, paragraph (3) of the Companies Act as applied mutatis mutandis pursuant to Article 49, paragraph (1) of the Act, subject to such Representative Member's request, such fact;

(b) the matter related to treatment of exercise of voting rights by a Representative Member, if the treated is provided for the cases where a single Representative Member exercises the voting rights in duplicate for the same item on the agenda pursuant to the provision of Article 311, paragraph (1) or Article 312, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 49, paragraph (1) of the Act and where the accounts of such duplicate exercises of voting rights for the same item on the agenda are not the same (excluding the cases set forth in the following item):

(v) in cases where, in connection with proxy voting under Article 44-2, paragraph (1) of the Act, any matter related to proxy voting such as method of certifying the authority of representation (including qualification of proxies) is to be provided, such matters (excluding the cases where such matters are provided for in the articles of incorporation);

(vi) in the case other than as set forth in item (iii), if the object of the General Meeting of Representative Members is any of the following matter is, the outline of the proposal related to such matter (or, if the proposal has not been finalized yet, such fact):

(a) election of Officers, etc.;

(b) Remuneration, etc. payable to Officers, etc.;

(c) acts listed in Article 62-2, paragraph (1), items (i) to (iii) inclusive of the Act;

(d) amendment to articles of incorporation; and

(e) merger.

(Time Limit for Exercise of Voting Rights in Writing)

Article 23-2 The timing to be specified by Cabinet Office Ordinance, as referred to in Article 311, paragraph (1) (Exercise of Voting Rights in Writing) of the Companies Act as applied mutatis mutandis by replacing certain terms under Article 49, paragraph (1) of the Act shall be the end of the business hour immediately before the time of General Meeting of Representative Members (in cases where the matter specified in sub-item (b), item (iii) of the preceding Article is provided, the specific time as set forth in sub-item (b) of that item).

(Time Limit for Exercise of Voting Rights by Electromagnetic Means)

Article 23-2 The timing to be specified by Cabinet Office Ordinance, as referred to in Article 312, paragraph (1) (Exercise of Voting Rights in Writing) of the Companies Act as applied mutatis mutandis by replacing certain terms under Article 49, paragraph (1) of the Act shall be the end of the business hour immediately before the time of General Meeting of Representative Members (in cases where the matter specified in Article 23, item (iii), sub-item (c) of the preceding Article is provided, the specific time as set forth in sub-item (c) of that item).

(Accountability of Directors, etc.)

Article 23-4 The cases to be specified by Cabinet Office Ordinance, as referred to in Article 314 (Accountability of Directors, etc.) of the Companies Act as applied mutatis mutandis by replacing certain terms under Article 49, paragraph (1) of the Act, shall be as follows:

(i) cases where it is necessary to perform an investigation in order to provide explanation for any matter so requested by the Representative Member (excluding the following cases):

(a) cases where the Representative Member has notified the Mutual Company of such matter within a reasonable period of time before the day of the General Meeting of Representative Members; or

(b) cases where it is extremely easy to conduct investigation necessary in order to provide explanation on such matter.

(ii) cases where giving explanation on the matter so requested by the Representative Member would be detrimental to the rights of the Mutual Company or any other parties (excluding such Representative Member);

(iii) cases where the Representative Member repeatedly requests explanation on the substantially identical subjects at the General Meeting of Representative Members; and

(iv) in addition to the cases set forth in the preceding three items, cases where there is any justifiable ground for refraining from giving explanation on the matters so requested by a Representative Member.

(Minutes)

Article 23-5 (1) Preparation of minutes of General Meeting of Representative Members under Article 318, paragraph (1) (Minutes) of the Companies Act as applied mutatis mutandis pursuant to Article 49, paragraph (1) of the Act shall be as set forth in this Article.

(2) The minutes of General Meeting of Representative Members shall be prepared in writing or by means of Electromagnetic Records.

(3) The minutes of General Meeting of Representative Members shall contain the following matters:

(i) the date and place of convocation of the General Meeting of Representative Members (including the method of attendance, if directors, executive officers, accounting advisors, company auditors, accounting auditors or Representative Members not present at such place attended the General Meeting of Representative Members);

(ii) the substance of the proceeding of the General Meeting of Representative Members, as well as results thereof;

(iii) in cases where, pursuant to any of the following provisions, any opinion or remark was presented at the General Meeting of Representative Members, the outline of such opinions or remarks:

(a) Article 345, paragraph (1) (Statement of Opinions on Election of Accounting Advisors, etc.) of the Companies Act as applied mutatis mutandis pursuant to Article 53-11 of the Act (including the cases where applied mutatis mutandis pursuant to Article 345, paragraphs (4) and (5) of the Companies Act as further applied mutatis mutandis pursuant to Article 53-11 of the Act);

(b) Article 345, paragraph (2) of the Companies Act as applied mutatis mutandis pursuant to Article 53-11 of the Act (including the cases where applied mutatis mutandis pursuant to Article 345, paragraphs (4) and (5) of the Companies Act as further applied mutatis mutandis pursuant to Article 53-11 of the Act);

(c) Article 377, paragraph (1) (Statement of Opinions at Shareholders Meetings) of the Companies Act as applied mutatis mutandis pursuant to Article 53-17 of the Act;

(d) Article 379, paragraph (3) (Remunerations for Accounting Advisors) of the Companies Act as applied mutatis mutandis pursuant to Article 53-17 of the Act;

(e) Article 384 (Duty to Report to Shareholders Meeting) of the Companies Act as applied mutatis mutandis pursuant to Article 53-20 of the Act;

(f) Article 387, paragraph (3) (Remunerations for Company Auditors) of the Companies Act as applied mutatis mutandis pursuant to Article 53-20 of the Act;

(g) Article 398, paragraph (1) (Statement of Opinions at Annual Shareholders Meeting) of the Companies Act as applied mutatis mutandis pursuant to Article 53-23 of the Act; and

(g) Article 398, paragraph (2) of the Companies Act as applied mutatis mutandis pursuant to Article 53-23 of the Act.

(iv) the names of directors, executive officers, accounting advisors, company auditors or accounting auditors present at the General Meeting of Representative Members;

(v) in cases where the General Meeting of Representative Members was presided over by the chairperson, the name of such chairperson; and

(vi) the names of the director who took charge of duties to prepare the minutes.

(Election of Substitute Company Officers)

Article 23-6 (1) Election of substitute Company Officers as set forth in Article 52, paragraph (2) of the Act (the term "Company Officers" shall mean officers, accounting advisors, company auditors and executive officers of the Mutual Company; hereinafter the same shall apply in this Article and Article 29-2) shall be as set forth in this Article.

(2) In cases where any substitute Company Officer is to be elected in accordance with the resolution referred to in Article 52, paragraph (2) of the Act, the following matters shall be determined as well:

(i) that the candidate is to be elected a substitute Company Officer;

(ii) in cases where the candidate is to be elected a substitute outside director (meaning an outside director as set forth in Article 53-24, paragraph (3) of the Act; the same shall apply in Article 23-19), such fact;

(iii) in cases where the candidate is to be elected a substitute outside company auditor (meaning an outside company auditor as set forth in Article 53-5, paragraph (3) of the Act), such fact;

(iv) in cases where the candidate is to be elected a substitute Company Officer in replacement one or more specific Company Officers, such fact; and the name of such specific Company Officers (in cases where such Company Officer is an accounting advisor, his/her name);

(v) in cases where two or more substitute Company Officers are to be elected in replacement of a single Company Officer (in cases where the candidates are elected in replacement of two or more Company Officers, such two or more Company Officers), the priority among said substitute Company Officers; and

(vi) in cases where it is necessary to revoke election of a substitute Company Officer before his/her assumption of office, such fact, as well as the procedure for the revocation.

(3) Unless otherwise provided for in the articles of incorporation, the resolution pertaining to election of substitute Company Officers shall be in effect until the time of commencement of ordinary general meeting of members (or General Meeting of Representative Members, in cases where such meeting has been organized) convened for the first time after the adoption of such resolution; provided, however, that this shall not preclude the Mutual Company from shortening such effective term by the resolution of the general meeting of members (or General Meeting of Representative Members, in cases where such meeting has been organized).

(Matters to be Determined by Board of Directors upon Solicitation for Subscribers for Bonds)

Article 23-7 The matters to be specified by Cabinet Office Ordinance, as referred to in Article 53-14, paragraph (4), item (v) of the Act, shall be as follows:

(i) in cases where the determination of the matters set forth in the items of Article 61 of the Act which pertain to two or more Solicitations (meaning solicitations as set forth in Article 61 of the Act; hereinafter the same shall apply in this Article) is to be delegated, such fact;

(ii) the maximum of the aggregate amount of Bond for Subscription (meaning Bond for Subscription as defined in Article 61 of the Act; hereinafter the same shall apply in this Article) (or, in the case referred to in the preceding item, the total of the maximum of the aggregate amount of Bond for Subscription pertaining to each Solicitation)

(iii) outline of the matters related to interest rate, such as maximum of the interest rate of Bond for Subscription;

(iv) outline of the matters related to the Paid-in Amount (meaning the amount to be paid in as set forth in Article 61, item (ix) of the Act; hereinafter the same shall apply in this item), the minimum of the aggregate Paid-in Amount for the Bond for Subscription.

(Systems to Ensure Proper of Business Operation)

Article 23-8 The systems to be specified by Cabinet Office Ordinance, as referred to in Article 53-14, paragraph (4), item (vi) of the Act, shall be as follows:

(i) a system for the preservation and management of information related to the execution of directors' duties;

(ii) regulations and any other framework for management of risk of loss;

(iii) system to ensure that directors' duties will be executed in an efficiency manner;

(iv) system to ensure that the employees' duties will be executed in compliance with laws and regulations and the articles of incorporation;

(v) system to ensure adequacy of business of the corporate group constituted by the Mutual Company and its Substantial Subsidiary Companies;

(vi) information related to employees, in cases where a company auditor requested that an employee should be assigned to assist his/her duties;

(vii) matters related to impartiality of the employee set forth in the preceding item to the directors;

(viii) system of reporting from directors and employees to company auditors, and any other system for reporting to company auditors; and

(ix) in addition to what is provided for in the preceding three items, system to ensure efficient auditing by company auditors.

(Minutes of Meeting of Board of Directors)

Article 23-9 (1) Preparation of minutes of meeting of board of directors under Article 369, paragraph (3) (Resolution of Meeting Board of Directors) of the Companies Act as applied mutatis mutandis pursuant to Article 53-16 of the Act shall be as set forth in this Article.

(2) The minutes of meeting of board of directors shall be prepared in writing or by means of Electromagnetic Records.

(3) The minutes of meeting of board of directors shall contain the following matters:

(i) the date and place of convocation of the meeting of board of directors (including the method of attendance, if directors, executive officers, accounting advisors, company auditors or accounting auditors not present at such place attended the meeting);

(ii) in cases where the meeting of board of directors falls under the categories under Article 373, paragraph (2) (Resolution of Board of Directors by Special Directors) of the Companies Act as applied mutatis mutandis pursuant to Article 53-16 of the Act, such fact;

(iii) in cases where the meeting of board of directors falls under any of the following categories, such fact:

(a) a meeting called in response to the request from the directors, as set forth in Article 366, paragraph (2) (Convener) of the Companies Act as applied mutatis mutandis pursuant to Article 53-16 of the Act;

(b) a meeting called by the director pursuant to the provision of Article 366, paragraph (3) of the Companies Act as applied mutatis mutandis pursuant to Article 53-16 of the Act;

(c) a meeting called in response to the request from the company auditors, as set forth in Article 383, paragraph (2) (Duty to Attend Board of Directors Meetings) of the Companies Act as applied mutatis mutandis pursuant to Article 53-20 of the Act;

(d) a meeting called by a company auditor pursuant to the provision of Article 383, paragraph (3) of the Companies Act as applied mutatis mutandis pursuant to Article 53-20 of the Act;

(e) a meeting called by a person elected from among the committee members pursuant to the provision of Article 417, paragraph (1) (Operations of Board of Directors of Company with Committees) of the Companies Act as applied mutatis mutandis pursuant to Article 53-30, paragraph (5) of the Act;

(f) a meeting called in response to the request from an executive officer, as set forth in the first sentence of Article 417, paragraph (2) of the Companies Act as applied mutatis mutandis pursuant to Article 53-30, paragraph (5) of the Act; or

(g) a meeting called by an executive officer pursuant to the provision of the second sentence of Article 417, paragraph (2) of the Companies Act as applied mutatis mutandis pursuant to Article 53-30, paragraph (5) of the Act;

(iv) the substance of the proceeding of the meeting of board of directors, as well as results thereof;

(v) the name of the directors, in cases where such directors have any special interest in the matters to be resolved;

(vi) in cases where, pursuant to any of the following provisions, any opinion or remark was presented at the board of directors meeting, the outline of the details of such opinion or remark:

(a) Article 365, paragraph (2) (Restrictions on Competition and Transactions with Companies with Board of Directors) of the Companies Act as applied mutatis mutandis pursuant to Article 53-15 of the Act (including the cases where applied mutatis mutandis pursuant to Article 419, paragraph (2) (Executive Officer's Duty to Report to audit committee Members) of the Companies Act as applied mutatis mutandis pursuant to Article 53-15 of the Act);

(b) Article 376, paragraph (1) (Duty to Attend Board of Directors Meetings) of the Companies Act as applied mutatis mutandis pursuant to Article 53-17 of the Act;

(c) Article 382 (Duty to Report to Directors) of the Companies Act as applied mutatis mutandis pursuant to Article 53-20 of the Act;

(d) Article 383, paragraph (1) (Duty to Attend Board of Directors Meetings) of the Companies Act as applied mutatis mutandis pursuant to Article 53-20 of the Act;

(d) Article 406 (Duty to Report to Board of Directors) of the Companies Act as applied mutatis mutandis pursuant to Article 53-28, paragraph (5) of the Act;

(vii) the names of executive officers, accounting advisors or accounting auditors present at the board of directors meeting; and

(viii) in cases where the board of directors meeting was presided over by the chairperson, the name of such chairperson.

(4) In the case referred to in the following items, the minutes of the board of directors meeting shall contain the matters respectively set forth in the relevant items:

(i) in cases where, pursuant to the provision of Article 370 (Omission of Resolution of Board of Directors Meetings) of the Companies Act as applied mutatis mutandis pursuant to Article 53-16 of the Act, the resolution of the board of directors meeting is deemed to have been made: the following matters

(a) the details of the matters which are deemed to have been resolved at the board of directors meeting;

(b) the name of the director who made a proposal of the matter set forth in item (a);

(c) the day when the resolution of board of directors meeting is deemed to have been made; and

(d) the name of the director who took charge of duty of preparation of the minutes.

(ii) in cases where, pursuant to the provision of Article 372, paragraph (1) (Omission of Report to Board of Directors Meetings) of the Companies Act as applied mutatis mutandis pursuant to Article 53-16 of the Act (including the cases where applied by replacing certain terms under Article 372, paragraph (3) of the Companies Act as applied mutatis mutandis pursuant to Article 53-16 of the Act), the requirement of reporting to the board of directors meeting is deemed to have been exempted: the following matters

(a) the matters which are exempted from requirement of reporting to the board of directors meeting;

(b) the day when the requirement of reporting to the board of directors meeting was exempted; and

(c) the name of the director who took charge of duty of preparation of the minutes.

(Contents of Accounting Advisor's Report)

Article 23-10 An accounting advisor's report to be prepared pursuant to the provision of Article 374, paragraph (1) (Authority of Accounting Advisors) as applied mutatis mutandis pursuant to Article 53-17 of the Act shall contain the following matters:

(i) major agreement between the accounting advisor and the company with accounting advisor, in relation to performance of accounting advisor's duties;

(ii) among the following documents (hereinafter referred to as "Accounting Documents" in this Section), the types of the documents prepared by accounting advisors jointly with the directors or executive officers:

(a) a balance sheet as of the date of incorporation;

(b) Financial Statements (meaning Financial Statements as set forth in Article 54-3, paragraph (2) of the Act; hereinafter the same shall apply in this Section) for each business year, as well as the supplementary schedules thereof; and

(c) Consolidated Financial Statements (meaning Consolidated Financial Statements as set forth in Article 54-10, paragraph (1) of the Act; hereinafter the same shall apply in this Section).

(iii) Any accounting principles and procedures and accounting indication methods adopted for preparation of Accounting Documents and any other matters that serve as the basis for preparation of Accounting Documents, which are listed in the following items (excluding the matters with little significance):

(a) the valuation basis and valuation method for assets;

(b) the depreciation method for fixed assets;

(c) standards for recognition of allowances;

(d) standards for recognition of profit and expenses; and

(e) any other significant matters that serve as the basis for preparation of Accounting Documents.

(iv) types of materials used for preparation of the Accounting Documents, and any other process or method of preparation thereof; and

(v) in cases where the materials set forth in the preceding item fall under any of the following, such fact and reasons therefor:

(a) that the preparation of the materials was substantially delayed; or

(b) that any important matters related to the materials contained any false information.

(vi) in cases where the materials necessary for preparation of the Accounting Documents have not been prepared or have not been preserved in an appropriate manner, such fact and reasons therefor;

(vii) the results of collection of report and investigation conducted by the accounting advisor for the purpose of preparation of the Accounting Documents; and

(viii) the major items deliberated between the accounting advisor and directors or executive officers upon preparation of the Accounting Documents.

(Preservation of Financial Statements, etc.)

Article 23-11 (1) In cases where, pursuant to the provision of Article 378, paragraph (1) (Keeping and Inspection of Financial Statements by Accounting Advisors) of the Companies Act as applied mutatis mutandis pursuant to Article 53-17 of the Act, an accounting advisor designates the place to keep the documents set forth in Article 378, paragraph (1), item (i) of the Companies Act as applied mutatis mutandis pursuant to Article 53-17 of the Act (hereinafter referred to as "Place for Keeping Accounting Advisor's Report, etc."), such designation shall be as set forth in this Article.

(2) An accounting advisor shall designate the Place for Keeping Accounting Advisor's Report, etc. from among the places of offices of the certified public accountant (including a registered foreign certified public accountant as set forth in Article 16-2, paragraph (5) (Special Provisions for Persons Qualified in Foreign States) of the Certified Public Accountants Act (Act No. 103 of 1948); the same shall apply hereinafter), auditing firm, certified public tax accountant or certified public tax accountant firm, who is the accounting advisor (in case where the accounting advisor is a person regularly engaged in the business as set forth in Article 2, paragraph (3) (Business of Certified Tax Accountant) of the Certified Public Tax Accountant Act (Act No. 237 of 1951) as an assistant of a certified public tax accountant or certified public tax accountant firm, from among the places of offices of the certified public tax accountant or certified public tax accountant firm where such person engages in the business).

(3) An accounting advisor shall designate the place other than the principal or secondary office of the company with accounting advisor, as the Place for Keeping Accounting Advisor's Report, etc.

(4) In cases where an accounting advisor has designated the Place for Keeping Accounting Advisor's Report, etc., he/she shall without delay notify the Company with Accounting Auditors thereof.

(Inspection of Financial Statements)

Article 23-12 The cases to be specified by Cabinet Office Ordinance, as referred to in Article 378, paragraph (2) (Keeping and Inspection of Financial Statements by Accounting Advisors) of the Companies Act as applied mutatis mutandis by replacing certain terms under Article 53-17 of the Act, shall be the case of non-business hour of the certified public accountant, auditing firm, certified public tax accountant or certified public tax accountant firm who is the accounting advisor.

(Preparation of Audit Report)

Article 23-13 (1) The matters to be specified by Cabinet Office Ordinance, as referred to in Article 53-18, paragraph (1) of the Act, shall be as set forth in this Article.

(2) A company auditor shall, for the purpose of the performance of his/her duties in an appropriate manner, make an effort to communicate with the following persons so as to gain information and to improve environment for auditing. In this case, the director or the board director shall pay due regard to improvement of systems necessary for performance of company auditors' duties.

(i) directors, accounting advisors and employees of the Mutual Company;

(ii) directors, accounting advisors, executive officers, members in charge of execution of business, persons to perform the duties under Article 598, paragraph (1) (Special Provisions where Juridical Persons are Partners Executing Business) of the Companies Act or any other persons equivalent to the aforementioned persons, and employees, pertaining to the Substantial Subsidiary Company of the Mutual Company; and

(iii) any other person with whom the company auditor should communicate for the purpose of performance of the duties in an appropriate manner.

(3) The provision of the preceding paragraph shall not be interpreted to permit creation and continuance of any relationship which would hinder the company auditor from maintaining his/her fair and unbiased attitude and impartial status.

(4) A company auditor shall, for the purpose of performance of his/her duties and on an as-needed basis, make an effort to communicate with, and exchange information with, other company auditors of the Mutual Company, company auditors of the Mutual Company's Substantial Subsidiary Company, or any other persons equivalent to the aforementioned persons.

(Documents to be Investigated by Company Auditors)

Article 23-14 The documents to be specified by Cabinet Office Ordinance, as referred to in Article 384 (Duty to Report to Shareholders Meeting) of the Companies Act as applied mutatis mutandis by replacing certain terms under Article 53-20 of the Act shall be the materials such as Electromagnetic Records.

(Minutes of Board of Company Auditors Meeting)

Article 23-15 (1) Preparation of minutes of board of company auditors meeting under Article 393, paragraph (2) (Resolution of Board of Company Auditors Meeting) of the Companies Act as applied mutatis mutandis pursuant to Article 53-21 of the Act shall be as set forth in this Article.

(2) The minutes of board of company auditors meeting shall be prepared in writing or by means of Electromagnetic Records.

(3) The minutes of board of company auditors meeting shall contain the following matters:

(i) the date and place of convocation of the board of company auditors meeting (including the method of attendance, if company auditors, directors, accounting advisors or accounting auditors not present at such place attended the board of company auditors meeting);

(ii) the substance of the proceeding of the board of company auditors meeting, as well as results thereof;

(iii) in cases where, pursuant to any of the following provisions, any opinion or remark was presented at the board of company auditors meeting, the outline of such opinion or remark:

(a) Article 357, paragraph (1) (Director's Duty to Report) of the Companies Act, as applied by replacing certain terms under paragraph (2) of that Article, as applied mutatis mutandis pursuant to Article 53-15 and Article 180-8, paragraph (4) of the Act;

(b) Article 375, paragraph (1) (Accounting Advisor's Duty to Report) of the Companies Act, as applied by replacing certain terms under paragraph (2) of that Article, as applied mutatis mutandis pursuant to Article 53-17 of the Act; and

(c) Article 397, paragraph (1) (Report to Company Auditors) of the Companies Act, as applied by replacing certain terms under paragraph (3) of that Article, as applied mutatis mutandis pursuant to Article 53-23 of the Act.

(iv) the names of directors, accounting advisors or accounting auditors present at the board of company auditors meeting; and

(v) in cases where the board of company auditors meeting was presided over by the chairperson, the name of such chairperson.

(4) In cases where, pursuant to the provision of Article 395 (Omission of Report to Board of Company Auditors) of the Companies Act as applied mutatis mutandis pursuant to Article 53-21 of the Act, the requirement of reporting to the board of company auditors was exempted, the minutes of board of company auditors meeting shall contain the following matters:

(i) the matters which are exempted from requirement of reporting to the board of company auditors meeting;

(ii) the day when the requirement of reporting to the board of company auditors meeting was exempted; and

(iii) the name of the company auditor who took charge of duty of preparation of the minutes.

(Preparation of Accounting Audit Report)

Article 23-16 (1) The matters to be specified by Cabinet Office Ordinance, as referred to in the second sentence of Article 53-22, paragraph (1) of the Act, shall be as set forth in this Article.

(2) An accounting auditor shall, for the purpose of the performance of his/her duties in an appropriate manner, make an effort to communicate with the following persons so as to gain information and to improve environment for auditing; provided, however, that this shall not be interpreted to allow creation or continuance of any relationship which would hinder the company auditor from maintaining his/her fair and unbiased attitude and impartial status.

(i) directors, accounting advisors and employees of the Mutual Company;

(ii) directors, accounting advisors, executive officers, members in charge of execution of business, persons to perform the duties under Article 598, paragraph (1) (Special Provisions where Juridical Persons are Partners Executing Business) of the Companies Act or any other persons equivalent to the aforementioned persons, and employees; and

(iii) any other person with whom the accounting auditor should communicate for the purpose of performance of the duties in an appropriate manner.

(Minutes of Committee)

Article 23-17 (1) Preparation of minutes of Committee meeting under Article 412, paragraph (3) (Resolution of Committee Meetings) of the Companies Act as applied mutatis mutandis pursuant to Article 53-28, paragraph (6) of the Act shall be as set forth in this Article.

(2) The minutes of the Committee meeting shall be prepared in writing or by means of Electromagnetic Records.

(3) The minutes of Committee meeting shall contain the following matters:

(i) the date and place of convocation of the Committee meeting (including the method of attendance, if directors, executive officers, accounting advisors or accounting auditors not present at such place attended the Committee meeting);

(ii) the substance of the proceeding of the Committee meeting, as well as results thereof;

(iii) in cases where any committee member has a special interest in the matter to be resolved, the name of such committee member;

(iv) in cases where the committee is an audit committee, and where any opinion or remark was presented at the board of company auditors meeting, the outline of the details of such opinions or remarks:

(a) Article 375, paragraph (1) (Accounting Advisor's Duty to Report) of the Companies Act, as applied by replacing certain terms under paragraph (3) of that Article, as applied mutatis mutandis pursuant to Article 53-17 of the Act;

(b) an opinion or remark presented at the audit committee pursuant to the provision of Article 397, paragraph (1) (Report to Company Auditors) of the Companies Act, as applied by replacing certain terms under paragraph (4) of that Article, as applied mutatis mutandis pursuant to Article 53-23 of the Act;

(c) The opinions or remarks for the report, in cases where the report to audit committee members to be made pursuant to the provision of Article 419, paragraph (1) (Executive Officer's Duty to Report to audit committee Members) of the Companies Act as applied mutatis mutandis pursuant to Article 53-32 of the Act was made at the audit committee meeting;

(v) the names of executive officers, accounting advisors or accounting auditors present at the Committee meeting; and

(vi) in cases where the Committee meeting was presided over by the chairperson, the name of such chairperson.

(4) In cases where, pursuant to the provision of Article 414 (Omission of Report to Committee) of the Companies Act as applied mutatis mutandis pursuant to Article 53-28, paragraph (6) of the Act, the requirement of reporting to the Committee was exempted, the minutes of Committee meeting shall contain the following matters:

(i) the matters which are exempted from requirement of reporting to the Committee meeting;

(ii) the day when the requirement of reporting to the Committee meeting was exempted; and

(iii) the name of the committee member who took charge of duty of preparation of the minutes.

(Systems to Ensure Adequacy of Business)

Article 23-18 (1) The systems to be specified by Cabinet Office Ordinance, as referred to in Article 53-30, paragraph (1), item (i), sub-item (b) of the Act, shall be as follows:

(i) information related to directors and employees who shall assist the duties of the audit committee;

(ii) matters related to impartiality of the directors and employees set forth in the preceding item to the executive officers;

(iii) system of reporting from executive officers and employees to audit committee, and any other system for reporting to the audit committee; and

(iv) any other system to ensure that auditing by the audit committee will be conducted in an efficiency manner.

(2) The system to be specified by Cabinet Office Ordinance, as referred to in Article 53-30, paragraph (1), item (i), sub-item (e) of the Act, shall be as follows:

(i) a system for the preservation and management of information on the execution of duties by executive officers;

(ii) regulations and any other framework for management of risk of loss;

(iii) system to ensure that executive officers' duties will be executed in an efficiency manner;

(iv) system to ensure that the employees' duties will be executed in compliance with laws and regulations and the articles of incorporation; and

(v) system to ensure adequacy of business of the corporate group constituted by the Mutual Company and its Substantial Subsidiary Companies.

(Method of Calculation of Amount of Remuneration, etc.)

Article 23-19 The amount to be calculated in accordance with the method specified by the Cabinet Office Ordinance, as referred to in Article 425, paragraph (1), item (i) (Partial Exemption from Liability) of the Companies Act as applied mutatis mutandis by replacing certain terms under Article 53-36 of the Act, shall be the total of the following amounts:

(i) the highest of the total (in case where the period of relevant business year is not one year, the annualized total amount) of the amount of property benefit (excluding those specified in the following item) paid or payable in a business year (limited to the business year including the date specified in sub-items (a) to (c) inclusive in accordance with the categories of cases as respectively set forth in such sub-items, and each business year immediately prior to such business year) by a Mutual Company to Officers, etc. during their terms of offices, such as remuneration, bonuses or any other type of consideration for execution of duties (including the remuneration, bonuses or any other type of consideration for execution of duties of a director, executive officer, manager or any other employee, in cases where the Officer, etc. concurrently assumes the office of a director, executive officer, manager or any other employee of the Mutual Company):

(a) in cases where a resolution of the general meeting of members as set forth in Article 425, paragraph (1) of the Companies Act as applied mutatis mutandis by replacing certain terms under Article 53-36 of the Act (or the General Meeting of Representative Members, in cases where it has been organized; hereinafter the same shall apply in this item) is adopted: the day of resolution of such general meeting of members;

(b) in cases where, pursuant to the provision of the articles of incorporation as referred to in Article 426, paragraph (1) (Provisions of Articles of Incorporation on Exemption by Directors) of the Companies Act as applied mutatis mutandis pursuant to Article 53-36 of the Act, a resolution of the board of directors meeting exempting the liabilities was made: the day of such resolution;

(c) in cases where a contract under Article 427, paragraph (1) (Contracts for Limitation of Liability) of the Companies Act as applied mutatis mutandis pursuant to Article 53-36 of the Act was concluded: the day of the occurrence of the fact which gives rise to such liability (in cases where there are two or more such days, the latest day).

(ii) the amount obtained by dividing the amount set forth in the sub-item (a) by the number set forth in the sub-item (b):

(a) the total of the following amounts:

1. the amount of retirement bonus received by the Officer, etc. from the Mutual Company;

2. in cases where the Officer, etc. concurrently held the position of director, executive officer, manager or any other employee of the Mutual Company, the amount of the portion paid as consideration for execution of duties for the period of concurrent assumption of the position of the Officer, etc., from among the retirement bonuses received as the director or executive officer or the retirement allowance received as the manager or any other employee; and

3. the amount of property benefit having the nature of the benefit set forth in 1. or 2. above.

(b) the number of years of the tenure of the Officer, etc. (the numbers respectively set forth in the following, in cases where the Officer, etc. falls under any of the position as respectively set forth therein, and where the number respectively set forth therein exceeds his/her years of the tenure):

1. representative director or representative executive officer: six

2. directors (excluding outside directors) other than representative director; or executive officers other than representative executive officer: four

3. outside director, accounting advisor, company auditor or accounting auditor: 2

(Retirement Bonuses, etc. to be Received after Resolution of Exemption of Liabilities)

Article 23-20 The property benefit to be specified by Cabinet Office Ordinance, as referred to in Article 425, paragraph (4) (Partial Exemption from Liability) of the Companies Act as applied mutatis mutandis pursuant to Article 53-36 of the Act (including the cases where applied mutatis mutandis pursuant to Article 426, paragraph (6) (Provisions of Articles of Incorporation on Exemption by Directors) and Article 427, paragraph (5) (Contracts for Limitation of Liability) of the Companies Act as applied mutatis mutandis pursuant to Article 53-36 of the Act), shall be as follows:

(i) retirement bonuses;

(ii) in cases where the Officer, etc. concurrently held the position of director or executive officer of the Mutual Company, the retirement bonuses received as the director or executive officer;

(iii) in cases where the Officer, etc. concurrently held the position of the manager or any other employee of the Mutual Company, the amount of the portion paid as consideration for execution of duties for the period of concurrent assumption of the position of the Officer, from among the retirement allowance received as the manager or any other employee;

(iv) the amount of property benefit having the nature of the benefit set forth in the preceding three items.

Subsection 2 Accounting, etc.

Subdivision 1 Financial Statements, etc.

(Consideration of Accounting Practices)

Article 24 For the purpose of interpretation of the terms set forth in this Subsection and application of the provisions hereunder, business accounting standards that are generally accepted as fair and appropriate and other business accounting practices shall be taken into account.

(Preparation of Account Books)

Article 24-2 The accounting books to be prepared by a Mutual Company pursuant to the provision of Article 54-2, paragraph (1) of the Act shall be prepared by means of written documents or Electromagnetic Records.

(Assessment of Assets)

Article 24-3 (1) Unless otherwise provided for in the laws and regulations, with regard to the assets to be posted on the accounting book as referred to in the preceding Article, the acquisition value thereof shall be posted on the accounting book.

(2) With regard to assets subject to depreciation, depreciation shall be implemented accordingly as of the last day of the business year (in cases where the assets are to be assessed as of the day other than the last day of the business year, as of such day; hereinafter the same shall apply in this Subsection).

(3) In cases where, with regard to the assets set forth in the following items, it is required to post the prices respectively set forth therein as of the day of the business year, such prices shall be posted.

(i) asset whose market value as of the last day of the business year is significantly lower than the acquisition cost as of that time (excluding the cases where it is found likely that the market value of such assets will recover to the level of the acquisition cost as of that time): the market value as of the last day of the business year; or

(ii) assets for which any unpredictable underdepreciation has occurred as of the last day of the business year, or assets for which underdepreciation loss shall be recognized as of that date: the amount after due reduction from the acquisition cost thereof as of that time.

(4) In cases where any monetary claim will likely to become uncollectible, the estimate of amount uncollectible as of the last day of the business year shall be deducted.

(5) With regard to claims, if the acquisition value thereof differs from the amount of claim, of if any other reasonable ground exists, appropriate prices may be posted.

(6) With regard to the following assets, the market value or fair price as of the last day of the business year may be posted:

(i) assets whose market value as of the last day of the business year is lower than the acquisition cost thereof as of that time;

(ii) assets with market price (excluding the shares and Bonds Held to Maturity (meaning bond certificates held with an intention to hold them until maturity) of the Substantial Subsidiary Companies and Affiliated Companies (meaning Companies, etc. (excluding Substantial Subsidiary Companies), in cases where a Mutual Company can give material influence on decision-making of financial and business policies of such Companies, etc.; the same shall apply in Article 25-8 and Article 29-5, paragraph (4)); and

(iii) in addition to the assets as set forth in the preceding two items, assets regarding which it is appropriate to post the market value or fair price as of the end of the last day of the business year.

(7) The term "cases where a Mutual Company can give material influence on decision-making of financial and business policies" as referred to in item (ii) of the preceding paragraph shall be as follows (excluding the cases where the Mutual Company is found as obviously unable to have any material impact on the decision on the financial policies and operational or business policies of such Company etc., in terms of its financial, operational or business relationship).

(i) the cases where the ratio of the number of voting rights owned on the Mutual Company's own account (including the account of its Substantial Subsidiary Company; hereinafter the same shall apply in this paragraph) to the total number of voting rights in the Company, etc. (excluding the Company, etc. which fall under any of the following sub-items, which is found to be unable to have any material impact on the decision on the financial or business policies of the another Company, etc.; hereinafter the same shall apply in this paragraph) is not less than twenty percent:

(a) a Company, etc. that is subject to an order of commencement of rehabilitation proceedings under the provisions of the Civil Rehabilitation Act;

(b) a stock company that is subject to an order of commencement of corporate reorganization proceedings under the provisions of the Corporate Reorganization Act;

(c) a Company, etc. that is subject to an order of commencement of bankruptcy proceedings under the provisions of the Bankruptcy Act; or

(d) any other Company, etc. equivalent to any of the Company, etc. as set forth in the sub-items (a) to (c) above.

(ii) the cases where the ratio of number of voting rights owned on the Mutual Company's own account to the total number of voting rights in the Company, etc. is not less than fifteen percent (excluding the case set forth in the preceding item), and where any of the requirements is met:

(a) that any of the following persons (limited to the persons who can give influence on decision of financial and business policies of the Company, etc.) has assumed a position of the representative director, director or any other position equivalent thereto of the Company, etc.:

1. the Mutual Company's own officer;

2. the member who takes charge of execution of the Mutual Company's business;

3. the Mutual Company's employee; or

4. a person formerly held the position as set forth in any of 1. to 3. above.

(b) that any important loan has been extended from the Mutual Company to the Company, etc.;

(c) that any important technology is furnished from the Mutual Company to the Company, etc.;

(c) that any important business transactions such as distribution or supply have been entered into between the Mutual Company and the Company, etc.;

(e) that there exists any other fact inferring that the Mutual Company may have a material influence on decisions on the financial and business policies of the Company, etc.

(iii) the cases where the ratio of the Number of Self-Owned Voting Rights (meaning the total of the number of voting rights set forth in the following sub-items) to the total number of voting rights in the Company, etc. (including the cases where the voting rights are not owned on the Mutual Company's own account, and excluding the case set forth in the preceding two items) is not less than twenty percent, and where any of the requirements set forth in sub-items (a) to (e) inclusive of the preceding item is met:

(a) the voting rights owned on the Mutual Company's own account;

(b) the voting rights owned by any party having a close relationship with the Mutual Company in terms of equity contribution, personnel affairs, funding, technology, business transactions, etc. and therefore is likely to exercise its voting rights in concert with the intention of the Mutual Company; and

(c) the voting rights owned by any persons who have given their consent to exercising their voting rights in concert with the intent of the Mutual Company.

(iv) the cases where the Mutual Company and a party independent of the Mutual Company jointly takes control over the Company, etc., pursuant to the contract concluded among them or any other agreement similar thereto.

(Valuation of Liabilities)

Article 24-4 (1) Unless otherwise provided for in the laws and regulations, with regard to liabilities to be posted on the accounting books as referred to in Article 24-2, the amount of the obligations shall be posted on the accounting books.

(2) With regard to the following liabilities, the market value or fair value thereof as of the last day of the business year may be posted.

(i) Retirement Benefit Allowance (meaning the allowance to be transferred as of the last day of the business year, in cases where the retirement lump-sum payment and retirement annuity or any other benefit similar thereto is to be paid to the employees after their retirement), and any other allowance to be recorded as the allowance for future expenses or losses (including deduction from profits; hereinafter the same shall apply in this item) by transferring, as the expenses or losses, the portion of the reasonable estimate amount to be borne in the business year;

(ii) the corporate bonds whose paid-in amount differ from the amount of obligations; and

(iii) in addition to the liabilities as set forth in the preceding two items, the liabilities regarding which it is appropriate to post market value or fair price thereof as of the last day of the business year.

(Prohibition of Re-rating of Assets and Liabilities upon Entity Conversion)

Article 24-5 In cases where a Mutual Company effects Entity Conversion (meaning Entity Conversion as set forth in Article 86, paragraph (1) of the Act; hereinafter the same shall apply in this Article), it cannot amend the book value of its assets and liabilities, on the ground of such Entity Conversion.

(Assessment of Assets and Liabilities upon Absorption-type Merger, etc.)

Article 24-6 (1) A Surviving Mutual Company in Absorption-Type Merger (meaning a Surviving Mutual Company in Absorption-Type Merger as referred to in Article 160, item (i) of the Act; the same shall apply hereinafter) shall, except for the case where the Absorption-type Merger (meaning the Absorption-type Merger as set forth in Article 160 of the Act; hereinafter the same shall apply in this paragraph and the following Article) falls under the Acquisition of Control (meaning acquisition whereby a Mutual Company takes control over other companies or businesses of the other companies) by such Surviving Mutual Company in Absorption-Type Merger, and also excluding the cases where market value shall be posted to the Property Succeeded by Absorption-Type Merger (meaning the property to be succeeded to by a Surviving Mutual Company in Absorption-Type Merger, by means of Absorption-type Merger; hereinafter the same shall apply in this paragraph), the book value immediately prior to the Absorption-type Merger of the Absorbed Company (meaning an Absorbed Company as set forth in Article 169, paragraph (1) of the Act; the same shall apply in Article 24-12, paragraph (2)) shall be posted to the Property Succeeded by Absorption-Type Merger.

(2) The provision of the preceding paragraph shall apply mutatis mutandis to the case of the Consolidation-type Merger (meaning the Consolidation-type Merger as set forth in Article 161 of the Act; the same shall apply in the following Article) whereby a Mutual Company is to be incorporated.

(Goodwill)

Article 24-7 In cases of Absorption-type Merger, Consolidation-type Merger or acquisition of business, a Mutual Company may record appropriate amount of goodwill as its assets or liabilities.

Articles 24-8 to 24-10 inclusive: Deleted

(Valuation and Translation Adjustments, etc.)

Article 24-11 With regard to account books of a Mutual Company, the following items as well as any other items other than assets, liabilities or Funds, etc. (collectively meaning the funds, application money for funds, reserve for redemption of funds, reassessment reserve, deficit in reserve for redemption of funds, and surplus) may be recorded as the items in the net asset section, if it is found appropriate to do so.

(i) the valuation difference of the assets or liabilities (including the net assets or liabilities generating from Transactions of Derivatives; hereinafter the same shall apply in this Article), in cases where market value is to be posted to such assets or liabilities (excluding the amount to be recorded as surplus or losses; and also excluding the valuation difference as set forth in the following item and item (iii));

(ii) profit and loss or valuation difference pertaining to the Hedge Accounting (meaning an accounting method for recognizing, within a same accounting period, the profit and loss pertaining to Hedging Instruments (meaning a transaction aimed at diminishing the risk of loss from price fluctuations, interest-rate fluctuations and exchange-rate fluctuations pertaining to assets (including those that are expected to definitely arise from future transactions; hereinafter the same shall apply in this item), liabilities (including those that are expected to definitely arise from future transactions; hereinafter the same shall apply in this item), or Derivative Transactions, which are objectively recognized as diminishing the risk of such loss; the same shall apply hereinafter) and the profit and loss pertaining to Hedged Items (meaning the assets, liabilities, or Derivative Transactions that are the subject of Hedging Instruments), in cases where the Hedge Accounting is to be applied; and

(iii) revaluation difference as set forth in Article 7, paragraph (1) of the Act on Revaluation of Land (Act No. 34 of 1998).

(Special Provisions for Accounting Pertaining to Activities under Reorganization Plan)

Article 24-12 (1) Notwithstanding the provisions of this Cabinet Office Ordinance, the matters related to goodwill or net assets to be recorded by the Company under Reorganization Proceedings (meaning a Company under Reorganization Proceedings as defined in Article 169, paragraph (7) (Definitions) of the Act on Special Treatment of Corporate Reorganization Proceedings and Other Insolvency Proceedings of Financial Institutions (Act No. 95 of 1996; referred to as "Special Act for Reorganization"; hereinafter the same shall apply in paragraph), or any other matters related to accounting of its activities performed in accordance with the Reorganization Plan (meaning the Reorganization Plan as set forth in paragraph (2) of that Article; hereinafter the same shall apply in this paragraph) shall be as set forth in the Reorganization Plan.

(2) In cases where, under the Reorganization Plan (meaning the Reorganization Plan as defined in Article 2, paragraph (2) (Definitions) of the Corporate Reorganization Act and Article 169, paragraph (2) of the Special Act for Reorganization), a Mutual Company (excluding a Company under Reorganization Proceedings as set forth in paragraph (7) of that Article), when effecting an Absorption-type Merger (meaning an Absorption-type Merger as defined in Article 270, paragraph (1) (Absorption-type Merger) and Article 361, paragraph (1) (Absorption-type Merger) of the Special Act for Reorganization; hereinafter the same shall apply in this paragraph), allocates fund whose contributors are constituted by the Reorganization Creditors, etc. (meaning Reorganization Creditors, etc. as set forth in Article 2, paragraph (13) of the Corporate Reorganization Act and Article 169, paragraph (13) of the Special Act for Reorganization; hereinafter the same shall apply in this paragraph) of the Company under Reorganization Proceedings (meaning a Company under Reorganization Proceedings as referred to in Article 2, paragraph (7) of the Corporate Reorganization Act and Article 169, paragraph (7) of the Special Act for Reorganization), the amount of the funds contributed by said Reorganization Creditors, etc. shall also be considered as the Consideration for Absorption-type Merger (meaning the properties delivered from the Surviving Mutual Company in Absorption-Type Merger to the members or shareholders of the Absorbed Company upon the implementation of the Absorption-type Merger) pertaining to such Absorption-type Merger.

(Balance Sheet as of Date of Incorporation)

Article 25 The balance sheet to be prepared pursuant to the provision of Article 54-3, paragraph (1) of the Act shall be prepared based on the accounting books of the Mutual Company as of the date of incorporation thereof.

(Financial Statements, etc. for Each Business Year)

Article 25-2 (1) The document to be specified by Cabinet Office Ordinance, as referred to in Article 54-3, paragraph (2) of the Act, shall be a statement of changes in funds, etc. prepared in accordance with the provision of paragraph (3).

(2) Financial statements for each business year and supplementary schedules thereto shall cover the period from the day immediately after the last day of the business year immediately preceding the relevant business year (in cases where there is no such preceding business year, the date of incorporation) and the last day of the relevant business year.

(3) Financial statements and supplementary schedules thereto for each business year which are to be prepared pursuant to the provision of Article 54-3, paragraph (2) of the Act shall be prepared based upon the accounting books for the relevant business year and in accordance with the Appended Form No. 7 (or Appended Form No. 16-17, in case of a Low-Cost, Short-Term Insurer; or Appended Form No. 7-2, in case of a Company with Specified Transaction Account).

(4) Business report and supplementary schedules thereto to be prepared pursuant to the provision of Article 54-3, paragraph (2) of the Act shall be prepared in accordance with the Appended Form No. 7 (or Appended Form No. 16-17, in case of a Low-Cost, Short-Term Insurer; or the Appended Form No. 7-2, in case of a Company with Specified Transaction Account).

(Consolidated Financial Statements)

Article 25-3 (1) The statements to be specified by Cabinet Office Ordinance, as referred to in Article 54-10, paragraph (1) of the Act, shall be the following statements to be prepared pursuant to the provision of the following Article to Article 25-8 inclusive:

(i) consolidated balance sheet;

(ii) consolidated profit and loss statement (including the notes in reference thereto; the same shall apply hereinafter); and

(iii) consolidated statement of changes in funds, etc. (including the notes in reference thereto; the same shall apply hereinafter).

(2) The Consolidated Financial Statements as referred to in the items of the preceding paragraph shall be prepared in accordance with the Appended Form No. 7-3, Sections 2-2, 2-3 and 2-6 (or the Appended Form No. 16-20, Sections 2-2, 2-3 and 2-6, in case of a Low-Cost, Short-Term Insurer).

(Consolidated Financial Year)

Article 25-4 The Consolidated Financial Statements for each business year (hereinafter referred to as "Consolidated Financial Year") shall cover the period from the day immediately after the last day of the business year immediately preceding the relevant business year (in cases where there is no such preceding business year, the date of incorporation) and the last day of the relevant business year.

(Scope of Consolidation)

Article 25-5 (1) A Mutual Company shall include all of its Substantial Subsidiary Companies in the scope of consolidation; provided, however, that a Substantial Subsidiary Company which falls under any other following items shall not be included in the scope of consolidation:

(i) a Substantial Subsidiary Company, in cases where the Mutual Company is found to have a temporary control over its decision-making body in charge of determination of financial and business policies (meaning a shareholders' meetings and any other organ equivalent thereto) is found to be tentative; and

(ii) a Substantial Subsidiary Company which, if included in the scope of consolidation, may substantially mislead the judgment of interested parties of the Mutual Company.

(2) Substantial Subsidiary Companies to be included in the scope of consolidation pursuant to the provision of the preceding paragraph which have little significance such that exclusion from the scope of consolidation would not give any negative impact on making the reasonable judgment regarding the status of properties and profit and losses of the corporate group, in terms of their assets and sales volume (including service profits) and other factors, may be excluded from the scope of consolidation.

(Substantial Companies Which Have Different Period of Business Year)

Article 25-6 (1) A Consolidated Substantial Subsidiary Company (meaning a Substantial Subsidiary Company included in the scope of consolidation; hereinafter the same shall apply in this Article and the following Article) for which the last day of the business year differs from the last day of the business year of the Mutual Company shall, on the last day of the business year of the Mutual Company, settle the account as may be necessary for preparation of financial statements which serve the basis of preparation of the Consolidated Financial Statements; provided, however, this shall not apply to the cases where the difference between the last day of the business year of the Consolidated Substantial Subsidiary Company and the last day of the business year of the Mutual Company do not exceed three months, and where the Consolidated Financial Statements are to be prepared based on the financial statements for the business year of the Consolidated Substantial Subsidiary Company.

(2) In case where the Consolidated Financial Statements are to be prepared pursuant to the provision of the proviso to the preceding paragraph, an adjustment shall be made in relation to the material discrepancies in accounting records pertaining to transactions among Consolidated Companies (which collectively means the Mutual Company and its Consolidated Substantial Subsidiary Companies; the same shall apply in the following Article), arising from the inconsistency between the last day of the business year of the Consolidated Substantial Subsidiary Company and the last day of the business year of the Mutual Company.

(Assessment of Assets and Liabilities of Consolidated Substantial Subsidiary Companies)

Article 25-7 For the purpose of preparing Consolidated Financial Statements, assets and liabilities of Consolidated Substantial Subsidiary Companies shall be evaluated, investments by the Mutual Company in the Consolidated Substantial Subsidiary Companies shall be offset against the corresponding equity in said Consolidated Substantial Subsidiary Companies, and any other necessary elimination of items between the Consolidated Companies shall be made.

(Application of Equity Method)

Article 25-8 (1) Investments in any Non-consolidated Substantial Subsidiary Company (meaning a Substantial Company excluded from the scope of consolidation; hereinafter the same shall apply in this Article) and in Affiliated Company shall be recorded on a consolidated balance sheet by indicating values calculated by the application of the Equity Method (meaning a method whereby an investment company corrects its investment amount for each business year, reflecting the fluctuation in the portions of the invested company's net assets, profit and loss to which said investor company is entitled; hereinafter the same shall apply in this Article); provided, however, that the Equity Method shall not be applied to investments in a Non-consolidated Substantial Subsidiary Company and Affiliated Company that falls under either of the following categories:

(i) an Affiliated Company, where the Mutual Company is found to exert only a temporary influence on its decisions on financial and operational or business policies; or

(ii) a Non-consolidated Subsidiary Company or Affiliated Company, where application of the Equity Method to it is found likely to mislead the judgment of interested parties of the Mutual Company.

(2) Where any Non-consolidated Subsidiary Company or Affiliated Company to which the Equity Method are to be applied pursuant to the provisions of the preceding paragraph would not, in terms of profit, loss, or other factors, give any material influence on Consolidated Financial Statements even if said company is excluded from the target of application of the Equity Method, said company may be excluded from the target of application of the Equity Method.

Division 2: Audit of Accounting Documents Concerning Mutual Company Which is Not a Company with Accounting Auditors

(General Rules on Audit of Accounting Documents)

Article 26 (1) For the purpose of audit to be performed pursuant to the provision of Article 54-4, paragraphs (1) and (2) and Article 54-10, paragraph (4) of the Act (limited to the audit pertaining to the Accounting Documents (excluding balance sheet as of the time of incorporation; hereinafter the same shall apply in this Division and the following Division); hereinafter the same shall apply in this Subsection), the provisions of this Division and the following Division shall apply.

(2) The audit as referred to in the preceding paragraph shall include the audit specified in Article 2, paragraph (1) (Business of Certified Public Accountants) of the Certified Public Accountants Act, as well as the procedures to verify the degree of consistency between information indicated on the Accounting Documents and information required to be indicated thereon, and to inform the interested parties the results thereof.

(Contents of Audit Report of Company Auditors)

Article 26-2 A company auditor (excluding a company auditor of a Company with Accounting Auditor (meaning a Company with Accounting Auditor as set forth in Article 53-22, paragraph (3) of the Act; the same shall apply in this Division) shall, upon the receipt of the Accounting Documents, prepare a audit report in accordance with the Appended Form No. 1-6.

(Contents of Audit Report of Board of Company Auditors)

Article 26-3 (1) The board of company auditors (excluding the board of company auditors of the Company with Accounting Auditors; hereinafter the same shall apply in this Article and Article 26-2, paragraph (1)) shall prepare its audit report (hereinafter referred to as the "Audit Report by Board of Company Auditors" in this Article) in accordance with the Appended Form No. 1-7, based on the audit report prepared by the company auditor pursuant to the provision of the preceding Article (hereinafter referred to the "Audit Report by Company Auditors" in this Article).

(2) When the board of company auditors prepares an Audit Report by Board of Company Auditors, it shall discuss, for one or more occasions, the contents of the Audit Report by Board of Company Auditors (excluding the contents of each company auditor's Audit Report by Company Auditor to be noted in cases where any discrepancy exists between the contents of the Audit Report by Board of Company Auditors and that of the Audit Report by Company Auditors), by means of convocation of meetings or by means which enables simultaneous exchange of opinions through transmission of information.

(Time Limit for Notification of Audit Report)

Article 26-4 (1) A Specific Company Auditor shall, until either of the following dates whichever comes later, notify the Specific Director of the content of the audit report (in case of a company with board of company auditors, limited to the audit report of the board of company auditors prepared pursuant to the provision of paragraph (1) of the preceding Article; hereinafter the same shall apply in this Article) on financial statements for each business year and supplementary schedules thereto:

(i) the date when four weeks passes from the date of receipt of all financial statements;

(ii) the date when one week passes from the date of receipt of the supplementary schedules to the financial statements; or

(iii) if there is a date agreed upon between the Specific Directors and Specific Company Auditors, such date.

(2) Accounting Documents shall be deemed to have been audited by the company auditors on the day when the Specific Director receives the notification of the contents of the audit report under the preceding paragraph.

(3) Notwithstanding the provision of the preceding paragraph, if the Specific Company Auditor fails to make a notification of the contents of the audit report under paragraph (1) no later than the time limit specified in that paragraph, the financial documents shall be deemed to have been audited by the company auditors on the day when the notification should have been made.

(4) The term "Specific Director" as referred to in paragraphs (1) and (2) shall mean the persons specified in the following items, in accordance with the categories as respectively set forth therein (in cases where the Mutual Company is a company with accounting advisors, the persons specified in the respective items, as well as the accounting advisors).

(i) in cases where the recipient of the notification under paragraph (1) is designated: such person designated as the recipient of the notification

(ii) in cases other than as set forth in the preceding paragraph: the director who performed the duties of preparation of the Accounting Documents which require auditing.

(5) The term "Specific Company Auditor" as referred to in paragraphs (1) and (3) shall mean the persons set forth in the following items, in accordance with the categories of Mutual Companies as respectively set forth therein:

(i) a company with company auditors (excluding a company with board of company auditors and a Company with Accounting Auditors): a person set forth in any of the following sub-items (a) to (c) inclusive, in accordance with the categories of the cases as respectively set forth therein:

(a) in cases where there are two or more company auditors, and where the company auditor who shall notify the contents of the audit report under paragraph (1) is designated: the company auditor designated to make the notification

(b) in cases where there are two or more company auditors, and where the company auditor who shall notify the contents of the audit report under paragraph (1) is not designated: all company auditors

(c) the cases other than as set forth in sub-item (a) or (b): company auditors

(ii) a company with board of company auditors (excluding a Company with Accounting Auditors): a person set forth in the following sub-item (a) or (b), in accordance with the categories of the cases as respectively set forth therein:

(a) in cases where the board of company auditors has designated the company auditor who shall notify the contents of the audit report under paragraph (1): the company auditor designated to make the notification

(b) the cases other than as set forth in sub-item (a): all company auditors

Division 3 Auditing of Accounting Documents Concerning Company with Accounting Auditors

(Provision of Accounting Documents)

Article 27 When a director (or an executive officer, in cases of a company with committees) who has prepared the Accounting Documents intends to provide them to accounting auditors, he/she shall also provide them to company auditors (or an audit committee member designated by the audit committee, in case of a company with committees).

(Contents of Accounting Audit Report)

Article 27-2 (1) When an accounting auditor received the Accounting Documents, he/she shall prepare an accounting audit report in accordance with the Appended Form No. 1 (or the Appended Form No. 1-5, in cases of a Low-Cost, Short-Term Insurer).

(2) In cases where, due to any justifiable reason such as change in accounting policies, the Carry-forward Items (meaning the matters to be indicated on the financial statements for the business year prior to the relevant business year; hereinafter the same shall apply in this paragraph) at the time of auditing of financial statements for the relevant business year (including supplementary schedule thereto; hereinafter the same shall apply in this paragraph) has been amended such that these items differ from the items approved or reported at the ordinary general meeting of members (or ordinary General Meeting of Representative Members, in cases where a General Meeting of Representative Members has been organized) for the business year prior to the relevant business year, and where the financial statements for the relevant business year is prepared based on the Carry-forward Items after such amendment, the accounting auditor shall also perform auditing of the matters so amended. The same shall also apply to the Consolidated Financial Statements.

(Contents of Audit Report by Company Auditors of Company with Accounting Auditors)

Article 27-3 A company auditor of a Company with Accounting Auditors shall, upon the receipt of the Accounting Documents and accounting audit report (or Accounting Documents only, in case where Article 27-6, paragraph (3) applies), prepare a audit report in accordance with the Appended Form No. 1-2 (or the Appended Form No. 1-6, in case of a Low-Cost, Short-Term Insurer).

(Contents of Audit Report by Board of Company Auditors of Company with Company Auditors)

Article 27-4 (1) The board of company auditors of a Company with Accounting Auditors shall prepare the audit report of the board of company auditors (hereinafter referred to as the "Audit Report by Board of Company Auditors" in this Article and Article 29-4) in accordance with the Appended Form No. 1-3 (or the Appended Form No. 1-7, in case of a Low-Cost, Short-Term Insurer), based on the audit report prepared by the company auditors pursuant to the provision of the preceding Article (hereinafter referred to the "Audit Report by Company Auditors" in this Article and Article 29-4).

(2) When the board of company auditors of a Company with Accounting Auditors prepares an Audit Report by Board of Company Auditors, it shall discuss, for one or more occasions, the contents of the Audit Report by Board of Company Auditors (excluding the contents of each company auditor's Audit Report by Company Auditor to be noted in cases where there is any discrepancy between the contents of the Audit Report by Board of Company Auditors and that of the Audit Report by Company Auditors), by means of convocation of meetings or by means which allows simultaneous exchange of opinions through transmission of information.

(Contents of Audit Report by audit committee)

Article 27-5 (1) An audit committee shall, upon receipt of the Accounting Documents and accounting audit report (or the Accounting Documents only, in cases where paragraph (3) of the following Article applies), prepare an audit report in accordance with the Appended Form No. 1-4 (or the Appended Form No. 1-8, in case of a Low-Cost, Short-Term Insurer).

(2) The contents of the audit report as referred to in the preceding paragraph (excluding the opinions of the audit committee members to be noted in cases where there is any discrepancy between the contents of the audit report by the audit committee and the opinions of the audit committee members) shall be determined by the resolution of the audit committee.

(Time Limit for Notification of Accounting Audit Report)

Article 27-6 (1) An accounting auditor shall, no later than the day specified in any of the following items in accordance with the categories of the accounting audit report as respectively set forth therein, notify the Specific Company Auditors and Specific Directors of the contents of the accounting audit report.

(i) an accounting audit report on financial statement for each business year and supplementary schedules thereto: the date specified in the following sub-items, whichever comes later:

(a) the date when four weeks passes from the date of receipt of all financial statements;

(b) the date when one week passes from the date of receipt of the supplementary schedules to the financial statements; or

(c) if there is a date agreed upon among the Specific Directors, Specific Company Auditors and accounting auditors, such date.

(ii) accounting audit report on Consolidated Financial Statements: the date when four weeks passes from the date of receipt of all Consolidated Financial Statements (if there is a date agreed upon among the Specific Directors, Specific Company Auditors and accounting auditors, such date).

(2) Accounting Documents shall be deemed to have been audited by the accounting auditors on the day when the Specific Company Auditor or Specific Director receives the notification of the contents of the audit report under the preceding paragraph.

(3) Notwithstanding the provision of the preceding paragraph, if the accounting auditor fails to make a notification of the contents of the accounting audit report under paragraph (1) no later than the time limit specified in that paragraph, the Accounting Documents shall be deemed to have been audited by the accounting auditor on the day when the notification should have been made.

(4) The term "Specific Director" as referred to in paragraphs (1) and (2) shall mean the persons specified in the following items, in accordance with the categories as respectively set forth therein (in cases where the Mutual Company is a company with accounting advisors, the persons specified in the respective items, as well as the accounting advisors) (the same shall apply in Article 27-8).

(i) in cases where the recipient of the notification under paragraph (1) is designated: such person designated as the recipient of the notification

(ii) in cases other than as set forth in the preceding paragraph: the director and executive officer who performed the duties of preparation of the Accounting Documents which require auditing.

(5) The term "Specific Company Auditor" as referred to in paragraphs (1) and (2) shall mean the persons set forth in the following items, in accordance with the categories of Mutual Companies as respectively set forth therein (the same shall apply in Article 27-8):

(i) a company with company auditors (excluding a company with board of company auditors): a person set forth in any of the following sub-items (a) to (c) inclusive, in accordance with the categories of the cases as respectively set forth therein:

(a) in cases where there are two or more company auditors, and where the company auditor who shall receive the notification of the contents of the accounting audit report under paragraph (1) has been designated: the company auditor designated to receive the notification

(b) in cases where there are two or more company auditors, and where the company auditor who shall notify the contents of the audit report under paragraph (1) is not designated: all company auditors

(c) the cases other than as set forth in sub-item (a) or (b): company auditors

(ii) a company with board of company auditors: a person set forth in the following sub-item (a) or (b), in accordance with the categories of the cases as respectively set forth therein:

(a) in cases where the board of company auditors has designated the company auditor who shall receive notification of the contents of the accounting audit report under paragraph (1): the company auditor designated to receive the notification

(b) the cases other than as set forth in sub-item (a): all company auditors

(iii) a company with committees: a person set forth in the following sub-item (a) or (b), in accordance with the categories of the cases as respectively set forth therein:

(a) in cases where the audit committee has designated the audit committee member who shall receive notification of the contents of the accounting audit report under paragraph (1): the audit committee member designated to receive the notification

(b) the cases other than as set forth in sub-item (a): any of the audit committee members

(Matters Related to Execution of Accounting Auditors Duties)

Article 27-7 An accounting auditor shall, upon the notification of the contents of the accounting audit report to Specific Company Auditors as referred to in paragraph (1) of the preceding Article, notify the following matters related to such accounting auditor (in cases where the provision related to such matter has not been prescribed, the fact that such matters have not been prescribed); provided, however, that this shall not apply to the case where the matter has been already known to all company auditors (or audit committee, in case of a company with committees).

(i) the matters related to impartiality, and any other matters related to compliance with laws and regulations and rules applicable to auditing;

(ii) the matters related to policies for acceptance and maintenance of contracts for auditing, services similar to auditing and affairs incidental thereto; and

(iii) other matters related to system to ensure that the accounting auditor's duties will be executed in an appropriate manner.

(Time Limit for Notification of Audit Report by Accounting Auditors, etc. of Company with Accounting Auditors)

Article 27-8 (1) A Specified Auditor of a Company with Accounting Auditors shall, no later than the day specified in any of the following items in accordance with the categories of the audit report as respectively set forth therein, notify the Specific Directors and accounting auditors of the contents of the audit report (in cases of a company with board of company auditors, limited to the contents of the audit report by the board of company auditors prepared pursuant to the provision of Article 27-4, paragraph (1); hereinafter the same shall apply in this Article).

(i) an audit report on Accounting Documents other than the Consolidated Financial Statements: the date specified in the following sub-items, whichever comes later:

(a) the date when one week passes from the date of receipt of the accounting audit report (in the case referred to in Article 27-6, paragraph (3), the day when the documents are deemed to have been audited pursuant to the provision of that paragraph; the same shall apply in the following item);

(b) if there is a date agreed upon between the Specific Directors and Specific Company Auditors, such date.

(ii) audit report on the Consolidated Financial Statements: the date when one week has passed from the date of receipt of the accounting audit report (if there is a date agreed upon among the Specific Directors and Specific Company Auditors, such date).

(2) Accounting Documents shall be deemed to have been audited by the company auditors (or the audit committee, in case of a company with committees) on the day when the Specific Director and Specific Company Auditor receives the notification of the contents of the audit report under the preceding paragraph.

(3) Notwithstanding the provision of the preceding paragraph, if the Specific Company Auditor fails to make a notification of the contents of the audit report under paragraph (1) no later than the time limit specified in that paragraph, the financial documents shall be deemed to have been audited by the company auditor (or the audit committee, in case of a company with committees) on the day when the notification should have been made.

Division 4 Audit of Business Report, etc.

(Contents of Audit Report by Company Auditors)

Article 28 A company auditor shall, upon receipt of the business report and supplementary schedules thereto, prepare an audit report in accordance with the Appended Form No. 1-2 (or the Appended Form No. 1-6, in case of a Low-Cost, Short-Term Insurer)

(Contents, etc. of Audit Report by Board of Company Auditors)

Article 28-2 (1) The board of company auditors shall prepare the audit report of the board of company auditors (hereinafter referred to as the "Audit Report by Board of Company Auditors" in this Article) in accordance with the Appended Form No. 1-3 (or the Appended Form No. 1-7, in case of a Low-Cost, Short-Term Insurer), based on the audit report prepared by the company auditors pursuant to the provision of the preceding Article (hereinafter referred to the "Audit Report by Company Auditors" in this Article).

(2) When the board of company auditors prepares an Audit Report by Board of Company Auditors, it shall discuss, for one or more occasions, the contents of the Audit Report by Board of Company Auditors (excluding the contents of each company auditor's Audit Report by Company Auditor to be noted in cases where there is any discrepancy between the contents of the Audit Report by Board of Company Auditors and that of the Audit Report by Company Auditors), by means of convocation of meetings or by means which allows simultaneous exchange of opinions through transmission of information.

(Contents, etc. of Audit Report by Audit Committee)

Article 28-3 (1) An audit committee shall, upon receipt of the business report and supplementary schedules thereto, prepare an audit report in accordance with the Appended Form No. 1-4 (or the Appended Form No. 1-8, in case of a Low-Cost, Short-Term Insurer).

(2) The contents of the audit report as referred to in the preceding paragraph (excluding the opinions of the audit committee members to be noted in cases where there is any discrepancy between the contents of the audit report by the audit committee and the opinions of the audit committee members) shall be determined by the resolution of the audit committee.

(Time Limit for Notification of Accounting Audit Report, etc.)

Article 28-4 (1) A Specific Company Auditor shall, no later than either of the following dates whichever comes later, notify the Specific Director of the content of the audit report (in case of a company with board of company auditors, limited to the audit report of the board of company auditors prepared pursuant to the provision of Article 28-2, paragraph (1); hereinafter the same shall apply in this Article):

(i) the date when four weeks passes from the date of receipt of the business reports;

(ii) the date when one week passes from the date of receipt of the supplementary schedules to the business report; or

(iii) a date agreed upon among the Specific Directors and Specific Company Auditors.

(2) A business report and supplementary schedules thereto shall be deemed to have been audited by the company auditors (or the audit committee, in case of a company with committees) on the day when the Specific Director receives the notification of the contents of the audit report under the preceding paragraph.

(3) Notwithstanding the provision of the preceding paragraph, if the Specific Company Auditor fails to make a notification of the contents of the audit report under paragraph (1) no later than the time limit specified in that paragraph, the business report shall be deemed to have been audited by the company auditor (or the audit committee, in case of a company with committees) on the day when the notification should have been made.

(4) The term "Specific Director" as referred to in paragraphs (1) and (2) shall mean the persons specified in the following items, in accordance with the categories as respectively set forth therein:

(i) in cases where the recipient of the notification under paragraph (1) is designated: such person designated as recipient of the notification; and

(ii) in cases other than as set forth in the preceding paragraph: the director or executive officer who performed the duties of preparation of the business report and supplementary schedules thereto.

(5) The term "Specific Company Auditor" as referred to in paragraphs (1) and (3) shall mean the persons set forth in the following items, in accordance with the categories of Mutual Companies as respectively set forth therein:

(i) a company with company auditors (excluding a company with board of company auditors): a person set forth in any of the following sub-items (a) to (c) inclusive, in accordance with the categories of the cases as respectively set forth therein:

(a) in cases where there are two or more company auditors, and where the company auditor who shall notify the contents of the audit report under paragraph (1) is designated: the company auditor designated to make the notification

(b) in cases where there are two or more company auditors, and where the company auditor who shall notify the contents of the audit report under paragraph (1) is not designated: all company auditors

(c) the cases other than as set forth in sub-item (a) or (b): company auditors

(ii) a company with board of company auditors: a person set forth in the following sub-item (a) or (b), in accordance with the categories of the cases as respectively set forth therein:

(a) in cases where the board of company auditors has designated the company auditor who shall notify the contents of the audit report under paragraph (1): the company auditor designated to make the notification

(b) the cases other than as set forth in sub-item (a): all company auditors

(iii) a company with committees: a person set forth in the following sub-item (a) or (b), in accordance with the categories of the cases as respectively set forth therein:

(a) in cases where the audit committee has designated the audit committee member who shall notify the contents of the audit report under paragraph (1): the audit committee member designated to make the notification

(b) the cases other than as set forth in sub-item (a): any of the audit committee members

Division 5 Provision, etc. of Financial Statements, etc.

(Provision of Financial Statements, etc.)

Article 29 (1) The provision of Financial Statements to be Provided (meaning documents as set forth in following items in accordance with the categories of Mutual Companies as respectively set forth therein; hereinafter the same shall apply in this Article) to members (or Representative Members, in cases where the General Meeting of Representative Members has been organized; hereinafter the same shall apply on this Article to Article 29-3 inclusive) pursuant to the provision of Article 54-5 of the Act shall be as set forth in this Article.

(i) a Mutual Company which is not a Company with Accounting Auditors: the following documents

(a) financial statements;

(b) in cases where an audit report on the financial statements has been prepared by company auditors (or by the board of company auditors, in case of a company with board of company auditors)financial statement, such audit report (in cases where a Mutual Company (excluding a company with board of company auditors) has two or more company auditors and where the substances of the audit report (excluding the date of preparation of the audit report) prepared by each company auditor are identical, the audit reports prepared by the one or more company auditors)

(c) in cases where the audit is deemed to have been completed pursuant to the provision of Article 26-4, paragraph (3), a document or Electromagnetic Record stating or recording such fact.

(ii) a Company with Accounting Auditors: the following documents

(a) financial statements;

(b) in cases where an accounting audit report pertaining to the financial statements has been prepared, such accounting audit report;

(c) in cases where the company has no accounting auditors (excluding the cases where the company has a person who is to temporarily perform the duties of an accounting auditor as set forth in Article 53-12, paragraph (4) of the Act), a document or Electromagnetic Record stating or recording the fact that the company has no accounting auditors.

(c) in cases where the audit is deemed to have been completed pursuant to the provision of Article 27-6, paragraph (3), a document or Electromagnetic Record stating or recording such fact.

(b) in cases where an audit report on the financial statements has been prepared by company auditors (or by the board of company auditors, in case of a company with board of company auditors; or by the audit committee, in case of a company with committees)financial statement, such audit report (in cases where a Mutual Company (excluding a company with board of company auditors) has two or more company auditors and where the substances of the audit report (excluding the date of preparation of the audit report) prepared by each company auditor are identical, the audit reports prepared by the one or more company auditors)

(c) in cases where the audit is deemed to have been completed pursuant to the provision of Article 27-8, paragraph (3), a document or Electromagnetic Record stating or recording such fact.

(2) In cases where a Notice of Calling (meaning a notice as set forth in Article 299, paragraph (2) or (3) (Notice of Calling of Shareholders' Meetings) of the Companies Act as applied mutatis mutandis pursuant to Article 41, paragraph (1) or Article 49, paragraph (1) of the Act; hereinafter the same shall apply in this Article to Article 29-3 inclusive) of an ordinary general meeting of members (or an ordinary General Meeting of Representative Members, in cases where the General Meeting of Representative Members has been organized; hereinafter the same shall apply in this Article to Article 29-3 inclusive) is to be given in accordance with the method as set forth in any of the following items, the Financial Statements to be Provided shall be given by the method as respectively set forth therein.

(i) provision of written documents: the method as specified in the sub-item (a) or (b) below, in accordance with the categories of the cases as respectively set forth therein:

(a) in cases where the Financial Statements to be Provided are prepared in the form of written documents: provision of written documents stating the matters set forth in the such written documents; or

(a) in cases where the Financial Statements to be Provided are prepared in the form of Electromagnetic Records: provision of written documents stating the matters contained in the such Electromagnetic Records.

(ii) provision by way of Electromagnetic Means: the method as specified in the sub-item (a) or (b) below, in accordance with the categories of the cases as respectively set forth therein:

(a) in cases where the Financial Statements to be Provided are prepared in the form of written documents: provision of the matters set forth in the such written documents, by way of Electromagnetic Means; or

(b) in cases where the Financial Statements to be Provided are prepared in the form of Electromagnetic Records: provision of the matters set forth in the such Electromagnetic Records, by way of Electromagnetic Means.

(3) When providing the Financial Statements to be Provided, the matters to be indicated on the balance sheet, profit and loss statement or statement of changes in funds, etc. pertaining to the business year prior to the relevant business year (hereinafter referred to as "Carry-forward Items") shall also be provided. In this case, if, due to amendment in accounting policies or any other justifiable reason, any of the Carry-forward Items as of the time of provision of the Financial Statements to be Provided differs from the items approved or reported at the ordinary general meeting of members pertaining to the business year prior to the relevant business year, the provision of the Carry-forward Items so amended shall not be precluded.

(4) In cases where, for the period between the time of dispatching a Notice of Calling of the general meeting of members and the day when three months passes from the day of the general meeting of members, the measure (limited to the method specified in Article 14-5, paragraph (1), item (i), sub-item (b), which is to be implemented by the use of Automatic Public Transmission Server connected to the Internet) is implemented so as to keep members accessible to information pertaining to the matters to be included in the relevant Financial Statements to be Provided (limited to notes pertaining to balance sheet, profit and loss statement and statement of changes in funds, etc.), such matters shall be deemed to have been provided to the members by the method specified in paragraph (2) in accordance with the categories of the cases as respectively set forth in the item of that paragraph, for the purpose of application of provision of paragraph (2); provided, however, that this shall be limited to the case where it is provided for in the articles of incorporation that the measure referred to in this paragraph shall be implemented.

(5) In the case referred to in the preceding paragraph, the director shall notify the members of the characters, numbers, marks or any other types of symbols or a combination thereof created for the purpose of the online identification of the portion of the Automatic Public Transmission Server assigned for the purpose of implementing the measure under such paragraph, which enables the information recipients to browse the contents of such information by inputting it into the computers they use and to record the information into the file stored on such computers.

(6) In cases where, pursuant to the provision of paragraph (4), any part of the matters indicated on the financial statements are deemed to have been provided to members by the methods set forth in the items of paragraph (2), and where the company auditor, accounting auditor or audit committee requests that the director shall notify the members of the fact that the financial statements actually provided to the members comprise a part of the financial statements audited for the purpose of preparation of the audit report or accounting audit report, the director shall notify the members of such fact.

(7) A director may, in addition to the Notice of Calling of the ordinary general meeting of members, notify the methods to inform the members of the matters after the amendment in cases where any event occurs which requires amendment to the matters to be stated in the financial statements within the period between the day of dispatching the Notice of Calling of the ordinary general meeting of members and the day immediately prior to the date of the ordinary general meeting of members.

(Provision of Business Reports, etc. to Members)

Article 29-2 (1) The provision of Business Reports to be Provided (meaning the documents as specified in the following items; hereinafter the same shall apply in this Article) to members pursuant to the provision of Article 54-5 of the Act shall be as set forth in this Article.

(i) business report;

(ii) in cases where an audit report on the business report has been prepared by company auditors (or by the board of company auditors, in case of a company with board of company auditors; or by the audit committee, in case of a company with committees) financial statement, such audit report (in cases where a Mutual Company (excluding a company with board of company auditors) has two or more company auditors and where the substances of the audit report (excluding the date of preparation of the audit report) prepared by each company auditor are identical, the audit reports prepared by the one or more company auditors)

(iii) in cases where the audit is deemed to have been completed pursuant to the provision of Article 28-4, paragraph (3), a document or Electromagnetic Record stating or recording such fact.

(2) In cases where the Notice of Calling of the ordinary general meeting of members is to be given by the method set forth in the following items, the Business Reports to be Provided shall be provided by the method as respectively set forth therein:

(i) provision of written documents: the method as specified in the sub-item (a) or (b) below, in accordance with the categories of the cases as respectively set forth therein:

(a) in cases where the Business Reports to be Provided are prepared in the form of written documents: provision of written documents stating the matters contained in the such written documents; or

(b) in cases where the Business Reports to be Provided are prepared in the form of Electromagnetic Records: provision of written documents stating the matters contained in the such Electromagnetic Records.

(i) provision by way of Electromagnetic Means: the method as specified in the sub-item (a) or (b) below, in accordance with the categories of the cases as respectively set forth therein:

(a) in cases where the Business Reports to be Provided are prepared in the form of written documents: provision of the matters contained in the such written documents, by way of Electromagnetic Means; or

(b) in cases where the Business Reports to be Provided are prepared in the form of Electromagnetic Records: provision of the matters contained in the such Electromagnetic Records, by way of Electromagnetic Means.

(3) In cases where, for the period between the time of dispatching a Notice of Calling of the general meeting of members and the day when three months passes from the day of the general meeting of members, the measure (limited to the method specified in Article 14-5, paragraph (1), item (i), sub-item (b), which is to be implemented by the use of Automatic Public Transmission Server connected to the Internet) is implemented so as to keep members accessible to information pertaining to the matters to be contained in the relevant business report (excluding the following matters), such matters shall be deemed to have been provided to the members by the method specified in that paragraph in accordance with the categories of the cases as respectively set forth therein, for the purpose of application of provision of the preceding paragraph; provided, however, that this shall be limited to the case where it is provided for in the articles of incorporation that the measures as referred to in this paragraph shall be implemented.

(i) details of the principal business;

(ii) the progress, outcomes, etc, of business;

(iii) transition of status of property, and profits and losses;

(iv) status of Branch Offices, etc. and Representatives;

(v) status of employees;

(vi) status of major lenders;

(vii) status of fund procurement;

(viii) status of capital investment;

(ix) status of major Subsidiary Companies, etc.

(x) status of assignment, acquisition, etc. of business;

(xi) issues to be handled;

(xii) status of Company Officers;

(xiii) remuneration, etc. payable to Company Officers; and

(xiv) in cases where the company auditor or the audit committee has raised any objection as to the implementation of the measures under this paragraph in relation to any of the matters to be stated in the business report (excluding the matters set forth in the preceding items), such matter.

(4) In the case referred to in the preceding paragraph, the director shall inform the members of the characters, numbers, marks or any other types of symbols or a combination thereof created for the purpose of the online identification of the portion of the Automatic Public Transmission Server assigned for the purpose of implementing the measure under such paragraph, which enables information recipients to browse the contents of such information by inputting it into the computers they use and to record the information into the file stored on such computers.

(5) In cases where, pursuant to the provision of paragraph (3), any part of the matters indicated on the business report are deemed to have been provided to members by the methods set forth in the items of paragraph (2), and where the company auditor or accounting auditor requests that the director shall notify the members of the fact that the business report actually provided to the members comprise a part of the business report audited for the purpose of preparation of the audit report or accounting audit report, the director shall notify the members of such fact.

(6) A director may, in addition to the Notice of Calling of the ordinary general meeting of members, notify the methods to inform the members of the matters after the amendment in cases where any event occurs which requires amendment to the matters to be stated in the business report within the period between the day of dispatching Notice of Calling of the ordinary general meeting of members and the day immediately prior to the date of the ordinary general meeting of members.

(Provision of Consolidated Financial Statements)

Article 29-3 (1) In cases where the Consolidated Financial Statements are to be provided to members pursuant to the provision of Article 54-5 of the Act as applied mutatis mutandis pursuant to Article 54-10, paragraph (6) of the Act, and where the Notice of Calling of the ordinary general meeting of members is to be given by the method set forth in the following items, the Consolidated Financial Statements shall be provided in accordance with the method as respectively set forth in the relevant item.

(i) provision of written documents: the method as specified in the sub-item (a) or (b) below, in accordance with the categories of the cases as respectively set forth therein:

(a) in cases where the Consolidated Financial Statements are prepared in the form of written documents: provision of written documents stating the matters contained in the such written documents; or

(b) in cases where the Consolidated Financial Statements are prepared in the form of Electromagnetic Records: provision of written documents stating the matters set forth in the such Electromagnetic Records.

(ii) provision by way of Electromagnetic Means: the method as specified in the sub-item (a) or (b) below, in accordance with the categories of the cases as respectively set forth therein:

(a) in cases where the Consolidated Financial Statements are prepared in the form of written documents: provision of the matters contained in the such written documents, by way of Electromagnetic Means; or

(b) in cases where the Consolidated Financial Statements are prepared in the form of Electromagnetic Records: provision of the matters set forth in the such Electromagnetic Records, by way of Electromagnetic Means.

(2) For the purpose of application of the preceding paragraph in cases where an accounting audit report or audit report pertaining to the Consolidated Financial Statements as set forth in that paragraph has been prepared and where it is prescribed that the contents of said accounting audit report or audit report shall also be provided to the members, the term "Consolidated Financial Statements" in sub-items (a) and (b) of item (i), and sub-items (a) and (b) of item (ii) of that paragraph shall be deemed to be replaced with "Consolidated Financial Statements (including accounting audit report or audit report pertaining to the Consolidated Financial Statements)".

(3) When providing the Consolidated Financial Statements, the matters to be indicated on the consolidated balance sheet, consolidated profit and loss statement or consolidated statement of changes in funds, etc. pertaining to the consolidated business year prior to the relevant consolidated business year (hereinafter referred to as the "Carry-forward Items") may also be provided. In this case, if, due to amendment in accounting policies or any other justifiable reason, any of the Carry-forward Items as of the time of provision of the Consolidated Financial Statements differs from the items approved or reported at the ordinary general meeting of members pertaining to the consolidated business year prior to the relevant consolidated business year, the provision of the Carry-forward Items so amended shall not be precluded.

(4) In cases where, for the period between the time of dispatching a Notice of Calling of the general meeting of members and the day when three months passes from the day of the general meeting of members, the measure (limited to the method specified in Article 14-5, paragraph (1), item (i), sub-item (b), which is to be implemented by the use of Automatic Public Transmission Server connected to the Internet) is implemented so as to keep members accessible to information pertaining to the matters to be included in the relevant Consolidated Financial Statements (including the accounting audit report and audit report pertaining to the Consolidated Financial Statements, in cases where the provision of paragraph (2) applies), such matters shall be deemed to have been provided to the members by the method specified in paragraph (1) in accordance with the categories of the cases as respectively set forth in the items of that paragraph, for the purpose of application of provision of that paragraph; provided, however, that this shall be limited to the case where it is provided for in the articles of incorporation that the measure referred to in this paragraph shall be implemented.

(5) In the case referred to in the preceding paragraph, the director shall notify the members of the characters, numbers, marks or any other types of symbols or a combination thereof created for the purpose of the online identification of the portion of the Automatic Public Transmission Server assigned for the purpose of implementing the measure under such paragraph, which enables the information recipients to browse the contents of such information by inputting it into the computers they use and to record the information into the file stored on such computers.

(6) In cases where, pursuant to the provision of paragraph (4), any part of the matters indicated on the Consolidated Financial Statements are deemed to have been provided to members by the methods set forth in the items of paragraph (1), and where the company auditor, accounting auditor or audit committee requests that the director shall notify the members of the fact that the Consolidated Financial Statements actually provided to the members comprise a part of the Consolidated Financial Statements audited for the purpose of preparation of the audit report or accounting audit report, the director shall notify the members such fact.

(7) A director may, in addition to the Notice of Calling of the ordinary general meeting of members, notify the methods to inform the members of the matters after the amendment in cases where any event occurs which requires amendment to the matters to be stated in the Consolidated Financial Statements within the period between the day of dispatching Notice of Calling of the ordinary general meeting of members and the day immediately prior to the date of the ordinary general meeting of members.

(Requirements for Application of Special Provisions for Approval of Financial Statements, etc.)

Article 29-4 The requirements to be specified by Cabinet Office Ordinance, as referred to in Article 54-6, paragraph (4) of the Act, shall be satisfaction of the all of the requirements as set forth in the following items (excluding item (iii), in case of a Mutual Company which is a company with company auditors but is not a company with board of company auditors);

(i) that the accounting audit report for the financial statements as referred to in Article 54-6, paragraph (4) of the Act contains an Unqualified Opinion (meaning an opinion finding that the audited financial statements adequately present, in all material respects, the status of properties, and profits and losses for the period covered by the financial statements, in accordance with the corporate accounting practices that are generally accepted as fair and appropriate);

(ii) that no opinion finding the methods and results of the audits performed by the accounting auditor to be inappropriate is contained in the audit report (in case of a company with board of company auditors, limited to an audit report prepared by the board of company auditors) of company auditors, board of company auditors or audit committee pertaining to the accounting audit report set forth in the preceding item;

(iii) that the description noted in the audit report of board of company auditors or audit committee, which pertains to the accounting audit report as referred to in item (i) (meaning the description of each company auditor's the Audit Report by Company Auditors which is to be noted when the contents of the Audit Report by Board of Company Auditors differs from the contents of the Audit Report by Company Auditors; or when an opinion of the audit committee members to be noted when the contents of the audit report of the auditing committee differs from the opinions of the audit committee members) is not the opinion as set forth in the preceding item;

(iv) that the financial statements as referred to in Article 54-6, paragraph (4) of the Act are not deemed to have been audited pursuant to the provision of Article 27-8, paragraph (3) of the Act.

(Public Notice of Financial Statements)

Article 29-5 (1) In cases where a Mutual Company gives a public notice under Article 54-7, paragraph (1) of the Act (including the measures under paragraph (3) of that Article; hereinafter the same shall apply in this paragraph), it shall clearly indicate the following matters in the public notice. In this case, the matters listed in items (i) to (vi) inclusive shall be limited to the notes pertaining to the relevant business year.

(i) notes on going concern assumption;

(ii) notes on significant account policies;

(iii) notes on balance sheet;

(iv) notes on tax effect accounting;

(v) notes on transactions with Related Parties;

(vi) notes on significant post-balance sheet events; and

(viii) the amount of net surplus or net loss for the period.

(2) For the purpose of application of the preceding paragraph in cases where a Mutual Company gives a public notice of its profit and loss statement pursuant to the provision of Article 54-7, paragraph (1) of the Act, the term "following" in that paragraph shall be deemed to be replaced with "items (i) to (vi) inclusive."

(3) The provision of the preceding paragraph shall apply mutatis mutandis to the case where a Mutual Company implements a measure under Article 54-7, paragraph (3) of the Act, in relation to information contained in the profit and loss statement.

(4) the term "Related Parties" as referred to in item (v) of paragraph (1) shall be the following parties;

(i) a Substantial Subsidiary Company of the Mutual Company;

(ii) the Mutual Company's Other Related Company (the term "Other Related Company" means the other company, in cases where the Mutual Company is the Affiliated Company of such other company; hereinafter the same shall apply in this item); and the Parent Company (in cases where such Other Related Company is not a stock company, meaning the entity which is equivalent to the Parent Company) and Subsidiary Company (meaning a Subsidiary Company as set forth in Article 2, item (iii) of the Companies Act; hereinafter the same shall apply in this paragraph; and in cases where such Other Related Company is not a company, the entity which is equivalent to the Subsidiary Company) of such Other Related Company;

(iii) an Affiliated Company of the Mutual Company, and a Subsidiary Company of said Affiliated Company (in cases where the Affiliated Company is not a company, the entity which is equivalent to the Subsidiary Company);

(iv) officers of the Mutual Company, and their close relatives;

(v) the other Company, etc. and its Subsidiary Company, etc. (if the other Company, etc. is not a company, the entity which is equivalent to the Subsidiary Company), in cases where the person set forth in the preceding item, on his/her own account, owns the majority of voting rights in such other Company, etc.; and

(vi) corporate pension for employees (limited to the case where an important transaction (excluding payment of pension premiums) with the Mutual Company is to be implemented).

(Public Notice of Summary of Financial Statements)

Article 29-6 In cases where, pursuant to the provision of Article 54-7, paragraph (2) of the Act, the public notice of summary of balance sheet and summary of profit and loss statement is to be given, the summary of the balance sheet and the summary of the profit and loss statement shall be prepared in accordance with the Appended Form No. 3 (or the Appended Form No. 3-3, in case of a Low-Cost, Short-Term Insurer; or the Appended Form No. 3-2, in case of a Company with Specified Transaction Account).

(Method of Disclosure of Balance Sheet, etc. by Electromagnetic Means)

Article 29-7 The measure under Article 54-7, paragraph (3) of the Act shall be implemented in accordance with the method set forth in Article 14-5, paragraph (1), item (i), sub-item (b) using the Automatic Public Transmission Server connected to the Internet.

(Matters Subject to Public Notice in Cases of Adverse Opinions and Other Cases)

Article 29-8 In cases where any of the following items applies, and where a Company with Accounting Auditors gives public notice pursuant to the provision of Article 54-7, paragraph (1) or (2) of the Act (including the implementation of the measure under paragraph (3) of that Article; hereinafter the same shall apply in this Article), the matters respectively set forth in the relevant items shall be clearly indicated in the public notice.

(i) in cases where the company has no accounting auditors (excluding the cases where the company has a person who is temporarily to perform the duties of an accounting auditor as referred to in Article 53-12, paragraph (4) of the Act): the fact that the company has no accounting auditors;

(ii) in cases where the audit is deemed to have been completed pursuant to the provision of Article 27-6, paragraph (3): such fact;

(iii) in cases where the accounting audit report for the financial statements pertaining to the public notice contains any Adverse Opinions (meaning the opinion to the effect that the audited Accounting Documents, etc. are inadequate, and the reason therefor): such fact

(iv) in cases where the accounting audit report for the financial statements pertaining to the public notice lacks any opinion as to whether the audited financial statements are found to adequately present, in all material respects, the status of properties, and profits and losses of the Mutual Company.

Division VI Payment of Interest on Funds, Redemption of Funds and Distribution of Surplus

(Deductions in Relation to Payment of Interest on Funds, etc.)

Article 30 (1) The amount to be specified by Cabinet Office Ordinance, as referred to in Article 55, paragraph (1), item (iii) of the Act, shall be the following amounts recorded on the balance sheet as of the last day of the Most Recent Business Year:

(i) the amount recorded in the item of application money for funds;

(ii) the amount recorded in the item of reassessment reserve;

(iii) the amount recorded in the item of valuation difference on available-for-sale securities (limited to the case where the amount is not less than zero);

(iv) the amount recorded in the item of deferred gain or loss on hedges;

(v) the amount recorded in the item of land revaluation difference (limited to the case where the amount is not less than zero).

(2) The amount to be specified by Cabinet Office Ordinance, as referred to in Article 55, paragraph (2), item (v) of the Act shall be the following amounts recorded on the balance sheet as of the last day of the Most Recent Business Year:

(i) the amount recorded in the item of application money for funds;

(ii) the amount recorded in the item of reassessment reserve;

(iii) in cases where the Goodwill, etc. Adjustment Amount (meaning the amount of goodwill recorded on the asset section divided by two, plus the amount recorded as deferred assets; hereinafter the same shall apply in this item) falls under the case specified in any of the following sub-items (a) to (c) inclusive, the amount respectively set forth therein:

(a) in cases where the Goodwill, etc. Adjustment Amount is not more than the Amount of Funds, etc. (meaning the total amount of the funds, application money for funds, reserve for redemption of funds, reassessment reserve, and deficiency reserve; hereinafter the same shall apply in this item): zero

(b) in cases where the Goodwill, etc. Adjustment Amount is not more than the total of the Amount of Funds, etc. and deficit in reserve for redemption of funds as of the last day of the Most Recent Business Year (excluding the cases set forth in item (a)): the amount of such Goodwill, etc. Adjustment Amount, less the Amount of Funds, etc.

(c) in cases where the Goodwill, etc. Adjustment Amount exceeds the total of the Amount of Funds, etc. and deficit in reserve for redemption of funds as of the last day of the Most Recent Business Year: the amount set forth in the following items, in accordance with the categories of the cases as respectively set forth therein:

1. in cases where the amount obtained by dividing the goodwill amount as of the last day of the Most Recent Business Year by two is not more than the total of the Amount of Funds, etc. and the deficit in reserve for redemption of funds as of the last day of the Most Recent Business Year: the amount of such Goodwill, etc. Adjustment Amount, less the Amount of Funds, etc.

2. in cases where the amount obtained by dividing the goodwill amount as of the last day of the Most Recent Business Year by two exceeds the total of the Amount of Funds, etc. and the deficit in reserve for redemption of funds as of the last day of the Most Recent Business Year: the total of the amount of the deficit in reserve for redemption of funds as of the last day of the Most Recent Business Year, and the amount recorded as deferred assets;

(iv) any other amount recorded in the item of valuation difference on available-for-sale securities (limited to the case where the amount is not less than zero);

(v) the amount recorded in the item of deferred gain or loss on hedges;

(vi) the amount recorded in the item of land revaluation difference (limited to the case where the amount is not less than zero).

(Formula for Calculation of Distribution of Surplus)

Article 30-2 When a Mutual Company distributes surplus to its members, it shall calculate the amount of surplus to be distributed in accordance with the types of the insurance contracts categorized by the distinctiveness thereof, and shall implement such distribution by one or more of the methods set forth in the following items (or in items (i), (ii) and (iv), in case of a Mutual Company which falls under the category of Low-Cost, Short-Term Insurer).

(i) to distribute the amount of the insurance premiums paid by the members and gains generating from investment of money received as insurance premiums, less the amount of Insurance Money, refund or any other benefit, operating expenditure and any other costs;

(ii) to specify the amount of surplus to be distributed, as categorized by the grounds of the distribution; to calculate the respective amount pertaining to each insurance contract based on the Policy Reserve, insurance money or any other base amount; and to distribute the total of such amounts;

(iii) to specify the amount of surplus to be distributed, as categorized by the insurance periods, etc.; and to distribute the amount pertaining to each insurance contract calculated depending upon the Policy Reserve, insurance premiums or any other base amount; or

(iv) any other method equivalent to the methods set forth in the preceding three items.

(Creation of Accumulation Account)

Article 30-3 (1) A Mutual Company which is an Insurance Company may, for the purpose of the implementation of surplus distribution in a fair and equitable manner, set up an account so that it may manage all or the part of the properties corresponding to the amount of Policy Reserve pertaining to the insurance contract with an option of maturity refund paid after the expiration of the insurance period, in segregation from any other properties (hereinafter referred to as "Accumulation Account" in this Article).

(2) The accounting of the properties belonging to the Accumulation Account shall be segregated from the accounting of the properties belonging to other Accumulation Accounts or from any other account than the Accumulation Accounts, and shall be stated in the accounting books specifically designated.

(3) A Mutual Company which is an Insurance Company may not, unless with approval from the Commissioner of the Financial Services Agency or except for the case of transfer of money to another account by the method specified in the document under Article 4, paragraph (2), item (ii) of the Act, conduct any of the following acts:

(i) to transfer the properties belonging to the Accumulation Account to other Accumulation Accounts or any other account than the Accumulation Accounts; or

(ii) to transfer the properties not belonging to the Accumulation Account to the Accumulation Account.

(4) When a Mutual Company which is an Insurance Company intends to obtain the approval under the preceding paragraph, it shall submit to the Commissioner of the Financial Services Agency the written application for approval, with a written statement of reasons attached thereto.

(Amount of Surplus Subject to Multiplication by Certain Ratio)

Article 30-4 The amount to be specified by Cabinet Office Ordinance, as referred to in Article 55-2, paragraph (2) of the Act, shall be the amount of the surplus not disposed for the period, less the total of the following amounts (such amount shall be up to the amount of net asset on the balance sheet as referred to in Article 55, paragraph (2) of the Act, less the total of the amount set forth in the items of that paragraph).

(i) the amount of the surplus carried over from the previous period;

(ii) the amount of reversal for the purpose of voluntary reserve;

(iii) the amount paid as Interest on Funds as referred to in Article 55, paragraph (1) of the Act;

(iv) the amount to be set aside in the relevant accounting settlement period, as the deficiency reserve as set forth in Article 58 of the Act;

(v) the amount to be set aside in the relevant accounting settlement period, as the reserve for redemption of funds as set forth in Article 56 of the Act;

(vi) the amount of voluntary reserve to be set aside in the net asset section in the relevant accounting period, in preparation of allocation to redemption of funds (provided that the amount shall be up to the amount of the funds (in cases where the company has any funds regarding which the scheduled date of the full redemption thereof is not fixed, the amount of funds shall be excluded), divided by the number of accounting settlement periods included in the period between the payment date thereof to the scheduled date for the full redemption thereof (in cases where the company has funds regarding which the payment dates or scheduled dates of full redemption are not the same, the total of the amount calculated for the respective types of fund)).

(vii) the amount set forth in Article 30, paragraph (2), item (iii);

(viii) the reversal amount, in cases where the reversal amount of members' dividend reserve as set forth in item (i), paragraph (1) of the following Article is included in the surplus for the accounting settlement period.

(Reserve for Distribution of Surplus)

Article 30-5 (1) The reserve to be specified by Cabinet Office Ordinance, as referred to in Article 55-2, paragraph (2) of the Act, shall be as follows:

(i) members' dividend reserve; and

(ii) members' dividend equilibrium reserve.

(2) The members' dividend reserve as set forth in item (i) of the preceding paragraph shall be recorded in the liabilities section of the balance sheet, as the reserve in preparation of distribution of surplus to members.

(3) A Life Insurance Mutual Company (meaning a Mutual Company which has obtained the life insurance business license under Article 3, paragraph (4) of the Act) shall not transfer to the members' dividend reserve referred to in item (i) of paragraph (1) the amount in excess of the total of the amount set forth in the following items (in case of the account closing period, including the amount transferred to the following amounts, on the ground of disposition of surplus).

(ii) the amount of Reserved Dividend (meaning the dividend distributed to members, which are reserved with interests);

(ii) the amount of Unpaid Dividend (meaning the unpaid dividends distributed to members, excluding the Reserved Dividend as set forth in the preceding item) (in case of the accounting period, including the amounts scheduled to be distributed in the subsequent period);

(iii) the amount of Dividend Payable on Expiry (meaning the dividend payable upon expiry of all insurance contracts, calculated based on the presumption that all insurance contracts have expired); and

(iv) any other amount equivalent to those set forth in the preceding three items, as calculated in accordance with the formula designated in the document set forth in Article 4, paragraph (2), item (iv) of the Act.

(4) A Mutual Company which is a Low-Cost, Short-Term Insurer shall not transfer to the members' dividend reserve as referred to in item (i) of paragraph (1) the amount in excess of the total of the following amount (in case of the account closing period, including the amount transferred to the following amount, on the ground of the disposition of surplus).

(i) the amount of Unpaid Dividend (meaning the unpaid dividends distributed to members) (in case of the account closing period, including the amounts scheduled to be distributed in the subsequent period); and

(ii) the amount of scheduled dividends to be distributed in the subsequent , multiplied by five-hundredth.

(5) The members' dividend equilibrium reserve as set forth in item (ii) of paragraph (1) shall be recorded in the net asset section of the balance sheet, as the voluntary reserve for the purpose of stabilizing the amount of surplus to be distributed to members.

(6) In cases where the members' dividend reserve or the members' dividend equilibrium reserve as referred to in paragraph (1) is reversed, the total of the reversal amount, less the amount allocated to distribution of surplus to members, shall be set aside as the members' dividend reserve or the members' dividend equilibrium reserve; provided, however, that this shall not apply to the cases where the remaining amount is allocated to compensation of losses, payment of the Interest on Fund, provision of deficiency reserve, or provision of reserve for redemption of funds.

(Reserve Ratio)

Article 30-6 The ratio to be specified by Cabinet Office Ordinance, as referred to in Article 55-2, paragraph (3) of the Act, shall be twenty percent.

(Application for Authorization for Exception to Provision of Members' Dividend Reserve, etc.)

Article 30-7 (1) When a Mutual Company intends to obtain the authorization under Article 55-2, paragraph (5) of the Act, it shall submit to the Commissioner of the Financial Services Agency or Other Official a written application for authorization, with the following documents attached thereto:

(i) a written statement of reasons;

(ii) minutes of general meeting of members or General Meeting of Representative Members (in cases where, pursuant to the provision of Article 319, paragraph (1) (Omission of Resolution of Shareholders Meetings) of the Companies Act as applied mutatis mutandis by replacing certain terms under Article 41, paragraph (1) of the Act, the document certifying that such provision is applicable; the same shall apply hereinafter); and

(iii) a document containing any other matters which would serve as reference information.

(2) When the application under the preceding paragraph is filed, the Commissioner of the Financial Services Agency or Other Official shall examine whether the soundness in management of the Mutual Company would be prejudiced and protection of Policyholders, etc. would be hindered, unless the amount to be set aside for the accounting period as the reserve set forth in the items of Article 30-5, paragraph (1) shall be the product after the multiplication by the ratio pertaining to the application, judging from the status of business or properties of the Mutual Company which has filed the application for authorization.

(Directors, etc. Held Liable in Relation to Payment of Interest on Funds, etc.)

Article 30-8 (1) The officers to be specified by Cabinet Office Ordinance, as referred to in Article 55-3, paragraph (1), item (i) of the Act, shall be as follows:

(i) directors and executive officers who took charge of the duties related to delivery of money pertaining to Payment of Interests on Fund, etc. (meaning the Payment of Interests on Fund, etc. as set forth in Article 55-3, paragraph (1) of the Act; hereinafter the same shall apply in this Article);

(ii) directors and executive officers who gave explanation on matters related to the Payment of Interests on Funds, etc., at the ordinary general meeting of members (or the ordinary General Meeting of Representative Members, if such meeting is organized; hereinafter the same shall apply in this Article) at which the matters related to Payment of Interests on Funds, etc. was resolved;

(iii) directors who casted affirmative vote on Payment of Interests on Funds, etc. at the board of directors meeting at which the matters related to Payment of Interests on Funds, etc. was resolved; and

(iv) in cases where the company auditor or accounting auditor requested the report on calculation of the maximum limit of interest payment (meaning the maximum limit of interest payment as set forth in Article 55, paragraph (1) of the Act) or maximum limit of redemption, etc. (meaning the maximum limit of redemption as set forth in paragraph (2) of the Article), the director or executive officer who made the report in response to such request.

(2) The officers to be specified by Cabinet Office Ordinance, as referred to in Article 55-3, paragraph (1), item (ii) of the Act, shall be as follows:

(i) the director who submitted the item on the agenda for the ordinary general meeting of members; and

(ii) in cases where the submission of the item on the agenda under the preceding item was made by the resolution of the board of directors meeting, the directors who casted affirmative votes on such submission at the board of directors meeting.

Division 7 Reserve for Redemption of Funds and Deficiency Reserve

(Preserved Documents Pertaining to Reversal of Reserve for Redemption of Funds)

Article 30-9 The matters to be specified by Cabinet Office Ordinance, as referred to in Article 16, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 57, paragraph (4) of the Act, shall be as follows:

(i) the item on the agenda regarding the reversal of reserve for redemption of funds; and

(ii) the balance sheet.

(Matters Related to Financial Statements)

Article 30-10 The matters to be specified by Cabinet Office Ordinance, as referred to in Article 17, paragraph (2) item (ii) of the Act as applied mutatis mutandis pursuant to Article 57, paragraph (4) of the Act, shall be the matters set forth in the following items, in accordance with the categories of the cases applicable as of the day of the public notice as set forth in Article 17, paragraph (2) of the Act as applied mutatis mutandis pursuant to Article 57, paragraph (4) of the Act:

(i) in cases where, pursuant to the provision of Article 54-7, paragraph (1) or (2) of the Act, a Notifying Company (meaning a Mutual Company as set forth in Article 17, paragraph (2), item (ii) of the Act, as applied mutatis mutandis pursuant to Article 57, paragraph (4) of the Act; hereinafter the same shall apply in this Article) has given a public notice of its balance sheet for the Most Recent Business Year or summary thereof: the following information

(a) in cases where the public notice is given by means of publication on a daily newspaper featuring matters on current affairs, the name and date of said newspaper, and the page number on which the public notice has been published; or

(b) in cases where the public notice is given in the form of Electronic Public Notice, the matters listed in Article 64, paragraph (2), item (xviii), sub-item (a) of the Act.

(ii) in cases where, in regard to the balance sheet pertaining to the Most Recent Business Year, the Notifying Company has implemented the measures set forth in Article 54-7, paragraph (3) of the Act: the matters listed in Article 64, paragraph (2), sub-item (xvi) of the Act;

(iii) in cases where the Notifying Company is a Mutual Company as set forth in Article 54-7, paragraph (4) of the Act, and where it has submitted the Annual Securities Report pertaining to the Most Recent Business Year pursuant to the provision of Article 24, paragraph (1) of the Financial Instruments and Exchange Act: such fact;

(v) in cases where the Notifying Company does not have Most Recent Business Year: such fact:

(v) other cases than as set forth in the preceding items: the contents of the summary of the balance sheet for the Most Recent Business Year, as set forth in Appended Form No. 3 (or the Appended Form No. 3-3, in case of a Low-Cost, Short-Term Insurer; or the Appended Form No. 3-2, in case of a Company with Specified Transaction Account).

(Public Notice Pertaining to Reversal of Reserve for Redemption of Funds, etc.)

Article 30-11 The matter to be specified by Cabinet Office Ordinance, as referred to in Article 17, paragraph (2), item (iv) of the Act as applied mutatis mutandis pursuant to Article 57, paragraph (4) of the Act, shall be the reason for the reversal of reserve for redemption of funds.

(Amount of Claim Pertaining to Insurance Contract)

Article 30-12 The amount to be specified by Cabinet Office Ordinance, as referred to in Article 17, paragraph (6) of the Act as applied mutatis mutandis pursuant to Article 57, paragraph (4) of the Act, shall be as follows: the amount set forth in item (i), in case of a Life Insurance Company; the total of the amounts set forth in items (ii) and (iii), in case of a Non-Life Insurance Company; or the amount set forth in item (ii), in case of a Low-Cost, Short-Term Insurer.

(i) the amount to be reserved for the insured, as of the time of the public notice under Article 17, paragraph (2) of the Act, as applied mutatis mutandis pursuant to Article 57, paragraph (4) of the Act (hereinafter referred to as the "Public Notice" in this Article);

(ii) the amount of the insurance premiums corresponding to the Unexpired Period (meaning the insurance period provided for in an insurance contract, outstanding as of the time of the public notice); and

(iii) the amount to be reserved as the refund reserve as set forth in Article 70, paragraph (1), item (iii), as of the time of the public notice.

(Matters to be Stated in Preserved Documents Pertaining to Reversal of Reserve for Redemption of Funds)

Article 30-13 The matters to be specified by Cabinet Office Ordinance, as referred to in Article 17-4, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 57, paragraph (4) of the Act, shall be as follows:

(i) the progress of the procedures as set forth in Article 17 of the Act as applied mutatis mutandis pursuant to Article 57, paragraph (4) of the Act;

(ii) the status of public notice as set forth in Article 17, paragraph (2) of the Act as applied mutatis mutandis pursuant to Article 57, paragraph (4) of the Act; and

(iii) the day of the registration of change reflecting the reversal of reserve for redemption of funds.

(Application for Authorization on Reversal of Reserve for Redemption of Funds)

Article 30-14 (1) When a Mutual Company intends to obtain an authorization under Article 57, paragraph (5) of the Act, it shall submit to the Commissioner of the Financial Services Agency or Other Competent Official a written application for authorization, as well as the following documents attached thereto:

(i) a written statement of reasons;

(ii) minutes of general meeting of members or General Meeting of Representative Members;

(iii) balance sheet;

(iv) a document certifying that the public notice under Article 17, paragraph (2) of the Act as applied mutatis mutandis pursuant to Article 57, paragraph (4) of the Act has been given;

(v) in cases where any policyholder or any other creditor has raised an objection under Article 17, paragraph (4) of the Act as applied mutatis mutandis pursuant to Article 57, paragraph (4) of the Act, a document certifying the fact that the payment has been made or reasonable security has been provided to said policyholder or any other creditor, or reasonable property has been deposited in trust with a Trust Company, etc. for the purpose of having said policyholder or other creditor receive the payment, or that said reversal of reserve for redemption of funds bears no risk of detriment to said policyholder or other creditor;

(vi) a document certifying that the number of policyholders who raised objections under Article 17, paragraph (6) of the Act as applied mutatis mutandis pursuant to Article 57, paragraph (4) of the Act did not exceed one-fifth of the total number of policyholders as referred in Article 17, paragraph (6) of the Act as applied mutatis mutandis pursuant to Article 57, paragraph (4) of the Act; or a document certifying that the amount pertaining to said policyholders as referred to in the preceding Article 30-12 did not exceed one-fifth of the total of the amount set forth in Article 17, paragraph (6) of the Act as applied mutatis mutandis pursuant to Article 57, paragraph (4) of the Act;

(vii) a document containing any other matters which would serve as reference information.

(2) When an application for the authorization under the preceding paragraph has been filed, the Commissioner of the Financial Services Agency or Other Competent Official shall examine whether the application conforms to the following requirements:

(i) that any reason is found, which renders it inevitable for the Mutual Company applying for the authorization (hereinafter referred to as "Applicant Insurance Company, etc." in this paragraph) to implement the reversal of reserve for redemption of funds for which the application for authorization has been filed;

(ii) that the total amount of fund (including reserve for redemption of funds as set forth in Article 56 of the Act) of the Applicant Insurance Company, etc. will not be less than the amount set forth in Article 2-2 of the Cabinet Order (or Article 38-3 of the Cabinet Order, if the Applicant Insurance Company, etc. is a Low-Cost, Short-Term Insurer), and that such amount will be sufficient for carrying out its business in a sound and efficiency manner, even after the implementation of the reversal of reserve for redemption of funds; and

(iii) in cases where the Applicant Insurance Company, etc. is an Insurance Company, that it shall have good prospects for income and expenditure even after the implementation of the reversal of reserve for redemption of funds.

(Requirement for Deficiency Reserve)

Article 30-15 The reserve to be specified by Cabinet Office Ordinance, as referred to in Article 58 of the Act, shall be the reserve as set forth in the items of Article 30-5, paragraph (1).

Subsection 3 Solicitation of Subscribers of Corporate Bonds of Mutual Company

(Terms of Solicitation)

Article 31 The matters to be specified by Cabinet Office Ordinance, as referred to in Article 61, item (xii) of the Act, shall be follows:

(i) in cases where the payment of money in exchange for the Corporate Bond for Subscription (meaning the Corporate Bond for Subscription as set forth in Article 61 of the Act; hereinafter the same shall apply in this Section) is to be made on several occasions, such fact, and the amount to be paid (meaning the amount to be paid as set forth in Article 61, item (ix) of the Act) on each of the payment dates;

(ii) in cases where the Corporate Bonds for Subscription is to be issued jointly with any other company (including a Mutual Company; the same shall apply in Article 31-4 and Article 32), such fact, and the proportionate share to be borne by each company;

(iii) in cases where the contract is to be concluded, which provides that, in lieu of payment of money in exchange for the Corporate Bond for Subscription, the property other than money shall be delivered, the contents of such contract;

(iv) in cases where, under the contract for consignment under Article 61-6 of the Act, the authorities other than the corporate bond administrator's authorities as provided for in the Act is to be prescribed, the contents of such authorities; and

(v) in cases where the main clause of Article 711, paragraph (2) (Resignation of Bond Manager) of the Companies Act as applied mutatis mutandis pursuant to Article 61-7, paragraph (8) of the Act applies, the grounds specified in the main clause of Article 711, paragraph (2) of the Companies Act as applied mutatis mutandis pursuant to Article 61-7, paragraph (8) of the Act.

(Matters Requiring Notices to Prospective Subscribers of Corporate Bonds)

Article 31-2 The matters to be specified by Cabinet Office Ordinance, as referred to in Article 61-2, paragraph (1), item (iii) of the Act, shall be as follows:

(i) in cases where the corporate bond administrator has been appointed, the name and address thereof; and

(ii) in cases where the manager of bond registry has been appointed (meaning the manager of bond registry as set forth in Article 683 (Manager of Bond Registry) of the Companies Act as applied mutatis mutandis pursuant to Article 61-5 of the Act; hereinafter the same shall apply in this Subsection), the name and address thereof.

(Exemption from Requirement of Notification to Prospective Subscriber)

Article 31-3 The cases to be specified by Cabinet Office Ordinance, as referred to in Article 61-2, paragraph (4) of the Act, shall be the cases set forth in the following, where the Mutual Company has provided the prospective applicant referred to in paragraph (1) of the Article with information set forth in the items of that paragraph:

(i) the cases where the Mutual Company has provided, by the Electromagnetic Means, information to be contained in the prospectus pursuant to the provision of the Financial Instruments and Exchange Act; or

(ii) the cases where, pursuant to the provisions of the laws and regulations of foreign states, the Mutual Company has provided prospectus or any other document equivalent thereto as well as any other materials.

(Classes of Corporate Bonds)

Article 31-4 The matters to be specified by Cabinet Office Ordinance, as referred to in Article 681, item (i) (Bond Registry) of the Companies Act as applied mutatis mutandis by replacing certain terms under Article 61-5 of the Act, shall be as follows:

(i) interest rate of the corporate bonds;

(ii) method and maturity of redemption of corporate bonds;

(ii) method and due date of interest payment;

(iv) in cases where the corporate bond certificates are to be issued, such fact;

(v) in cases where the corporate bondholders are not allowed to make a request, in whole or part, as referred to in Article 698 (Conversions between Registered Bonds and Bearer Bonds) of the Companies Act as applied mutatis mutandis pursuant to Article 61-5 of the Act, such fact;

(vi) in cases where the corporate bond administrator may perform the acts set forth in Article 61-7, paragraph (4), item (ii) of the Act without the resolution of the bondholders' meeting, such fact;

(vii) in cases where the Corporate Bond for Subscription is to be issued jointly with any other company, such fact, and the proportionate share to be borne by each company;

(viii) in cases where the corporate bond administrator has been appointed, the name and address thereof; and the terms and conditions of consignment contract as set forth in Article 61-6 of the Act;

(ix) in cases where the manager of bond registry has been appointed, the name and address thereof; and

(x) in cases where the corporate bond falls under the category of the secured corporate bond, the matters specified in Article 19, paragraph (1), items (i), (xi) and (xiii) of the Secured Corporate Bonds Trust Act (Act No. 52 of 1905).

(Matters to be Stated in Bond Registry)

Article 31-5 The matters to be specified by Cabinet Office Ordinance, as referred to in Article 681, item (vii) (Bond Registry) of the Companies Act as applied mutatis mutandis by replacing certain terms under Article 61-5 of the Act, shall be as follows:

(i) in cases where, in lieu of payment of money in exchange for the Corporate Bonds for Subscription, property other than money was delivered, the value of such properties, and the date of delivery thereof; and

(ii) in cases where the bondholder has offset the obligation for payment of money in exchange for the Corporate Bonds for Subscription with the claim held against to the Mutual Company, the amount of such claim and the date of such offset.

(Persons Permitted Access to Information)

Article 31-6 The persons to be specified by Cabinet Office Ordinance, as referred to in Article 684, paragraph (2) (Keeping and Making Available for Inspection of Bond Registry) of the Companies Act as applied mutatis mutandis by replacing certain terms under Article 61-5 of the Act, shall be the bondholders, and any other creditors and members of the Mutual Company which is the issuer of the corporate bond.

(Request for Entry of Matters to be Contained in Bond Registry)

Article 31-7 (1) The matters to be specified by Cabinet Office Ordinance, as referred to in Article 691, paragraph (2) (Stating or Recording Matters to be Stated in Bond Registry as Requested by Bondholders) of the Companies Act as applied mutatis mutandis by replacing certain terms under Article 61-5 of the Act, shall be as follows:

(i) in cases where the Corporate Bond Acquirer has obtained a final and binding judgment ordering that the person stated or recorded as the bondholder in the Bond Registry or such bondholder's general successor shall, pursuant to the provision of Article 691, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 61-5 of the Act, make a request pertaining to the corporate bonds acquired by such Corporate Bond Acquirer, and where the Corporate Bond Acquirer has made a request by providing the documents certifying the details of the final and binding judgment and any other materials;

(ii) in cases where the Corporate Bond Acquirer has made a request by providing documents certifying the substances of the instrument having the same effect as the final and binding judgment as referred to in the preceding item;

(iii) in cases where the Corporate Bond Acquirer has acquired the corporate bonds of the Mutual Company by way of general succession, and where such Corporate Bond Acquirer has made a request by providing the documents certifying the fact of such general succession and any other materials; and

(iv) in cases where the Corporate Bond Acquirer has acquired the corporate bonds of the Mutual Company by way of auction, and where such Corporate Bond Acquirer has made a request by providing the documents certifying acquisition by way of auction and any other materials.

(2) Notwithstanding the provision of the preceding paragraph, if the terms of the corporate bonds acquired by the Corporate Bond Acquirer provides that the corporate bond certificates shall be issued, the case to be specified by Cabinet Office Ordinance, as referred to in Article 691, paragraph (2) of the Companies Act as applied mutatis mutandis by replacing certain terms under Article 61-5 of the Act, shall be the case where the Corporate Bond Acquirer has made a request by presenting the corporate bond certificates.

(Exemption from Requirement of Appointment of Corporate Bond Administrator)

Article 31-8 The cases to be specified by Cabinet Office Ordinance, as referred to in Article 61-6 of the Act, shall be the case where the amount of the aggregate amount of a specific class of corporate bonds (the term "class" shall mean the class as set forth in Article 681, item (i) (Bond Registry) of the Companies Act as applied mutatis mutandis pursuant to Article 61-5 of the Act; hereinafter the same shall apply in this Article), divided by the minimum amount of the respective class of corporate bonds is less than fifty.

(Qualifications of Corporate Bond Administrator)

Article 31-9 The persons to be specified by Cabinet Office Ordinance, as referred to in Article 703, item (iii) of the Companies Act as applied mutatis mutandis by replacing certain terms under Article 61-7, paragraph (8) of the Act, shall be as follows:

(i) a person licensed under Article 3 (License) of the Secured Bond Trust Act;

(ii) agricultural cooperatives or a federation of agricultural cooperatives which additionally engage in the business set forth in Article 10, paragraph (1), items (ii) and (iii) (Business) of the Agricultural Cooperatives Act;

(iii) credit cooperatives, or a federation of cooperatives that carries out the business set forth in Article 9-9, paragraph (1), item (i) (Federation of Cooperatives) of the Small and Medium Sized Enterprise Cooperatives Act;

(iv) a shinkin bank, or a federation of shinkin banks;

(v) a federation of labor banks;

(vi) the Long Term Credit Bank as defined in Article 2 (Definitions) of the Long Term Credit Bank Act (Act No. 187 of 1952);

(vii) an Insurance Company;

(viii) The Norinchukin Bank; and

(ix) The Shoko Chukin Bank Limited.

(Special Relationship)

Article 31-10 (1) The special relationships to be specified by Cabinet Office Ordinance, as referred to in Article 710, paragraph (2), item (ii) (Liability of Bond Manager) as applied mutatis mutandis by replacing certain terms under Article 61-7, paragraph (8) of the Act (including the cases where applied mutatis mutandis pursuant to Article 712 (Liability of Bond Managers after Resignation) of the Companies Act as applied mutatis mutandis pursuant to Article 61-7, paragraph (8) of the Act), shall be as follows:

(i) relationship between a holder of the voting rights exceeding fifty percent of the voting rights held by all members or all shareholders of a juridical person (hereinafter referred to as a "Controlling Member" in this Article), and such juridical person (hereinafter referred to as the "Controlled Juridical Person" in this Article); and

(ii) relationship between the Controlled Juridical Person, and another Controlled Juridical Person of the Controlling Member.

(2) In cases where the Controlling Member and its Controlled Juridical Person hold voting rights in excess of fifty percent of the voting rights held by all members or all shareholders of another juridical person, said other juridical person shall also be deemed as a Controlled Juridical Person of the Controlling Member, and the provisions of the preceding paragraph shall apply.

(Matters to be Determined upon Calling of Bondholders' Meeting)

Article 31-11 The matters to be specified by Cabinet Office Ordinance, as referred to in Article 719, item (iv) (Determination of Calling of Bondholders' Meeting) of the Companies Act as applied mutatis mutandis by replacing certain terms under Article 61-8, paragraph (2) of the Act, shall be as follows:

(i) the matters to be stated in the Bondholders' Meeting Reference Documents (meaning the Bondholders' Meeting Reference Documents as set forth in Article 721, paragraph (1) (Delivery of Bondholders' Meeting Reference Documents and Proxy Cards) of the Companies Act as applied mutatis mutandis pursuant to Article 61-8, paragraph (2) of the Act; the same shall apply in the following Article), pursuant to the provision of the following Article;

(ii) the time limit for exercise of voting rights in writing (limited to the timing on or before the date and time of the bondholders' meeting, but which shall fall on or after the day when two weeks passes from the day of dispatching the notice under Article 720, paragraph (1) (Notice of Calling Bondholders' Meeting) of the Companies Act as applied mutatis mutandis pursuant to Article 61-8, paragraph (2) of the Act);

(iii) the matter related to treatment of exercise of voting rights by a bondholder, if the treatment is provided for the cases where a single bondholder exercises the voting rights in duplicate for the same item on the agenda pursuant to the provision of Article 726, paragraph (1) (Exercise of Voting Rights in Writing) of the Companies Act as applied mutatis mutandis pursuant to Article 61-8, paragraph (2) of the Act (or, in cases where the matters set forth in Article 719, item (iii) of the Companies Act as applied mutatis mutandis pursuant to Article 61-8, paragraph (2) of the Act have been prescribed, pursuant to the provision of Article 726, paragraph (1) or Article 727, paragraph (1) (Exercise of Voting Rights by Electromagnetic Methods) of the Companies Act as applied mutatis mutandis pursuant to Article 61-8, paragraph (2) of the Act), and there is a discrepancy between such duplicate exercises of voting rights for the same item on the agenda :

(iv) in cases where the treatment under Article 31-13, paragraph (1), item (iii) is to be prescribed, the details of such treatment;

(v) in cases where the matters set forth in Article 719, item (iii) of the Companies Act as applied mutatis mutandis pursuant to Article 61-8, paragraph (2) of the Act have been prescribed, the following matters:

(a) the time limit for exercise of voting rights by Electromagnetic Means (limited to the timing on or before the date and time of the bondholders' meeting, but which shall fall on or after the day when two weeks passes from the day of dispatching the notice under Article 720, paragraph (1) (Notice of Calling Bondholders' Meeting) of the Companies Act as applied mutatis mutandis pursuant to Article 61-8, paragraph (2) of the Act);

(b) in cases where the Voting Form (meaning the Voting Form as set forth in Article 721, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 61-8, paragraph (2) of the Act; the same shall apply in Article 31-13) under Article 721, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 61-8, paragraph (2) of the Act is to be delivered (including provision by Electromagnetic Method in lieu of such delivery, as set forth in Article 721, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 61-8, paragraph (2) of the Act) to a bondholder and who has given an approval under Article 720, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 61-8, paragraph (2) of the Act, subject to such bondholder's request, such fact;

(Reference Documents for Bondholders' Meeting)

Article 31-12 (1) The Reference Documents for Bondholders' Meeting shall contain the following matters:

(i) items on the agenda, and reason for the proposal;

(ii) in cases where the item on the agenda relates to the election of representative bondholder, the following matters:

(a) the name of the candidate;

(b) the brief history or outline of the candidate; and

(c) in cases where the candidate has any special relationship with the Mutual Company which is the issuer of the corporate bond or with the corporate bond administrator, the brief description of the facts.

(2) In addition to what is provided for in the preceding paragraph, Reference Documents for Bondholders' Meeting may include any matter as may be deemed informative in exercising the voting rights by bondholders.

(3) In cases where, among the matters to be stated in the Reference Documents for Bondholders' Meeting to be provided to bondholders in connection with the same bondholders' meeting, there is any matter already specified in other document or any information provided by way of the Electromagnetic Means, such matters needs not be included in the Reference Documents for Bondholders' Meeting.

(4) In cases where, among the matters to be included in the Notice of Calling (meaning a notice under Article 720, paragraph (1) or (2) (Notice of Calling of Bondholders' Meetings) of the Companies Act as applied mutatis mutandis pursuant to Article 61-8, paragraph (2) of the Act; hereinafter the same shall apply in this Article and the following Article) to be sent to the bondholders in connection with the same bondholders' meeting, there is any matter stated in the Reference Documents for Bondholders' Meeting, such matters need not be included in the Notice of Calling.

(Voting Forms)

Article 31-13 (1) The matters to be stated in the Voting Form to be delivered pursuant to the provision of Article 721, paragraph (1) (Delivery of Bondholders' Meeting Reference Documents and Proxy Cards) of the Companies Act as applied mutatis mutandis pursuant to Article 61-8, paragraph (2) of the Act, or the matters to be stated in the Voting Form provided by the Electromagnetic Means as referred to in Article 722, paragraph (1) or (2) of the Companies Act as applied mutatis mutandis pursuant to Article 61-8, paragraph (2) of the Act shall be as follows:

(i) space to indicate answer whether the bondholder consents to or dissents from each item on the agenda (in cases where the space to indicate abstention from voting is to be provided, including space to indicate the abstention from voting);

(ii) in cases where the matters set forth in Article 31-11, item (iii) have been prescribed, such matters;

(iii) the details of the treatment, if, in cases where the matters set forth in Article 31-11, item (iv) have been prescribed and where a Voting Form has been submitted to the Convener (meaning the Convener as set forth in Article 719 (Determination of Calling of Bondholders' Meeting) of the Companies Act as applied mutatis mutandis pursuant to Article 61-8, paragraph (2) of the Act; hereinafter the same shall apply in this Article) without any entry into the space set forth in item (i), such bondholder is to be treated to have manifested the intention to cast an affirmative or negative vote on the items or agenda, or to abstain from voting;

(iv) the time limit for exercise of the voting rights; and

(v) the name of the bondholders to exercise the voting rights, and the number of voting rights they entitle to exercise.

(2) In cases where the company has prescribed any provision on the matters specified in Article 31-11, item (v), sub-item (b), a Convener shall, upon the request from the bondholder which has given an approval pursuant to the provision of Article 720, paragraph (2) (Notice of Calling of Bondholders' Meetings) of the Companies Act as applied mutatis mutandis pursuant to Article 61-8, paragraph (2) of the Act, deliver to such bondholder a Voting Form as set forth in Article 721, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 61-8, paragraph (2) of the Act (such delivery shall include the provision of information implemented by the Electromagnetic Means in lieu of delivery pursuant to the provision of Article 721, paragraph (2) of the Companies Act as applied mutatis mutandis pursuant to Article 61-8, paragraph (2) of the Act).

(3) In cases where, among the matters to be contained in the Notice of Calling to be provided to bondholders in connection with the same bondholders meeting (limited to the matters specified in items (ii) to (iv) of paragraph (1)), there is any matter already stated in the Notice of Calling, such matter need not be contained in the Voting Form to be provided to bondholders.

(4) In cases where, among the matters to be contained in the Notice of Calling to be provided to bondholders in connection with the same bondholders meeting, there is any matter already stated in the Voting Form, such matter need not be contained in the Notice of Calling to be provided to bondholders.

(Time Limit for Exercise of Voting Rights in Writing)

Article 31-14 The timing to be specified by Cabinet Office Ordinance, as referred to in Article 726, paragraph (2) (Exercise of Voting Rights in Writing) of the Companies Act as applied mutatis mutandis by replacing certain terms under Article 61-8, paragraph (2) of the Act, shall be the time limit for exercise as set forth in Article 31-11, item (ii).

(Time Limit for Exercise of Voting Rights by Electromagnetic Means)

Article 31-15 The timing to be specified by Cabinet Office Ordinance, as referred to in Article 727, paragraph (1) (Exercise of Voting Rights by Electromagnetic Methods) of the Companies Act as applied mutatis mutandis by replacing certain terms under Article 61-8, paragraph (1) of the Act, shall be the time limit for exercise as set forth in Article 31-11, item (v), sub-item (a).

(Minutes of Bondholders Meeting)

Article 31-16 (1) Preparation of the minutes of bondholders' meeting, as referred to in Article 731, paragraph (3) (Minutes) of the Companies Act as applied mutatis mutandis pursuant to Article 61-8, paragraph (2) of the Act, shall be as set forth in this Article.

(2) The minutes of bondholders' meeting shall be prepared in writing or by means of Electronic Records.

(3) The minutes of bondholders' meeting shall contain the following matters:

(i) the date and place of convocation of the bondholders' meeting;

(ii) the substance of the proceeding of the bondholders' meeting, as well as results thereof;

(iii) in cases where, pursuant to the provision of Article 729, paragraph (1) (Attendance of Representative of Bond-issuing Company) of the Companies Act as applied mutatis mutandis pursuant to Article 61-8, paragraph (2) of the Act, any opinion was presented at the bondholders' meeting, the outline of such opinions;

(iv) the name of the representative or corporate bond administrator of the Mutual Company which is the issuer of the corporate bond, present at the bondholder's meeting;

(v) in cases where the bondholders' meeting was presided over by the chairperson, the name of the chairperson; and

(vi) the name of the person who took charge of the duties of preparation of the minutes.

Section 4 Business Transfer, etc.

(Total Amount of Assets)

Article 32 (1) The method to be specified by Cabinet Office Ordinance, as referred to in Article 62-2, paragraph (1), item (ii) of the Act, shall be the method whereby the total of the following amounts as of the Cut-Off Date (meaning the date of conclusion of the assignment contract as set forth in the item (in cases where, under said contract, the timing other than the conclusion date thereof (limited to the timing between the date of conclusion of the contract and the time immediately prior to the time when the assignment takes effect) has been designated, such timing; hereinafter the same shall apply in this Article) is treated as the total amount of assets of the Mutual Company:

(i) the amount of the funds;

(ii) the amount of reserve for redemption of funds;

(iii) the deficit in reserve for redemption of funds;

(iv) the amount of the reassessment reserve;

(v) the amount of surplus;

(vi) the amount pertaining to valuation and translation adjustments, etc. as of the last day of the Most Recent Business Year (in cases where the Mutual Company has no such Most Recent Business Year, as of the day of the incorporation thereof; hereinafter the same shall apply in this paragraph and in item (vi), paragraph (1) of the following Article);

(vii) the amount recorded in the liabilities section as of the last day of the Most Recent Business Year; and

(viii) in cases where, after the last day of the Most Recent Business Year, succession of the rights and obligations pertaining to the business of other company through absorption-type merger, or acquisition of the entire business of other company (including a foreign company and a foreign mutual company) was implemented, the amount of liabilities succeeded to or acquired due to such conducts.

(2) Notwithstanding the provision of the preceding paragraph, in cases where, as of the Cut-Off Date, the Mutual Company implementing the assignment as referred to in Article 62-2, paragraph (1), item (ii) of the Act is a Liquidating Mutual Company (meaning a Liquidating Mutual Company as set forth in Article 180-2 of the Act; the same shall apply hereinafter), the method to be specified by Cabinet Office Ordinance, as referred to in that item, shall be the method whereby the amount recorded in the asset section of the balance sheet prepared pursuant to the provision of Article 492, paragraph (1) (Preparation, etc. of Inventory of Property) of the Companies Act as applied mutatis mutandis pursuant to Article 180-17 of the Act is treated as the total amount of assets of the Mutual Company.

(Amount of Net Assets)

Article 32-2 (1) The method to be specified by Cabinet Office Ordinance, as referred to in Article 62-2, paragraph (1), item (iv), sub-item (b) of the Act, shall be the method whereby the total of the following amounts as of the Cut-Off Date (meaning the date of conclusion of the acquisition contract as set forth in that item (in cases where, under said contract, the timing other than the conclusion date thereof (limited to the timing between the date of conclusion of the contract and the time immediately prior to the time when the acquisition takes effect) has been designated, such timing; hereinafter the same shall apply in this Article) is treated as the amount of net assets of the Mutual Company:

(i) the amount of funds;

(ii) the amount of reserve for redemption of funds;

(iii) the deficit in reserve for redemption;

(iv) the amount of reassessment reserve;

(v) the amount of surplus; and

(vi) the amount pertaining to valuation and translation adjustments, etc. as of the last day of the Most Recent Business Year.

(2) Notwithstanding the provision of the preceding paragraph, in cases where, on the Cut-Off Date, the Mutual Company implementing the acquisition pursuant to the provision of Article 62-2, paragraph (1), item (iv) of the Act is a Liquidating Mutual Company, the method to be specified by Cabinet Office Ordinance, as referred to in sub-item (b) of that item, shall be the method whereby the amount recorded in the asset section of the balance sheet prepared pursuant to the provision of Article 492, paragraph (1) (Preparation, etc. of Inventory of Property) of the Companies Act as applied mutatis mutandis pursuant to Article 180-17 of the Act, less the amount recorded in the liabilities section (or five million yen, in cases where said amount is less than five million yen) is treated as the amount of net assets of the Mutual Company.

Subsection 5 Miscellaneous Provisions

(Non-Membership Contract)

Article 33 (1) The types of insurance contracts to be specified by Cabinet Office Ordinance, as referred to in Article 63, paragraph (1) of the Act, shall be an insurance contract without an option of distribution of surplus.

(2) The matter to be specified by Cabinet Office Ordinance, as referred to in Article 63, paragraph (2) of the Act, shall be the limit on underwriting of insurance pertaining to the insurance contract as set forth in paragraph (1) of that Article (hereinafter referred to as "Non-Membership Contract" in this Section).

(3) The ratio of the sum of the amounts set forth in items (i) and (ii) which pertains to the insurance contract wherein the Mutual Company is the insurer, to the sum of the amounts set forth in items (iii) and (iv), shall not exceed twenty percent.

(ii) the aggregate amount of insurance premiums for the Primary Insurance Contract which fall under the category of Non-Membership Contract;

(ii) for each Insurance Company which is the policyholder under Outwards Reinsurance Contract (meaning an reinsurance contract underwritten for another Insurance Company (including a Foreign Insurer; hereinafter the same shall apply in this paragraph); hereinafter the same shall apply in this paragraph), the sum of the following amounts: the aggregate amount of insurance premiums under the Outwards Insurance Contract underwritten for such another Insurance Company (hereinafter referred to as "Outwards Reinsurance Premiums" in this paragraph) after deduction of the total insurance premiums under the reinsurance contract wherein the insurer is said Insurance Company, in which case such deduction shall be up to the first-mentioned aggregate amount, multiplied by the proportion of the aggregate amount of insurance premiums under the Non-Membership Contract to the aggregate amount of the Outwards Reinsurance Premiums pertaining to such another Insurance Company;

(iii) the aggregate amount of insurance premiums under the Outwards Reinsurance Contract; and

(iv) for each Insurance Company which is the policyholder under the Outwards Reinsurance Contract, the sum of the following: aggregate amount of Outwards Reinsurance Premiums pertaining to the Insurance Company, after the deduction of the aggregate amount of insurance premiums under the reinsurance wherein the insurer is such another Insurance Company as the insured, in which case the deduction shall be up to the first-mentioned aggregate amount.

(4) Notwithstanding the provision of the preceding paragraph, in case where the articles of incorporation provides that the members shall not be the policyholders under the contract for automobile damage liability insurance as set forth in Article 5 (Mandatory Execution of Liability Insurance Contract) of the Automobile Liability Security Act or under the earthquake insurance contract as set forth in Article 2, paragraph (2) (Definitions) of the Act on Earthquake Insurance (Act No. 73 of 1966), the insurance premiums under these insurance contract shall not be excluded for the purpose of calculation of the insurance premiums under the preceding paragraph.

(5) Notwithstanding the provision of paragraph (3), in cases where the insurance contracts are transferred from the Insurance Company, etc. or Foreign Insurance Company, etc. which has been subject to an order to hold a consultation on transfer of such insurance contracts pursuant to the provision of Article 241, paragraph (1) of the Act, or where the insurance contracts are transferred from the Managed Company (meaning the Managed Company as set forth in Article 242, paragraph (1) of the Act; the same shall apply in the following paragraph) in accordance with the plan under Article 247, paragraph (1) of the Act as approved pursuant to the provision of paragraph (2) of that Article (including the approval under paragraph (4) of the Article; the same shall apply in the following paragraph), the insurance premiums under these insurance contracts transferred shall be excluded for the purpose of calculation of the insurance premiums under paragraph (3).

(6) Notwithstanding the provision of paragraph (3), in cases where the Mutual Company will be merge with the Insurance Company ordered to hold a consultation on merger pursuant to the provision of Article 241, paragraph (1) of the Act, or where the Mutual Company merges with the Managed Company in accordance with the plan under Article 247, paragraph (1) of the Act as approved pursuant to the provision of paragraph (2) of that Article, the insurance premiums under the insurance contracts wherein the Insurance Company or the Managed Company the insured shall be excluded for the purpose of calculation of the insurance premiums under paragraph (3).

Article 34 When a Mutual Company intends to conclude a Non-Membership Contract, it shall notify the prospective policyholder the fact that such person will not acquire a status of a member.

Article 35 With regard to accounting related to Non-Membership Contracts, a document specifying the status of income and expenditure for the business year shall be prepared, which shall be submitted to the Commissioner of the Financial Services Agency (in case of a Mutual Company which falls under the category of a Low-Cost, Short-Term Insurer (excluding the Low-Cost, Short-Term Insurers designated by the Commissioner of the Financial Services Agency), the Director-General of Local Finance Bureau having jurisdiction over the location of such Low-Cost, Short-Term Insurer's head office or principal office (or the Director-General of the Fukuoka Local Finance Branch Bureau, if the location falls within the district of the Fukuoka Local Finance Branch Bureau)), within four months after the end of the business year.

(Matters Related to Commercial Registration)

Article 35-2 (1) The measures to be specified by Cabinet Office Ordinance, as referred to in the provisions set forth in the following items shall be the characters, numbers, marks or any other types of symbols or a combination thereof created for the purpose of the online identification of the portion of the Automatic Public Transmission Server assigned for the purpose of implementing the measure under that paragraph, which enables the information recipients to browse the contents of such information by inputting it into the computers they use and to record the information into the file stored on such computers.

(i) Article 64, paragraph (2), item (xvi) of the Act: measure under Article 54-7, paragraph (3) of the Act; and

(ii) Article 64, paragraph (2), item (xviii), sub-item (a): electronic public notice to be given by a Mutual Company.

(2) In the case referred to in Article 64, paragraph (2), item (xviii) of the Act, the matters specified in sub-item (a) of that item which are subject to information provision on the details of the Public Notice of Account Closing (meaning the public notice under Article 54-7, paragraph (1) of the Act; hereinafter the same shall apply in this paragraph) may be registered separately from the matters which are subject to information provision on the details of the public notice other than such Public Notice of Account Closing.

Section 3 Entity Conversion

Subsection 1 Entity Conversion from Stock Company to Mutual Company

(Entity Conversion Plan on Entity Conversion from Stock Company to Mutual Company)

Article 36 The matters to be specified by Cabinet Office Ordinance, as referred to in Article 69, paragraph (4), item (v) of the Act, shall be as follows:

(i) if the Converted Mutual Company (meaning a Converted Mutual Company as defined in Article 69, paragraph (4), item (i) of the Act; the same shall apply hereinafter) delivers, upon the Entity Conversion, to shareholders of the converting stock company implementing the Entity Conversion money in lieu of the shares therein, the amount of such money and of calculation thereof:

(ii) in the case referred to in the preceding item, the matters related to allocation of money under that item to the shareholder of the stock company implementing the Entity Conversion (such shareholder shall exclude the stock company implementing the Entity Conversion);

(iii) in case where the stock company implementing the Entity Conversion has issued share options, the amount or calculation method of money in lieu of the share options, which is to be delivered by the Converted Mutual Company to the share option holders upon the implementation of the Entity Conversion;

(iv) in the case referred to in the preceding item, the matters related to allocation of money under that paragraph, to be allocated to the share option holders of the stock company implementing the Entity Conversion; and

(v) the amount of voluntary reserve of the Converted Mutual Company.

(Matters Subject to Prior Disclosure by Converting Stock Company)

Article 36-2 The matters specified by a Cabinet Office Ordinance, as referred to in Article 69-2, paragraph (1) of the Act, shall be as follows:

(i) the details of the item on the agenda regarding the Entity Conversion;

(ii) matters related to adequacy of the provision on the matters set forth in items (i) and (ii) of the preceding Article (in cases where there is no such provision, the adequacy as to the lack thereof);

(iii) matters related to adequacy of the aggregate amount of the funds as referred to in Article 69, paragraph (4), item (i) of the Act, and the amount of the reserve as referred to in item (ii) of that paragraph;

(iv) the matters related to adequacy of the provision on the matters set forth in items (iii) and (iv) of the preceding Article, in cases where the stock company implementing the Entity Conversion has issued share options;

(v) the following matters related to the stock company implementing the Entity Conversion (excluding a Liquidating Stock Company (meaning a Liquidating Stock Company as set forth in Article 476 (Capacity of Liquidating Stock Companies) of the Companies Act; the same shall apply hereinafter)):

(a) the details of the financial statements, etc. pertaining to the Most Recent Business Year (the term "Financial Statements" shall have the following meanings: in case of a stock company, the Financial Statements for each business year (meaning the Financial Statements as set forth in forth in Article 435, paragraph (2) (Preparation and Retention of Financial Statements, etc.) of the Companies Act (including the cases where applied by replacing certain terms under Article 13 of the Act); the same shall apply in Section 2 of Chapter VIII), and business report for each business year (including the audit report and accounting audit report, in cases of falling under Article 436, paragraph (1) or (2) (Audit, etc. of Financial Statements, etc.) of the Companies Act (including the cases where applied by replacing certain terms under Article 13 of the Act)); or, in case of a Mutual Company, the Financial Statements for each business year (meaning the Financial Statements set forth in Article 54-3, paragraph (2) of the Act; hereinafter the same shall apply in this Section and Chapter VIII, Section 2) and business report for each business year (including audit report or accounting audit report); hereinafter the same shall apply in this Section, and Sections 2 and 2-2 of Chapter VIII) (in cases where the company has no Most Recent Business Year, the details of the balance sheet as of the day of incorporation of the stock company implementing the Entity Conversion);

(b) in cases where the company has Temporary Financial Statements, etc. (meaning the Temporary Financial Statements as set forth in Article 441, paragraph (1) (Temporary Financial Statements) of the Companies Act (including the audit report or accounting audit report, in cases where provision of paragraph (2) of the Article applies); the same shall apply hereinafter) prepared as of a certain day which falls after the last day of the Most Recent Business Year (in cases where the company has no Most Recent Business Year, after the date of incorporation of the stock company implementing the Entity Conversion; the same shall apply in sub-item (c)) as the temporary account closing date (in cases where there are two or more temporary account closing dates, whichever comes later), the contents of said Temporary Financial Statements, etc.; and

(c) in cases where, after the last day of the Most Recent Business Year, disposition of any important asset, assumption of a material obligation or any other event which would have a material impact on the company's asset status has taken place, the account of such event (in cases where the new Most Recent Business Year falls within the period between the Day of Commencement of Keeping Entity Conversion Plan (meaning the Day of Commencement of Keeping Entity Conversion Plan as set forth in Article 69-2, paragraph (2) of the Act; hereinafter the same shall apply in this Section) and the day when the Entity Conversion takes effect, the above shall be limited to the accounts of the events which have taken place after the last day of said new Most Recent Business Year).

(vi) the balance sheet of by the stock company implementing the Entity Conversion (limited to a Liquidating Stock Company) prepared pursuant to the provision of Article 492, paragraph (1) (Preparation, etc. of Inventory of Property) of the Companies Act;

(vii) the matters pertaining the prospect on performance by the Converted Mutual Company of its obligations (limited to the obligations against the policyholder or any other creditor entitled to raise an objection as to the Entity Conversion pursuant to the provision of Article 70, paragraph (1) of the Act (excluding the obligations pertaining to the rights (excluding Insurance Claims, etc.) of the policyholders or any other holder of the rights in an insurance contract)); and

(viii) in cases where, for the period between the Day of Commencement of Keeping Entity Conversion Plan and the day when the Entity Conversion takes effect, any change occurred to the matters listed in any of the preceding items, the matter so changed.

(Matters Subject to Ex-Post Facto Disclosure by Converted Mutual Company)

Article 36-3 The matters to be specified by Cabinet Office Ordinance, as referred to in Article 69-2, paragraph (4) of the Act, shall be the matters specified in the items of the preceding Article.

(Matters Related to Financial Statements)

Article 36-4 The matters to be specified by Cabinet Office Ordinance, as referred to in Article 70, paragraph (2), item (iii) of the Act, shall be the matters set forth in the following items, in accordance with the categories of the cases applicable as of the day of the public notice as set forth in that paragraph:

(i) in cases where, pursuant to the provision of Article 440, paragraphs (1) and (2) (Public Notice of Financial Statements) of the Companies Act as applied by replacing certain terms under Article 13 of the Act, a converting stock company has given a public notice of its balance sheet for the Most Recent Business Year or summary thereof: the following information

(a) in cases where the public notice has been made by means of publication on a daily newspaper featuring matters on current affairs, the name and date of said newspaper, and the page number on which the public notice has been published; or

(b) in cases where the public notice is given in the form of an Electronic Public Notice, the matters listed in Article 911, paragraph (3), item (xix), sub-item (a) (Registration of Incorporation of Stock Company) of the Companies Act.

(ii) in cases where, in regard to the balance sheet pertaining to the Most Recent Business Year, the converting stock company has implemented the measures set forth in Article 440, paragraph (3) of the Companies Act: the matters specified in Article 911, paragraph (3), item (xxvii) of that Act;

(iii) in cases where the converting stock company is a stock company as set forth in Article 440, paragraph (4) of the Companies Act, and where said stock company has submitted the Annual Securities Report pertaining to the Most Recent Business Year pursuant to the provision of Article 24, paragraph (1) of the Financial Instruments and Exchange Act: such fact;

(iv) in cases where, pursuant to the provision of Article 28 of the Act on Arrangement of Relevant Acts Incidental to Enforcement of the Companies Act, the converting stock company is exempted from application of Article 440 of the Companies Act: such fact;

(v) in cases where the converting stock company does not have Most Recent Business Year: such fact

(vi) in cases where the converting stock company is a liquidating stock company: such fact

(vii) other cases than as set forth in the preceding items: the contents of the summary of the balance sheet for the Most Recent Business Year as specified in the Appended Form No. 2 (or Appended Form No. 2-3, in case of a Low-Cost, Short-Term Insurer; or Appended Form No. 2-2, in case of a Company with Specified Transaction Account).

(Matters Subject to Public Notice Pertaining to Entity Conversion from Stock Company to Mutual Company)

Article 36-5 The matters to be specified by Cabinet Office Ordinance, as referred to in Article 70, paragraph (2), item (v) of the Act, shall be as follows:

(i) the total amount of the funds in the Converted Mutual Company;

(ii) the matters related to compensation for shareholders and share option holders; and

(iv) the matters related to the rights of policyholders, after the implementation of the Entity Conversion.

(Amount of Claims Pertaining to Insurance Contract)

Article 37 The amount to be specified by Cabinet Office Ordinance, as referred to in Article 70, paragraph (6) of the Act, shall be the amount set forth in item (i), in case of a Life Insurance Company; the total of the amounts set forth in items (ii) and (iii), in case of a Non-Life Insurance Company; and the amount set forth in item (ii), in case of a Low-Cost, Short-Term Insurer.

(i) the amount to be reserved for the insured, as of the time of the public notice under Article 70, paragraph (2) of the Act (hereinafter referred to as the "Public Notice" in this Article);

(ii) the amount of the insurance premiums corresponding to the Unexpired Period (meaning the insurance period provided for in an insurance contract, outstanding as of the time of the Public Notice); and

(iii) the amount to be reserved as the refund reserve as set forth in Article 70, paragraph (1), item (iii), as of the time of the Public Notice.

(Matters to be Determined upon Calling of Meeting)

Article 38 The matters to be specified by Cabinet Office Ordinance, as referred to in Article 67, paragraph (1), item (v) (Determinations to Call Organizational Meetings) of the Companies Act as applied mutatis mutandis by replacing certain terms under Article 74, paragraph (3) of the Act, shall be as follows:

(i) in cases where the place of General Meeting of Policyholders as set forth in Article 67, paragraph (1), item (i) of the Companies Act as applied mutatis mutandis by replacing certain terms under Article 74, paragraph (3) of the Act is substantially far from any place of shareholders meetings previously held (excluding the following cases), the reason for determining such place:

(a) that such place is designated in the articles of incorporation as the place of shareholders meeting of the converting stock company, or that such place has been determined by the resolution of the shareholders meeting pursuant to the provision of Article 69, paragraph (1) of the Act;

(b) that all policyholders not attending the General Meeting of Policyholders have consented to convocation at such place.

(ii) in cases where the matters set forth in Article 67, paragraph (1), item (iii) or (iv) of the Companies Act as applied mutatis mutandis pursuant to Article 74, paragraph (3) of the Act have been prescribed, the following matters (excluding the matters specified in items (b) to (d) inclusive, in cases where any of such matters was resolved at the shareholders meeting as set forth in Article 69, paragraph (1) of the Act).

(a) the matters to be stated in the Reference Documents for General Meeting of Policyholders (meaning Reference Documents for General Meeting of Policyholders as set forth in Article 70, paragraph (1) (Giving of Reference Documents for Shareholders Meeting and Voting Forms) of the Companies Act as applied mutatis mutandis by replacing certain terms under Article 74, paragraph (3) of the Act; hereinafter the same shall apply in this Subsection), pursuant to the provision of paragraph (1) of the following Article;

(b) in cases where a specific timing (limited to the timing on or before the date and time of the General Meeting of Policyholders, but which shall fall on or after the day when two weeks passes from the day of dispatching the notice under Article 68, paragraph (1) (Notice of Calling of Organizational Meeting) of the Companies Act as applied mutatis mutandis pursuant to Article 74, paragraph (3) of the Act) is to be designated as the time limit for exercise of voting rights in writing, such specific timing;

(c) in cases where a specific timing (limited to the timing on or before the date and time of the General Meeting of Policyholders, but which shall fall on or after the day when two weeks passes from the day of dispatching the notice under Article 68, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 74, paragraph (3) of the Act) is to be designated as the time limit for exercise of voting rights by Electromagnetic Means, such specific timing;

(d) the details of the treatment, if, in cases where a Voting Form (meaning the Voting Form as defined in Article 70, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 74, paragraph (3) of the Act; hereinafter the same shall apply in this Article and Article 38-4) is submitted to the converting stock company without any entry in the space to indicate answer whether the policyholder casts an affirmative or negative vote on the items on the agenda, such policyholder is to be treated to have manifested the intention to cast an affirmative or negative vote on the items on agenda, or to abstain from voting;

(e) the matter to be omitted from the Reference Documents for General Meeting of Policyholders to be provided to policyholders, due to the ground of implementation of the measure under Article 38-3, paragraph (1);

(f) the matter related to treatment of exercise of voting rights by a policyholder, if the treatment is provided for the cases where a single policyholder exercises the voting rights in duplicate for the same item on the agenda pursuant to the following provisions categorized by the cases as respectively set forth therein and where there is a discrepancy between such duplicate exercises of voting rights for the same item on the agenda (excluding the cases set forth in the following item):

1. in cases where the matter specified in Article 67, paragraph (1), item (iii) of the Companies Act as applied mutatis mutandis pursuant to Article 74, paragraph (3) of the Act is provided: Article 75, paragraph (1) (Exercise of Voting Rights in Writing) of the Companies Act applied mutatis mutandis pursuant to Article 74, paragraph (3) of the Act

2. in cases where the matter specified in Article 67, paragraph (1), item (iv) of the Companies Act as applied mutatis mutandis pursuant to Article 74, paragraph (3) of the Act is provided: Article 76, paragraph (1) (Exercise of Voting Rights by Electromagnetic Methods) of the Companies Act applied mutatis mutandis pursuant to Article 74, paragraph (3) of the Act

(iii) the following matters, in cases where the matters specified in Article 67, paragraph (1), items (iii) and (iv) of the Companies Act as applied mutatis mutandis pursuant to Article 74, paragraph (3) of the Act are provided (excluding the matters set forth in sub-item (a) or (b), in cases where such matters are resolved by the shareholders meeting as set forth in Article 69, paragraph (1) of the Act):

(a) in cases where the Voting Form under Article 70, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 74, paragraph (3) of the Act is to be delivered (including provision by Electromagnetic Method in lieu of such delivery, as set forth in Article 70, paragraph (2) of the Companies Act as applied mutatis mutandis pursuant to Article 74, paragraph (3) of the Act) to a policyholder who has given an under Article 68, paragraph (3) of the Companies Act as applied mutatis mutandis pursuant to Article 74, paragraph (3) of the Act, subject to such policyholder's request, such fact;

(b) the matter related to treatment of exercise of voting rights by a policyholder, if the treatment is provided for the cases where a single policyholder exercises the voting rights in duplicate for the same item on the agenda pursuant to the provision of Article 75, paragraph (1) or Article 76, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 74, paragraph (3) of the Act and where there is a discrepancy between such duplicate exercises of voting rights for the same item on the agenda are not the same:

(iv) in cases where, in connection with proxy voting under Article 74, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 74, paragraph (3) of the Act, any matter related to proxy voting such as method of certifying the authority of representation (including qualification of proxies) and number of proxies are to be provided, such matters (excluding the cases where such matters are resolved pursuant to the provision of Article 69, paragraph (1) of the Act);

(v) in the case other than as set forth in item (ii), the outline of the item on the agenda regarding the following matters:

(a) election of Officers, etc.; and

(b) amendment to articles of incorporation.

(Reference Documents for General Meeting of Policyholders)

Article 38-2 (1) The Reference Documents for General Meeting of Policyholders to be delivered pursuant to the provision of Article 70, paragraph (1) or Article 71, paragraph (1) (Giving of Organizational Meeting Reference Documents and Voting Forms) of the Companies Act as applied mutatis mutandis by replacing certain terms under Article 74, paragraph (3) of the Act shall be prepared in accordance with the Appended Form No. 5.

(2) The delivery of Reference Documents for General Meeting of Policyholders implemented by a stock company, which provides for the matters specified in Article 67, paragraph (1), items (iii) and (iv) (Determination to Call Organizational Meeting) of the Companies Act (such delivery shall include the provision of information implemented by the Electromagnetic Means in lieu of delivery) as applied mutatis mutandis by replacing certain terms under Article 74, paragraph (3) of the Act shall be the delivery of the Reference Documents for General Meeting of Policyholders as set forth in Article 70, paragraph (1) and Article 71, paragraph (1) of the Companies Act as applied mutatis mutandis by reading certain terms under Article 74, paragraph (3) of the Act.

(3) A director may, in addition to a Notice of Calling (meaning a notice under Article 68, paragraph (2) or (3) (Determination to Call Organizational Meeting) of the Companies Act, as applied mutatis mutandis pursuant to Article 74, paragraph (3) of the Act; hereinafter the same shall apply in this Article to Article 38-4 inclusive), notify the method of announcement of updated information to the policyholders in cases where there occurs any event requiring modification to any matter to be stated in the Reference Documents for General Meeting of Policyholders for the period between the day of dispatching the Notice of Calling and the day immediately prior to the date of the General Meeting of Policyholders.

(4) In cases where, among the matters to be stated in the Reference Documents for General Meeting of Policyholders to be provided to policyholders in connection with the same General Meeting of Policyholders, there is any matter already included in any other document or any information to be provided by way of the Electromagnetic Means, such matters needs not be included in the Reference Documents for General Meeting of Policyholders to be provided to the policyholders. In this case, it shall be specifically noted that there is any matter already stated in other document or any information to be provided by way of the Electromagnetic Means.

(5) In cases where, among the matters to be included in the Notice of Calling to be sent to the policyholders in connection with the same General Meeting of Policyholders, there is any matter already stated in the Reference Documents for General Meeting of Policyholders, such matters need not be included in the Notice of Calling to be sent to the policyholders.

(Special Rules for Preparation of Reference Documents for General Meeting of Policyholders)

Article 38-3 (1) In cases where, for the period between the time of dispatching a Notice of Calling of the General Meeting of Policyholders and the day when three months passes from the day of the General Meeting of Policyholders, the measure (limited to the method specified in Article 14-5, paragraph (1), item (i), sub-item (b), which is to be implemented by the method using Automatic Public Transmission Server connected to the Internet) is implemented so as to keep policyholders accessible to information pertaining to the matters to be contained in the relevant Reference Documents for General Meeting of Policyholders (excluding the following matters), the Reference Documents for General Meeting of Policyholders containing such matters shall be deemed to have been provided to the policyholders; provided, however, that this shall be limited to the case where it is provided for in the articles of incorporation that the measure referred to in this paragraph shall be implemented.

(i) items on agenda;

(iii) the matters to be specified in the Reference Documents for General Meeting of Policyholders pursuant to the provision of the following paragraph; and

(iii) in cases where, in connection with the implementation of the measures in relation to the matters to be stated in the Reference Documents for General Meeting of Policyholders (excluding the matters specified in the preceding item), any company auditor or audit committee raised any objection, such matter.

(2) In the case referred to in the preceding paragraph, the Reference Documents for General Meeting of Policyholders to be provided to policyholders shall contain the characters, numbers, marks or any other types of symbols or a combination thereof created for the purpose of the online identification of the portion of the Automatic Public Transmission Server assigned for the purpose of implementing the measure under such paragraph, which enables the information recipients to browse the contents of such information by inputting it into the computers they use and to record the information into the file stored on such computers.

(Voting Forms)

Article 38-4 (1) Voting Forms to be delivered pursuant to the provision of Article 70, paragraph (1) (Giving of Organizational Meeting Reference Documents and Voting Forms) of the Companies Act as applied mutatis mutandis pursuant to Article 74, paragraph (3) of the Act shall be prepared in accordance with the Appended Form No. 5-2.

(2) The matters to be contained in the Voting Form to be provided by means of the Electromagnetic Methods as referred to in Article 71, paragraph (3) or (4) (Giving of Organizational Meeting Reference Documents and Voting Forms) of the Companies Act as applied mutatis mutandis pursuant to Article 74, paragraph (3) of the Act shall be as set forth in the Appended Form No. 5-2.

(3) In cases where the converting stock company has prescribed any provision on the matters listed in Article 38, item (iii), sub-item (a), it shall, upon the request from the policyholder who has given an approval pursuant to the provision of Article 68, paragraph (3) (Notice of Calling of Organizational Meeting) of the Companies Act as applied mutatis mutandis pursuant to Article 74, paragraph (3) of the Act, deliver to such policyholder a Voting Form as set forth in Article 70, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 74, paragraph (3) of the Act (such delivery shall include the provision of information implemented by the Electromagnetic Means in lieu of delivery, as set forth in Article 70, paragraph (2) of the Companies Act as applied mutatis mutandis pursuant to Article 74, paragraph (3) of the Act)

(4) In cases where, among the matters to be contained in the Notice of Calling to be provided to policyholders in connection with the same General Meeting of Policyholders, there is any matter already stated in the Voting Form, such matter need not be contained in the Notice of Calling.

(5) In cases where, among the matters to be contained in the Voting Form (limited to the matters specified in the following) to be provided to policyholders in connection with the same General Meeting of Policyholders, there is any matter already stated in the Notice of Calling, such matter need not be contained in the Voting Form.

(i) the matter specified in Article 38, item (ii), item (d);

(ii) the matter specified in Article 38, item (iii), item (b); and

(iii) the time limit for exercise of the voting rights.

(Time Limit for Exercise of Voting Rights in Writing)

Article 38-5 The timing to be specified by Cabinet Office Ordinance, as referred to in Article 75, paragraph (1) (Exercise of Voting Rights in Writing) of the Companies Act as applied mutatis mutandis by replacing certain terms under Article 74, paragraph (3) of the Act shall be the end of the business hour immediately before the time of General Meeting of Policyholders (in cases where the matter specified in Article 38, item (ii), sub-item (b) has been provided, the specific time as set forth in sub-item (b) of that item).

(Time Limit for Exercise of Voting Rights by Electromagnetic Methods)

Article 38-6 The timing to be specified by Cabinet Office Ordinance, as referred to in Article 76, paragraph (1) (Exercise of Voting Rights by Electromagnetic Methods) of the Companies Act as applied mutatis mutandis pursuant to Article 74, paragraph (3) of the Act shall be the end of the business hour immediately before the date and time of the General Meeting of Policyholders (in cases where the matter specified in Article 38, item (ii), sub-item (b) is provided, the specific time as set forth in sub-item (b) of that item).

(Accountability of Converting Stock Company)

Article 38-7 The cases to be specified by Cabinet Office Ordinance, as referred to in Article 78 (Accountability of Incorporators) of the Companies Act as applied mutatis mutandis by replacing certain terms under Article 74, paragraph (3) of the Act, shall be as follows:

(i) cases where it is necessary to perform an investigation in order to provide explanation for any matter so requested by the policyholder (excluding the following cases):

(a) cases where the policyholder has notified the converting stock company of such matter within a reasonable period of time before the day of the General Meeting of Policyholders; or

(b) cases where it is extremely easy to conduct investigation necessary in order to provide explanation on such matter.

(ii) cases where giving explanation on the matter so requested by the policyholder would be detrimental to the rights of the converting stock company or any other parties (excluding such policyholder);

(iii) cases where the policyholder repeatedly requests explanation on the substantially identical subjects at the General Meeting of Policyholders; and

(iv) in addition to the cases set forth in the preceding three items, cases where there is any justifiable ground for refraining from giving explanation on the matters so requested by a policyholder.

(Minutes of General Meeting of Policyholders)

Article 38-8 (1) Preparation of minutes of General Meeting of Policyholders under Article 81, paragraph (1) (Minutes) of the Companies Act as applied mutatis mutandis by replacing certain terms under Article 74, paragraph (3) of the Act shall be as set forth in this Article.

(2) The minutes of General Meeting of Policyholders shall be prepared in writing or by means of Electromagnetic Records.

(3) The minutes of the General Meeting of Policyholders shall contain the following matters:

(i) the date and place of convocation of the General Meeting of Policyholders (including the method of attendance, if any director, executive officer, accounting advisor, company auditor, accounting auditor or policyholder not present at such place attended the General Meeting of Policyholders);

(ii) the substance of the proceeding of the General Meeting of Policyholders, as well as results thereof;

(iii) the names of the directors, executive officers, accounting advisors, company auditors or accounting auditors who attended the General Meeting of Policyholders;

(iv) in cases where the General Meeting of Policyholders was presided over by the chairperson, the name of such chairperson; and

(v) the names of the director who took charge of duties to prepare the minutes.

(Matters to be Resolved at General Meeting of Representative Policyholders)

Article 39 The matters to be specified by Cabinet Office Ordinance, as referred to in Article 77, paragraph (2) of the Act, shall be as follows:

(i) the authorized number of representative policyholders;

(ii) the composition of the General Meeting of representative policyholders;

(iii) the method of election of representative policyholders; and

(iv) the measures to be implemented in case of vacancy in offices of representative policyholders.

(Amount of Claim Pertaining to Insurance Contract)

Article 40 The amount to be specified by Cabinet Office Ordinance, as referred to in Article 77, paragraph (5) of the Act, shall be as follows: the amount set forth in item (i), in case of a Life Insurance Company; the total of the amounts set forth in items (ii) and (iii), in case of a Non-Life Insurance Company; or the amount set forth in item (ii), in case of a Low-Cost, Short-Term Insurer.

(i) the amount to be set aside for the insured, as of the time of the public notice under Article 77, paragraph (4) of the Act (hereinafter referred to as the "Public Notice" in this Article);

(ii) the amount of the insurance premiums corresponding to the Unexpired Period (meaning the insurance period provided for in an insurance contract, outstanding as of the time of the public notice); and

(iii) the amount to be set aside as the refund reserve as set forth in Article 70, paragraph (1), item (iii), as of the time of the public notice.

(Matters to be Determined upon Calling of Meeting)

Article 40-2 The matters to be specified by Cabinet Office Ordinance, as referred to in Article 67, paragraph (1), item (v) (Determinations to Call Organizational Meetings) of the Companies Act, as applied mutatis mutandis pursuant to Article 74, paragraph (3) of the Act as further applied mutatis mutandis by replacing certain terms under Article 77, paragraph (6) of the Act, shall be as follows:

(i) in cases where the place of General Meeting of Representative Policyholders as set forth in Article 67, paragraph (1), item (i) of the Companies Act, as applied mutatis mutandis pursuant to Article 74, paragraph (3) of the Act as further applied mutatis mutandis by replacing certain terms under Article 77, paragraph (6) of the Act, is substantially far from any place of shareholders meeting previously held (excluding the following cases), the reason for determining such place:

(a) that the place has been designated in the articles of incorporation as the place of shareholders meeting of the converting stock company, or that the place has been determined by the resolution of the shareholders meeting pursuant to the provision of Article 77, paragraph (1) of the Act;

(b) that all representative policyholders not attending the General Meeting of Representative Policyholders have consented to convocation at such place.

(ii) in cases where the matters set forth in Article 67, paragraph (1), item (iii) or (iv) of the Companies Act as applied mutatis mutandis pursuant to Article 74, paragraph (3) of the Act as further applied mutatis mutandis pursuant to Article 77, paragraph (6) of the Act are provided, the following matters (excluding the matters specified in sub-items (b) to (d) inclusive, in cases where any of such matters was resolved at the shareholders meeting as referred to in Article 77, paragraph (1) of the Act).

(a) the matters to be stated in the Reference Documents for General Meeting of Representative Policyholders (meaning Reference Documents for General Meeting of Representative Policyholders as set forth in Article 70, paragraph (1) (Giving of Reference Documents for Shareholders Meeting and Voting Forms) of the Companies Act as applied mutatis mutandis pursuant to Article 74, paragraph (3) of the Act as further applied mutatis mutandis by replacing certain terms under Article 77, paragraph (6) of the Act; hereinafter the same shall apply in this Subsection), pursuant to the provision of paragraph (1) of the following Article;

(b) in cases where a specific timing (limited to the timing on or before the date and time of the General Meeting of Representative Policyholders, but which shall fall on or after the day when two weeks passes from the day of dispatching the notice under Article 68, paragraph (1) (Notice of Calling of Organizational Meeting) of the Companies Act as applied mutatis mutandis pursuant to Article 74, paragraph (3) of the Act as further applied mutatis mutandis pursuant to Article 77, paragraph (6) of the Act) is to be designated as the time limit for exercise of voting rights in writing, such specific timing;

(c) in cases where a specific timing (limited to the timing on or before the date and time of the General Meeting of Representative Policyholders, but shall fall on or after the day when two weeks passes from the day of dispatching the notice under Article 68, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 74, paragraph (3) of the Act as further applied mutatis mutandis pursuant to Article 77, paragraph (6) of the Act) is to be designated as the time limit for exercise of voting rights by Electromagnetic Method, such specific timing;

(d) the details of the treatment, if, in cases where a Voting Form (meaning the Voting Form as defined in Article 70, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 74, paragraph (3) of the Act as further applied mutatis mutandis pursuant to Article 77, paragraph (6) of the Act; hereinafter the same shall apply in this Article and Article 40-5) is submitted to the converting stock company without any entry in the space to indicate answer whether the representative policyholder casts an affirmative or negative vote on the items on the agenda, such representative policyholder is to be treated to have manifested the intention to case an affirmative or negative vote on the items or agenda, or to abstain from voting;

(e) the matter to be omitted from the Reference Documents for General Meeting of Representative Policyholders to be provided to representative policyholders, due to the ground of implementation of the measure under Article 40-4, paragraph (1);

(f) the matter related to treatment of exercise of voting rights by a representative policyholder, if the treatment is provided for the cases where a single representative policyholder exercises the voting rights in duplicate for the same item on the agenda pursuant to the following provisions categorized by the cases as respectively set forth therein and where there is a discrepancy between such duplicate exercises of voting rights for the same item on the agenda (excluding the cases set forth in the following item):

1. in cases where the matter specified in Article 67, paragraph (1), item (iii) of the Companies Act as applied mutatis mutandis pursuant to Article 74, paragraph (3) of the Act as further applied mutatis mutandis pursuant to Article 77, paragraph (6) of the Act is provided: Article 75, paragraph (1) (Exercise of Voting Rights in Writing) of the Companies Act applied mutatis mutandis pursuant to Article 74, paragraph (3) of the Act as further applied mutatis mutandis pursuant to Article 77, paragraph (6) of the Act

2. in cases where the matter specified in Article 67, paragraph (1), item (iv) of the Companies Act as applied mutatis mutandis pursuant to Article 74, paragraph (3) of the Act as further applied mutatis mutandis pursuant to Article 77, paragraph (6) of the Act is provided: Article 76, paragraph (1) (Exercise of Voting Rights by Electromagnetic Methods) of the Companies Act applied mutatis mutandis by replacing certain terms under Article 74, paragraph (3) of the Act as further applied mutatis mutandis pursuant to Article 77, paragraph (6) of the Act

(iii) the following matters, in cases where the matters specified in Article 67, paragraph (1), items (iii) and (iv) of the Companies Act as applied mutatis mutandis pursuant to Article 74, paragraph (3) of the Act as further applied mutatis mutandis pursuant to Article 77, paragraph (6) of the Act (excluding the matters set forth in sub-item (a) or (b), in cases where any of such matters was resolved by the shareholders meeting as set forth in Article 77, paragraph (1) of the Act):

(a) in cases where the Voting Form under Article 70, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 74, paragraph (3) of the Act as further applied mutatis mutandis pursuant to Article 77, paragraph (6) of the Act is to be delivered (including provision by Electromagnetic Method in lieu of such delivery, as set forth in Article 70, paragraph (2) of the Companies Act as applied mutatis mutandis pursuant to Article 74, paragraph (3) of the Act as further applied mutatis mutandis pursuant to Article 77, paragraph (6) of the Act) to a representative policyholder who has given an approval under Article 68, paragraph (3) of the Companies Act as applied mutatis mutandis pursuant to Article 74, paragraph (3) of the Act as further applied mutatis mutandis by replacing certain terms under Article 77, paragraph (6) of the Act, subject to such representative policyholder's request, such fact;

(b) the matter related to treatment of exercise of voting rights by a representative policyholder, if the treatment is provided for the cases where a single representative policyholder exercises the voting rights in duplicate for the same item on the agenda pursuant to the provision of Article 75, paragraph (1) or Article 76, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 74, paragraph (3) of the Act as further applied mutatis mutandis pursuant to Article 77, paragraph (6) of the Act and where there is a discrepancy between such duplicate exercises of voting rights for the same item on the agenda (excluding the cases set forth in the following item):

(iv) in cases where, in connection with proxy voting under Article 44-2, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 77, paragraph (6) of the Act, any matter related to proxy voting such as method of certifying the authority of representation (including qualification of proxies) is to be provided, such matters (excluding the cases where such matters have been resolved pursuant to the provision of Article 77, paragraph (1) of the Act);

(v) in the case other than as set forth in item (ii), the outline of the item on the agenda regarding the following matters:

(a) election of Officers, etc.; and

(b) amendment to articles of incorporation.

(Reference Documents for General Meeting of Representative Policyholders)

Article 40-3 (1) The Reference Documents for General Meeting of Representative Policyholders to be delivered pursuant to the provision of Article 70, paragraph (1) or Article 71, paragraph (1) (Giving of Organizational Meeting Reference Documents and Voting Forms) of the Companies Act as applied mutatis mutandis to Article 74, paragraph (3) of the act as further applied mutatis mutandis by replacing certain terms under Article 77, paragraph (6) of the Act shall be prepared in accordance with the Appended Form No. 5.

(2) The delivery of Reference Documents for General Meeting of Representative Policyholders implemented by a converting stock company, which provides for the matters specified in Article 67, paragraph (1), items (iii) and (iv) (Determination to Call Organizational Meeting) of the Companies Act as applied mutatis mutandis to Article 74, paragraph (3) of the Act as further applied mutatis mutandis pursuant to Article 77, paragraph (6) of the Act (such delivery shall include the provision of information implemented by the Electromagnetic Means in lieu of delivery) shall be the delivery of the Reference Documents for General Meeting of Representative Policyholders as set forth in Article 70, paragraph (1) and Article 71, paragraph (1) of the Companies Act as applied mutatis mutandis to Article 74, paragraph (3) of the Act as further applied mutatis mutandis pursuant to Article 77, paragraph (6) of the Act.

(3) A director may, in addition to a Notice of Calling (meaning a notice under Article 68, paragraph (2) or (3) (Notices of Calling of Organizational Meetings) of the Companies Act as applied mutatis mutandis to Article 74, paragraph (3) of the Act as further applied mutatis mutandis pursuant to Article 77, paragraph (6) of the Act; hereinafter the same shall apply in this Article to Article 40-5 inclusive), notify the method of announcement of updated information to representative policyholders in cases where there occurs any event requiring modification to any matter to be stated in the Reference Documents for General Meeting of Representative Policyholders for the period between the day of dispatching the Notice of Calling and the day immediately prior to the day of the General Meeting of Representative Policyholders.

(4) In cases where, among the matters to be stated in the Reference Documents for General Meeting of Representative Policyholders to be provided to representative policyholders in connection with the same General Meeting of Representative Policyholders, there is any matter already stated in other document or any information to be provided by means of the Electromagnetic Method, such matters needs not be included in the Reference Documents for General Meeting of Representative Policyholders to be provided to the representative policyholders. In this case, it shall be specifically noted that there is any matter already stated in other document or any information to be provided by means of the Electromagnetic Method.

(5) In cases where, among the matters to be included in the Notice of Calling to be sent to the representative policyholders in connection with the same General Meeting of Representative Policyholders, there is any matter stated in the Reference Documents for General Meeting of Representative Policyholders, such matters need not be included in the Notice of Calling to be sent to the representative policyholders.

(Special Rules for Preparation of Reference Documents for General Meeting of Representative Policyholders)

Article 40-4 (1) In cases where, for the period between the time of dispatching a Notice of Calling of the General Meeting of Representative Policyholders and the day when three months passes from the day of the General Meeting of Representative Policyholders, the measure (limited to the method specified in Article 14-5, paragraph (1), item (i), sub-item (b), which is to be implemented by the method using Automatic Public Transmission Server connected to the Internet) is implemented so as to keep representative policyholders accessible to information pertaining to the matters to be contained in the relevant Reference Documents for General Meeting of Representative Policyholders (excluding the following matters), the Reference Documents for General Meeting of Representative Policyholders containing such matters shall be deemed to have been provided to the representative policyholders; provided, however, that this shall be limited to the case where it is provided for in the articles of incorporation the this measure referred to in this paragraph shall be implemented.

(i) items on agenda;

(ii) the matters to be specified in the Reference Documents for General Meeting of Representative Policyholders pursuant to the provision of the following paragraph; and

(iii) in cases where, in connection with the implementation of the measures in relation to the matters to be stated in the Reference Documents for General Meeting of Representative Policyholders (excluding the matters specified in the preceding item), any company auditor or audit committee has raised any objection, such matter.

(2) In the case referred to in the preceding paragraph, the Reference Documents for General Meeting of Representative Policyholders to be provided to representative policyholders shall contain the characters, numbers, marks or any other types of symbols or a combination thereof created for the purpose of the online identification of the portion of the Automatic Public Transmission Server assigned for the purpose of implementing the measure under such paragraph, which enables the information recipients to browse the contents of such information by inputting it into the computers they use and to record the information into the file stored on such computers.

(Voting Forms)

Article 40-5 (1) The Voting Forms to be delivered pursuant to the provision of Article 70, paragraph (1) (Giving of Organizational Meeting Reference Documents and Voting Forms) of the Companies Act, as applied mutatis mutandis pursuant to Article 74, paragraph (3) of the Act as further applied mutatis mutandis pursuant to Article 77, paragraph (6) of the Act, shall be prepared in accordance with the Appended Form No. 5-2.

(2) The matters to be contained in the Voting Form to be provided by means of the Electromagnetic Methods as referred to in Article 71, paragraph (3) or (4) (Giving of Organizational Meeting Reference Documents and Voting Forms) of the Companies Act as applied mutatis mutandis pursuant to Article 74, paragraph (3) of the Act as further applied mutatis mutandis pursuant to Article 77, paragraph (6) of the Act shall be as set forth in the Appended Form No. 5-2.

(3) In cases where the converting stock company has prescribed any provision on the matters listed in Article 40-2, item (iii), sub-item (a), it shall, upon the request from the Representative Policyholder who has given an approval pursuant to the provision of Article 68, paragraph (3) (Notice of Calling of Organizational' Meeting) of the Companies Act as applied mutatis mutandis pursuant to Article 74, paragraph (3) of the Act as further applied mutatis mutandis pursuant to Article 77, paragraph (6) of the Act, deliver to such representative policyholder a Voting Form as set forth in Article 70, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 74, paragraph (3) of the Act as further applied mutatis mutandis pursuant to Article 77, paragraph (6) of the Act (such delivery shall include the provision of information implemented by the Electromagnetic Means in lieu of delivery, as set forth Article 70, paragraph (2) of the Companies Act as applied mutatis mutandis pursuant to Article 74, paragraph (3) of the Act as further applied mutatis mutandis pursuant to Article 77, paragraph (6) of the Act).

(4) In cases where, among the matters to be contained in the Notice of Calling to be provided to Representative Policyholders in connection with the same General Meeting of Representative Policyholders, there is any matter already stated in the Voting Form, such matter need not be contained in the Notice of Calling.

(5) In cases where, among the matters to be contained in the Voting Form (limited to the matters specified in the following) to be provided to representative policyholders in connection with the same General Meeting of Representative Policyholders, there is any matter already stated in the Notice of Calling, such matter need not be contained in the Voting Form.

(i) the matter specified in Article 40, item (ii), item (d);

(ii) the matter specified in Article 40, item (iii), item (b); and

(iii) the time limit for exercise of the voting rights.

(Time Limit for Exercise of Voting Rights in Writing)

Article 40-6 The timing to be specified by Cabinet Office Ordinance, as referred to in Article 75, paragraph (1) (Exercise of Voting Rights in Writing) of the Companies Act as applied mutatis mutandis pursuant to Article 74, paragraph (3) of the Act as further applied mutatis mutandis by replacing certain terms under Article 77, paragraph (6) of the Act shall be the end of the business hour immediately before the time of General Meeting of Representative Policyholders (in cases where the matter specified in Article 40-2, item (ii), sub-item (b) is provided, the specific time as set forth in sub-item (b) of that item).

(Time Limit for Exercise of Voting Rights by Electromagnetic Methods)

Article 40-7 The timing to be specified by Cabinet Office Ordinance, as referred to in Article 76, paragraph (1) (Exercise of Voting Rights in Writing) of the Companies Act as applied mutatis mutandis pursuant to Article 74, paragraph (3) of the Act as further applied mutatis mutandis by replacing certain terms under Article 77, paragraph (6) of the Act shall be the end of the business hour immediately before the time of General Meeting of Representative Policyholders (in cases where the matter specified in Article 40-2, item (ii), sub-item (c) is provided, the specific time as set forth in sub-item (c) of that item).

(Accountability of Converting Stock Company)

Article 40-8 The cases to be specified by Cabinet Office Ordinance, as referred to in Article 78 (Accountability of Incorporators) of the Companies Act as applied mutatis mutandis pursuant to Article 74, paragraph (3) of the Act as further applied mutatis mutandis pursuant to Article 77, paragraph (6) of the Act, shall be as follows:

(i) cases where it is necessary to perform an investigation in order to provide explanation for any matter so requested by the representative policyholder (excluding the following cases):

(a) cases where the representative policyholder has notified the converting stock company of such matter within a reasonable period of time before the day of the General Meeting of Representative Policyholders; or

(b) cases where it is extremely easy to conduct investigation necessary in order to provide explanation on such matter.

(ii) cases where giving explanation on the matter so requested by the representative policyholder would be detrimental to the rights of the converting stock company or any other parties (excluding such representative policyholder);

(iii) cases where the representative policyholder repeatedly requests explanation on the substantially identical subjects at the General Meeting of Representative Policyholders; and

(iv) in addition to the cases set forth in the preceding three items, cases where there is any justifiable ground for refraining from giving explanation on the matters so requested by a representative policyholder.

(Minutes of General Meeting of Representative Policyholders)

Article 40-9 (1) Preparation of minutes of General Meeting of Representative Policyholders under Article 81, paragraph (1) (Minutes) of the Companies Act as applied mutatis mutandis pursuant to Article 74, paragraph (3) of the Act as further applied mutatis mutandis by replacing certain terms under Article 77, paragraph (6) of the Act shall be as set forth in this Article.

(2) The minutes of General Meeting of Representative Policyholders shall be prepared in writing or by means of Electromagnetic Records.

(3) The minutes of the General Meeting of Representative Policyholders shall contain the following matters:

(i) the date and place of convocation of the General Meeting of Representative Policyholders (including the method of attendance, if any director, executive officer, accounting advisor, company auditor, accounting auditor or representative policyholders not present at such place attended the General Meeting of Representative Policyholders);

(ii) the substance of the proceeding of the General Meeting of Representative Policyholders, as well as the results thereof;

(iii) the names of the directors, executive officers, accounting advisors, company auditors or accounting auditors who attended the General Meeting of Representative Policyholders;

(iv) in cases where there the General Meeting of Representative Policyholders was presided over by the chairperson, the name of such chairperson; and

(v) the names of the director who took charge of duties to prepare the minutes.

(Application for Authorization of Entity Conversion from Stock Company to Mutual Company)

Article 41 When a stock company engaged in insurance business intends to obtain the authorization under Article 80, paragraph (1) of the Act, it shall submit to the Commissioner of the Financial Services Agency or Other Official a written application for authorization, with the following documents attached thereto:

(i) a written statement of reasons;

(ii) a document stating the contents of the entity conversion plan;

(iii) the articles of incorporation of the Converted Mutual Company;

(iv) the minutes of shareholders meeting; minutes of the General Meeting of Policyholders; or minutes of the General Meeting of Representative Policyholders;

(v) a balance sheet;

(v) a document describing the expenses required for Entity Conversion;

(vii) a document certifying that the public notice under Article 70, paragraph (2) of the Act has been given;

(viii) in cases where any policyholder or other creditor has raised an objection under Article 70, paragraph (4) of the Act, a document certifying that the company has made payment or provided equivalent security to such policyholder or other creditor, or has entrusted equivalent property to a trust company, etc. for the purpose of ensuring that such policyholder or other creditor receive the payment, or that the implementation of the Entity Conversion poses no risk of detriment to the interest of such policyholder or other creditor; and

(ix) a document certifying that the number of policyholders who raised objections under Article 70, paragraph (4) of the Act did exceed one-fifth of the total number of policyholders as referred to in that paragraph, or a document certifying that the amount specified in Article 37 as pertaining to such policyholders as referred to in that paragraph did exceed one-fifth of the total amount as referred to in Article 70, paragraph (6) of the Act.

(x) in cases where the converting stock company is a company issuing share certificates, a document certifying that a public notice has been given under the main clause of Article 219, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 69, paragraph (7) of the Act, or a document certifying that the company has not issued share certificates representing any of the shares.

(xi) in cases where the converting stock company has issued share options, a document certifying that a public notice has been given under Article 293, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 69, paragraph (7) of the Act, or a document certifying that the company has not issued any stock option certificate under Article 293, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 69, paragraph (7) of the Act;

(xii) a document certifying the notice or public notice under Article 777, paragraph (3) or (4) of the Companies Act as applied mutatis mutandis pursuant to Article 71 of the Act has been given;

(xiii) a document certifying any public notice given under Article 77, paragraph (4), if any;

(xiv) in cases where the public notice under Article 77, paragraph (4) of the Act has been given, a document certifying that the number of policyholders who raised objections under paragraph (5) of that Article did not exceed one-fifth of the total number of policyholders as referred to in that paragraph, or a document certifying that the amount specified in Article 37 as pertaining to such policyholders as referred to in that paragraph did not exceed one-fifth of the total amount as referred to in Article 40.

(xv) a document certifying the acceptance of the office by the person to assume the position of directors and company auditors (or directors and executive officers, in case of a company with committees) of the Converted Mutual Company, and resumés of such persons;

(xvi) in cases where the Converted Mutual Company is a company with accounting advisors, a document certifying the acceptance of the office by the person to assume the position of accounting advisor of the Converted Mutual Company, and resumés of such person (in case where the person to assume the office of the accounting advisor is a juridical person, the document describing the outline of such juridical person to assume the position of the accounting advisor, or a resumé of the member who is to perform the duties thereof; the same shall apply in Article 46, item (xi));

(xvii) in cases where funds were solicited, a document certifying the offer of fund contribution or a contract under Article 30 as applied mutatis mutandis pursuant to Article 78, paragraph (3); and

(xviii) in cases where funds were solicited, a document certifying that payment of the funds has been made under Article 30-3, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 78, paragraph (3) of the Act.

(ixx) an investigation report prepared by a person to assume the position of the director (or director and company auditor, in cases where the Converted Mutual Company is a company with company auditors) of the Converted Mutual Company as referred to in Article 79, paragraph (2) of the Act; an investigation report prepared by the person appointed pursuant to the provision of Article 94, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to paragraph (3) of the Article; and the supplementary schedules thereto;

(xx) the bond registry; and

(xxxi) any other documents containing the matters which would serve as reference information for conducting an examination under Article 80, paragraph (2) of the Act.

(Matters Subject to Public Notice After Entity Conversion from Stock Company to Mutual Company)

Article 41-2 The matters to be specified by Cabinet Office Ordinance, as referred to in Article 82, paragraph (1) of the Act, shall be as follows:

(i) the progress of procedures under Article 70 of the Act; and

(ii) Effective Date (meaning the Effective Date as set forth in Article 69, paragraph (4), item (v) of the Act; the same shall apply in item (iii) of the following Article).

(Matters Subject to Ex-Post Facto Disclosure of Converted Mutual Company)

Article 41-3 The matters to be specified by Cabinet Office Ordinance, as referred to in Article 82, paragraph (2) of the Act, shall be as follows:

(i) the progress of procedures under Article 70 of the Act; and the progress of procedures under Article 777 (Right to Request Purchase of Share Options) of the Companies Act as applied mutatis mutandis pursuant to Article 71 of the Act.

(ii) in cases where funds were solicited, the matters related to investigation by a person to assume the position of the director (or director and company auditor, in cases where the Converted Mutual Company is a company with company auditors) of the Converted Mutual Company as set forth in Article 79, paragraph (2) of the Act, or the matters related to investigation by the person appointed pursuant to the provision of Article 94, paragraph (1) (Special Provisions in Case Directors at Incorporation are Incorporators) of the Companies Act as applied mutatis mutandis pursuant to paragraph (3) of that Article;

(iii) Effective Date; and

(iv) in addition to what is provided for in the preceding three items, material information on Entity Conversion.

Subsection 2 Entity Conversion from Mutual Company to Stock Company

(Matters Related to Sale of Shares Newly Issued for Fractional Lots)

Article 41-4 The matters related to sales to be specified by Cabinet Office Ordinance, as referred to in Article 86, paragraph (4), item (ix) and Article 96-7, item (iv) of the Act, shall be the matters set forth in the following items, in accordance with the categories of the sale as respectively set forth therein:

(i) a sale by way of auction: the schedule date of sale;

(ii) a sale at the market price: the scheduled purchaser and the scheduled date of sale; and

(iii) a sale based on the permission from the court: the method of calculation of sales price, the scheduled purchaser, and the scheduled date of sale.

(Matters Related to Purchase of Shares Newly Issued for Fractional Lots)

Article 41-5 The matters related to purchase to be specified by Cabinet Office Ordinance, as referred to in Article 86, paragraph (4), item (x) and Article 96-7, item (v) of the Act, shall be the matters set forth in the following items, in accordance with the categories of the purchase as respectively set forth therein:

(i) the purchase, in case where the shares are sold by the way specified in item (ii) of the preceding Article: the scheduled date of purchase; and

(ii) the purchase, in case where the shares are sold by the way specified in item (iii) of the preceding Article: the method of calculation of the purchase price and the scheduled date of purchase.

(Matters Subject to Prior Disclosure by Converting Mutual Company)

Article 42 The matters to be specified by Cabinet Office Ordinance, as referred to in Article 87, paragraph (1) of the Act, shall be as follows:

(i) details of the items on the agenda regarding the Entity Conversion;

(ii) matters related to adequacy of the provision on the matters set forth in Article 86, paragraph (4), items (v) to (viii) inclusive;

(iii) the following matters related to the converting Mutual Company (excluding a Liquidating Mutual Company):

(a) the details of the Financial Statements, etc. for the Most Recent Business Year (in cases where the converting Mutual Company has no Most Recent Business Year, the balance sheet as of the day of the incorporation thereof);

(b) in cases where, after the last day of the Most Recent Business Year (in cases where the converting Mutual Company has no Most Recent Business Year, after the day of the incorporation thereof), disposition of any important asset, assumption of a material obligation or any other event which would have a material impact on the company's asset status has taken place, the account of such event (in cases where the new Most Recent Business Year falls within the period between the Day of Commencement of Keeping Entity Conversion Plan (meaning the Day of Commencement of Keeping Entity Conversion Plan as set forth in Article 87, paragraph (2) of the Act; hereinafter the same shall apply in this Subsection) and the day when the Entity Conversion takes effect, the above shall be limited to the contents of the events which have taken place after the last day of said new Most Recent Business Year).

(vi) the balance sheet prepared by the converting Mutual Company (limited to a Liquidating Mutual Company) pursuant to the provision of Article 492, paragraph (1) (Preparation, etc. of Inventory of Property) of the Companies Act as applied mutatis mutandis pursuant to Article 180-17 of the Act;

(v) in cases where the Share Exchange on Entity Conversion (meaning the Share Exchange on Entity Conversion as set forth in Article 96-5, paragraph (1) of the Act; hereinafter the same shall apply in this Subsection) is to be implemented, the following matters:

(a) the terms and conditions of the contract for Share Exchange on Entity Conversion;

(b) matters related to adequacy of the provision on the matters set forth in Article 96-7, items (ii) and (ii) (in cases where there is no such provision, the adequacy as to the lack thereof);

(c) in cases where all or part of Shares, etc. (meaning the Shares, etc. as set forth in Article 96-7, item (ii) of the Act; hereinafter the same shall apply in this Subsection) to be delivered to the members of the converting Mutual Company comprise the shares in the Wholly Owning Parent Company for Share Exchange on Entity Conversion, the provision of the articles of incorporation of such Wholly Owning Parent Company for Share Exchange on Entity Conversion;

(ii) the following matters related to the Wholly Owning Parent Company for Share Exchange on Entity Conversion:

1. the details of the Financial Statements, etc. for the Most Recent Business Year (in case where the Wholly Owning Parent Company for Share Exchange on Entity Conversion has no Most Recent Business Year, the balance sheet as of the date of its incorporation);

2. in cases where there the company has Temporary Financial Statements, etc. prepared as of a certain day after the last day of the Most Recent Business Year (in cases where the Wholly Owning Parent Company for Share Exchange on Entity Conversion has no Most Recent Business Year, the date of incorporation thereof; the same shall apply in 3.) as the temporary account closing date (in cases where there are two or more temporary account closing dates, whichever comes later), the contents of said Temporary Financial Statements, etc.; and

3. in cases where, after the last day of the Most Recent Business Year, disposition of any important asset, assumption of a material obligation or any other event which would have a material impact on the company's asset status has taken place, the account of such event (in cases where the new Most Recent Business Year falls within the period between the Day of Commencement of Keeping Entity Conversion Plan and the day when the Share Exchange on Entity Conversion takes effect, the above shall be limited to the accounts of the events which have taken place after the last day of said new Most Recent Business Year).

(vi) in cases where the Share Transfer on Entity Conversion (meaning the Share Transfer on Entity Conversion as set forth in Article 96-8, paragraph (1) of the Act; hereinafter the same shall apply in this Subsection), the following matters:

(a) the matters pertaining to the adequacy of provision concerning the matters listed in Article 96-9, paragraph (1), items (v) to (viii) inclusive of the Act;

(b) the matters pertaining to the adequacy of provision on the matters set forth in Article 773, paragraph (1), items (ix) and (x) (Share Transfer Plan) of the Companies Act (limited to the matters pertaining to the relevant share options), in cases where share option under Article 808, paragraph (3), item (iii) (Right to Request Purchase of Share Options) of the Companies Act as applied mutatis mutandis pursuant to Article 96-9, paragraph (4) of the Act are issued by all or part of the stock companies under Article 96-9, paragraph (1), item (ix) of the Act;

(c) the following matters related to any other converting Mutual Company or the stock company as set forth in Article 96-9, paragraph (1), item (ix) of the Act:

1. the details of the Financial Statements, etc. for the Most Recent Business Year (in cases where the company has no Most Recent Business Year, the balance sheet as of the day of incorporation of the any other converting Mutual Company or the stock company as set forth in Article 96-9, paragraph (1), item (ix) of the Act);

2. in cases where the company has Temporary Financial Statements, etc. prepared as of a certain day after the last day of the Most Recent Business Year (in cases where the company has no Most Recent Business Year, after the date of incorporation of the stock company as set forth in Article 96-9, paragraph (1), item (ix) of the Act) as the temporary account closing date (in cases where there are two or more temporary account closing dates, whichever comes later), the details of said Temporary Financial Statements, etc.; and

3. in cases where, after the last day of the Most Recent Business Year (in cases where the company has no Most Recent Business Year, after the day of incorporation of the any other converting Mutual Company or the stock company as set forth in Article 96-9, paragraph (1), item (ix) of the Act), disposition of any important asset, assumption of a material obligation or any other event which would have a material impact on the company's asset status has taken place, the account of such even (in cases where the new Most Recent Business Year falls within the period between the Day of Commencement of Keeping Entity Conversion Plan and the day when the Share Transfer on Entity Conversion takes effect, the above shall be limited to the accounts of the events which have taken place after the last day of said new Most Recent Business Year).

(vii) the matters pertaining the prospect on performance by the Converted Stock Company (meaning the Converted Stock Company as set forth in Article 86, paragraph (4), item (i) of the Act; the same shall apply hereinafter) of its obligations (limited to the obligations against the policyholder or any other creditor entitled to raise an objection as to the Entity Conversion pursuant to the provision of Article 88, paragraph (1) of the Act (excluding the obligations pertaining to the rights (excluding Insurance Claims, etc.) of the policyholders or any other holder of the rights in an insurance contract)); and

(viii) in cases where, for the period between the Day of Commencement of Keeping Entity Conversion Plan and the day when the Entity Conversion takes effect, any change occurred to in the matters listed in any of the preceding items, the matter so changed.

(Matters Subject to Ex-Post Facto Disclosure by Converted Stock Company)

Article 42-2 The matters to be specified by Cabinet Office Ordinance, as referred to in Article 87, paragraph (4) of the Act, shall be the matters specified in the items of the preceding Article.

(Matters Subject to Public Notice Pertaining to Entity Conversion from Mutual Company to Stock Company)

Article 42-3 The matters to be specified by Cabinet Office Ordinance, as referred to in Article 88, paragraph (2), item (iv) of the Act, shall be as follows:

(i) the amount of stated capital of the converted stock company;

(ii) the matters related to allocation of shares or money to members;

(iii) the method of sale of any shares to be issued for the portion of the fraction less than one unit of share accrued as a result of the allocation of shares to the members, and any other matter specified in Article 41-4 regarding such sale.

(iv) the matters related to the policyholders' rights after the entity conversion.

(v) in cases where the shares set forth in item (iii) are to be purchased, the method of purchase and any other matters related to the purchase as set forth in the items of Article 41-5;

(vi) the following matters related to the financial statements of the converting Mutual Company;

(a) in cases where the converting Mutual Company has given public notice of the balance sheet pertaining to the Most Recent Business Year or a summary thereof pursuant to the provisions of Article 54-7, paragraph (1) or (2) of the Act: the matters listed in the following:

1. in cases where the public notice has been made by means of publication on a daily newspaper featuring matters on current affairs, the name and date of said newspaper, and the page number on which the public notice has been published;

2. in cases where the public notice has been made in the form of an Electronic Public Notice, the matters listed in Article 64, paragraph (2), item (xviii), sub-item (a) of the Act.

(b) in cases where, in regard to the balance sheet pertaining to the Most Recent Business Year, the converting Mutual Company has implemented the measures set forth in Article 54-7, paragraph (3) of the Act: the matters listed in Article 64, paragraph (2), item (xvi) of the Act;

(c) in cases where the converting Mutual Company is a Mutual Company as set forth in Article 54-7, paragraph (4) of the Act, and where said Mutual Company has submitted the Annual Securities Report pertaining to the Most Recent Business Year pursuant to the provision of Article 24, paragraph (1) of the Financial Instruments and Exchange Act: such fact;

(d) in cases where the converting Mutual Company has no Most Recent Business Year: such fact;

(e) in cases where the converting Mutual Company is a Liquidating Mutual Company: such fact;

(f) in case other than as set forth in the sub-items (a) to (e) inclusive: the contents of the summary of the balance sheet for the Most Recent Business Year as specified in the Appended Form No. 3 (or Appended Form No. 3-3, in case of a Low-Cost, Short-Term Insurer; or Appended Form No. 3-2, in case of a Company with Specified Transaction Account).

(Amount of Claim Pertaining to Insurance Contract)

Article 43 The amount to be specified by Cabinet Office Ordinance, as referred to in Article 88, paragraph (6) of the Act, shall be as follows: the amount set forth in item (i), in case of a Life Insurance Company; the total of the amounts set forth in items (ii) and (iii), in case of a Non-Life Insurance Company; or the amount set forth in item (ii), in case of a Low-Cost, Short-Term Insurer.

(i) the amount to be set aside for the insured, as of the time of the public notice under Article 88, paragraph (2) of the Act (hereinafter referred to as the "Public Notice" in this Article);

(ii) the amount of the insurance premiums corresponding to the Unexpired Period (meaning the insurance period provided for in an insurance contract, outstanding as of the time of the public notice); and

(iii) the amount to be set aside as the refund reserve as set forth in Article 70, paragraph (1), item (iii), as of the time of the public notice.

(Calculation of Members' Amount of Contribution)

Article 44 (1) The amount calculated in accordance with the provision of Cabinet Office Ordinance, as referred to in Article 90, paragraph (2) (including the cases where applied mutatis mutandis pursuant to Article 96-6, paragraph (2) (including the cases where applied mutatis mutandis pursuant to Article 96-8, paragraph (2) of the Act)), shall be the total of the amount of contribution per insurance contract concluded between the converting Mutual Company's member and the Mutual Company.

(2) The amount of contribution per insurance contract as referred to in the preceding paragraph shall be the amount set forth in item (i) less the amount set forth in item (ii) for each Insurance Contract Category of the insurance contract defined by the Mutual Company (hereinafter referred to as "Insurance Contract Category" in this Article), and then further calculated based on the amount of Policy Reserve, insurance money, insurance premiums and any other base amount for each insurance contract falling under the relevant Insurance Contract Category.

(i) with regard to insurance contracts concluded with members, the total of the insurance premiums paid by the members and gains generating from investment of money received as insurance premiums, less the amount allocated for disbursements such as payment of the insurance money, refund or any other benefits, operating expenditure and any other costs.

(ii) with regard to insurance contracts concluded with members, the amount of assets to be reserved so as to secure the performances of obligations under insurance contracts.

(Market Price for Processing of Fractions of Less Than One Share Upon Issuance of Shares)

Article 44-2 The method specified by Cabinet Office Ordinance, referred to in Article 234(2) of the Companies Act (Processing of Fractions of Less Than One Share) as applied mutatis mutandis by replacing certain terms under Article 90, paragraph (3) of the Act (including the cases where applied mutatis mutandis pursuant to Article 96-6, paragraph (2) of the Act (including the cases where applied mutatis mutandis pursuant to Article 96-8, paragraph (2) of the Act); hereinafter the same shall apply in this Article), shall be the method whereby the amount listed in the following items shall be treated as the price of shares set forth in each item, in accordance with the categories of the respective cases set forth therein:

(i) in cases where said shares are sold through a market transaction: the sale price of said transaction; or

(ii) in cases other than the case set forth the preceding item: the higher of the following prices:

(a) the closing price of said shares on the market on which said shares are traded, as of the day when said shares were sold pursuant to the provision of Article 234, paragraph (2) of the Companies Act as applied mutatis mutandis by replacing certain terms pursuant to Article 90, paragraph (3) of the Act (hereinafter referred to as the "Sales Date" in this item) (in cases where no sale and purchase transaction was consummated on the Sales Date, or where the Sales Date falls on a non-business day of said market, the contract price of the sale and purchase transaction effected for the first time thereafter); or

(b) in cases where, as of the Sales Date, said shares are the target of a Tender Offer, etc., the price of said shares provided for in the contract pertaining to said Tender Offer, etc. as of said Sales Date.

(Calculation of Amount of Surplus in Entity Conversion)

Article 45 (1) The amount calculated in accordance with the formula to be specified by Cabinet Office Ordinance, as referred to in Article 91, paragraph (3) of the Act, shall be the amount calculated as the net asset as of the time of the Entity Conversion of the converting Mutual Company, multiplied by the proportion of the amount set forth in item (ii) to the amount set forth in item (i).

(i) the amount of total assets of the converting Mutual Company as of the time of the Entity Conversion, which shall be evaluated by the same method as those used for the purpose of calculation of the total amount of members' contributions as referred to in Article 44, paragraph (1), less the total of the amount set forth in the following sub-items:

(a) the amount set forth in Article 44, paragraph (2), item (ii);

(b) with regard to the insurance contract under Article 63, paragraph (1) of the Act, the amount of assets to be secured for the purpose of performance of obligations under insurance contracts, which shall be evaluated by the same method as those used for the purpose of calculation of the amount set forth in Article 44, paragraph (2), item (ii);

(c) the amount of assets to be secured for the purpose of performance the converting Mutual Company of its obligations at the time of the Entity Conversion, which shall be evaluated by the same method as those used for the purpose of calculation of the amount set forth in Article 44, paragraph (2), item (ii) (excluding the amounts set forth in sub-items (a) and (b)); and

(ii) the amount set forth in the preceding paragraph, less the total of the amount of members' contributions as referred to in an Article 44, paragraph (1).

(2) In cases where the amount recorded in the net asset section or liability section of the balance sheet of the converted stock company decreases due to any of the grounds as set forth in the following items, the Amount of Surplus in Entity Conversion may be reduced accordingly with such reduction.

(i) compensation of loss by the allocation of surplus, capital reserve or retained earnings reserve;

(ii) reduction in the amount of stated capital;

(iii) addition to the insurance premiums reserve by way of effecting amendment to the document set forth in Article 4, paragraph (2), item (iv) of the Act;

(iv) reversal of Price Fluctuation Reserve under Article 115, paragraph (1) of the Act; or

(v) reversal of Contingency Reserve under Article 69, paragraph (1), item (iii) or Article 70, paragraph (1), item (ii)-2.

(Amount of Capital Reserve, etc.)

Article 45-2 (1) The matters necessary for accounting related to the Entity Conversion to be specified by Cabinet Office Ordinance, as referred to in Article 91, paragraph (4) of the Act, shall be as set forth in this Article.

(2) The amount to be recorded by the converted stock company upon the Entity Conversion as its capital reserve shall be the amount of net assets as of the time of Entity Conversion (excluding the valuation and translation adjustment, etc.), less the amount of stated capital as set forth in Article 86, paragraph (4), item (v) of the Act.

(3) Notwithstanding the provision of the preceding paragraph, the amount of the deficiency reserve of the converting Mutual Company as of the time of Entity Conversion may be treated as the amount not required to be recorded as capital reserve; provided, however, that in such case, the amount of such deficiency reserve shall be recorded as the retained earnings reserve of the converted stock company.

(4) Notwithstanding the provision of paragraph (2), the amount equivalent to the amount of surplus (excluding the deficiency reserve under the preceding paragraph) reserved by the converting Mutual Company at the time of its Entity Conversion may be treated as the amount not required to be recorded as capital reserve.

(Matters Requiring Notices to Prospective Applicants)

Article 45-3 The matters to be specified by Cabinet Office Ordinance, as referred to in Article 93, paragraph (1), item (iv) of the Act, shall be as follows:

(i) the total number of authorized shares (meaning the total number of authorized shares as set forth in Article 37, paragraph (1) (Provisions on Total Number of Authorized Shares) of the Companies Act) (in cases where the company is a company with class shares, including the total number of authorized shares in each class (meaning the total number of authorized shares in each class as set forth in Article 101, paragraph (1), item (iii) (Special Provisions on Procedures for Amendment in Articles of Incorporation) of that Act);

(ii) in cases where the converted stock company (excluding a company with class shares) has prescribed the matters set forth in the items of Article 107, paragraph (1) (Special Provision on Features of Shares) of the Companies Act as the features of the shares to be issued, the features of said shares;

(iii) in cases where the converted stock company (limited to a company with class shares) has decided to issue shares with different features as to the matters set forth in the items of Article 108, paragraph (1) of the Companies Act, the features of the respective classes of shares (in cases where, with regard to a certain class of shares, a provision in the articles of incorporation is provided under the paragraph (3) of that Article, and where the converted stock company, as provided for in such provision of the articles of incorporation, has not prescribed the features of said class of shares, the outline of the features of said class of shares);

(iv) in cases where the articles of incorporation provides for any provision concerning a share unit number, such share unit number (in cases where the company is a company with class shares, the share units of respective class of shares);

(v) in cases where the articles of incorporation provides for any of the following, such provisions:

(a) the provisions of the articles of incorporation as set forth in Article 139, paragraph (1) (Determination of Approval of Transfer), Article 140, paragraph (5) (Purchase by Stock Company or Designated Purchaser), or Article 145, item (i) or (ii) (Cases where Stock Company is Deemed to have Approved) of the Companies Act;

(b) the provision of the articles of incorporation, as referred to in Article 164, paragraph (1) (Provisions of Articles of Incorporation regarding Acquisition from Specific Shareholders) of the Companies Act;

(c) the provision of the articles of incorporation, as referred to in Article 167, paragraph (3) (Effectuation) of the Companies Act;

(d) the provision of the articles of incorporation, as referred to in Article 168, paragraph (1) (Determination of Day of Acquisition) or Article 169, paragraph (2) (Determination of Shares to be Acquired) of the Companies Act;

(e) the provision of the articles of incorporation, as referred to in Article 174 (Provisions of Articles of Incorporation regarding Demand for Sale to Heirs) of the Companies Act;

(f) the provision of the articles of incorporation, as referred to in Article 347 (Election of Directors or Company Auditors at Class Meetings) of the Companies Act;

(g) the provision of the articles of incorporation, as referred to in Article 26, item (i) or (ii) (Case Where Approval is Deemed to Have Been Granted) of the Ordinance for Enforcement of the Companies Act;

(vi) in cases where the articles of incorporation provides for appointment of a shareholder registry administrator , the name and the address thereof, and the business office thereof.

(vii) from among the matters provided for in the articles of incorporation (excluding the matters set forth in Article 93, items (i) to (iii) inclusive of the Act; and also excluding the matters set forth in the preceding items), the matters to be notified as required by a prospective applicant for the subscription of Shares Issued upon Entity Conversion (meaning the Shares Issued upon Entity Conversion as set forth in Article 92, item (i) of the Act; the same shall apply in Article 45-4-2 and Article 45-7, paragraph (2)) to the converting Mutual Company .

(Securities with Market Price Exempted from the Requirement of Investigation by Inspector)

Article 45-4 The method specified by a Cabinet Office Ordinance, referred to in Article 207, paragraph (9), item (iii) (Contribution of Property other than Monies) of the Companies Act as applied mutatis mutandis by replacing certain terms under Article 96-4 of the Act, shall be the method whereby the higher of the following amounts is treated as the price of Securities as referred to in Article 207, paragraph (9), item (iii) of the Companies Act:

(i) The closing price of the Securities at the market where said Securities are traded, as of the day when the value thereof as set forth in Article 92, item (iii) of the Act was determined (hereinafter referred to as a "Valuation Date" in this Article) (in cases where no sale and purchase transaction was consummated on the Valuation Date, or where the Valuation Date falls on a non-business day of said market, the contract price of the sale and purchase transaction effected for the first time thereafter); or

(ii) in cases where, as of the Valuation Date, said Securities are the target of a Tender Offer, etc., the price of said Securities provided for in the contract pertaining to said Tender Offer as of said Valuation Date.

(Case of Completion of Performance of Obligations Associated with Delivery of Shares Issued on Entity Conversion)

Article 45-4-2 In the case referred to in Article 212, paragraph (1), item (ii) (Liabilities of Persons who Subscribed for Shares with Unfair Amount To Be Paid In) of the Companies Act as applied mutatis mutandis by replacing certain terms under Article 96-4 of the Act, and where the obligation of payment of all or part of the amount set forth in that item is performed pursuant to the provision of that paragraph, the amount of other capital surplus of the converted stock company shall be increased accordingly with the amount paid to the converted stock company on the ground of the performance of such obligation.

(Directors, etc. to be Held Liable in Case of Shortfall in Value of Property Contributed)

Article 45-5 The persons to be specified by Cabinet Office Ordinance, as referred to in Article 213, paragraph (1), item (ii) (Liabilities of Directors in case of Shortfall in Value of Property Contributed) as applied mutatis mutandis by replacing certain terms under Article 96-4 of the Act, shall be as follows:

(i) the director who has submitted to the general meeting of members (or General Meeting of Representative Members, in cases where it has been organized) the proposed item on the agenda regarding the valuation of Properties Contributed in Kind ; and

(ii) if the proposal referred to in the preceding item was submitted in accordance with the resolution of the board of directors, the directors who casted affirmative votes on such resolution of the board of directors.

(Method for Filing Request for Instituting Action for Pursuing Liability, etc.)

Article 45-6 The method to be specified by Cabinet Office Ordinance, as referred to in Article 847, paragraph (1) (Action for Pursuing Liability, etc.) of the Companies Act as applied mutatis mutandis by replacing certain terms under Article 96-4 of the Act shall be the submission of documents specifying the following matters, or the provision of such information by the Electromagnetic Means:

(i) the prospective defendant; and

(ii) object of claim, and facts necessary for specifying the claim.

(Method of Notification of Reason for Not Filing Action)

Article 45-7 (1) The methods to be specified by Cabinet Office Ordinance, as referred to in Article 847, paragraph (4) (Action for Pursuing Liability, etc.) of the Companies Act as applied mutatis mutandis by replacing certain terms under Article 96-4 of the Act shall be the submission of documents specifying the following matters, or the provision of such information by the Electromagnetic Methods:

(i) the details of investigation performed by Converted Stock Company (including the materials which served the basis of judgment referred to in the following item);

(ii) judgment as to whether the Alleged Person shall be held liable for any responsibility or obligation, and grounds of such judgment; and

(iii) in cases where the company judges the Alleged Person to be held liable for any responsibility or obligation, and where the company refrains from filing an action for pursuing liability, etc. (meaning an action for pursuing liability, etc. as set forth in Article 847, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 96-4 of the Act), the grounds therefor.

(2) The term "Alleged Person" as referred to in items (ii) and (iii) of the preceding paragraph shall mean subscribers of the Shares Issued upon Entity Conversion who are liable for the obligation under Article 212, paragraph (1) (excluding item (i)) (Liabilities of Persons who Subscribed for Shares with Unfair Amount To Be Paid In) of the Companies Act as applied mutatis mutandis by replacing certain terms under Article 96-4 of the Act and are specified in the item (i) of the preceding Article, who pertains to the claim under Article 847, paragraph (1) of the Companies Act as applied mutatis mutandis by replacing certain terms under Article 96-4 of the Act.

(Wholly Owning Parent Company)

Article 45-8 (1) The stock company to be specified by Cabinet Office Ordinance, as referred to in Article 851, paragraph (1), item (i) (Conduct of a Suit of a Person Who is No Longer a Shareholder) of the Companies Act (including the case where it is applied mutatis mutandis pursuant to paragraphs (2) and (3) of that Article; hereinafter the same shall apply in this Article) as applied mutatis mutandis by replacing certain terms under Article 96-4 of the Act, shall be a specific stock company and its Wholly Owned Subsidiary Company (meaning a stock company, the total number of issued shares of which are owned by the specific stock company; hereinafter the same shall apply in this Article); or the specific stock company, in cases where the total number of issued shares in a company as set forth in Article 851, paragraph (1), item (i) of the Companies Act as applied mutatis mutandis pursuant to Article 96-4 of the Act are held by the Wholly Owned Subsidiary Company of the specific stock company.

(2) For the purpose of application of the provision of the preceding paragraph, the stock company and its Wholly Owned Subsidiary Company, or the stock company in cases where total shares issued in another company are held by such stock company's Wholly Owned Subsidiary Company, shall be deemed as the Wholly Owned Subsidiary Company.

(Matters Subject to Prior Disclosure by Wholly Owning Parent Company for Share Exchange on Entity Conversion)

Article 45-9 The matters to be specified by Cabinet Office Ordinance, as referred to in Article 794, paragraph (1) (Keeping and Inspection, etc. of Documents, etc. Concerning an Absorption-type Merger Agreement, etc.) of the Companies Act as applied mutatis mutandis by replacing certain terms under Article 96-5, paragraph (3) of the Act, shall be as follows:

(i) matters related to adequacy of the provision on the matters set forth in Article 96-7, items (ii) and (iii) (in cases where there is no such provision, the adequacy as to the lack thereof);

(ii) the following matters in regard to the converting Mutual Company:

(a) the details of the Financial Statements, etc. for the Most Recent Business Year (in cases where the converting Mutual Company has no Most Recent Business Year, the balance sheet as of the day of incorporation thereof);

(b) in cases where, after the last day of the Most Recent Business Year (in cases where the converting Mutual Company has no Most Recent Business Year, after the day of incorporation thereof), disposition of any important asset, assumption of a material obligation or any other event which would have a material impact on the company's asset status has taken place, the account of such event (in cases where the new Most Recent Business Year falls within the period between the day of commencement of keeping the documents or Electromagnetic Records under Article 794, paragraph (1) of the Companies Act as applied mutatis mutandis by replacing certain terms under Article 96-5, paragraph (3) of the Act (hereinafter referred to as the "Day of Commencement of Keeping Contract for Share Exchange on Entity Conversion" in this Subsection) and the day when the Share Exchange on Entity Conversion takes effect, the above shall be limited to the accounts of the events which have taken place after the last day of said new Most Recent Business Year).

(iii) the following matters in regard to the Wholly Owning Parent Company for Share Exchange on Entity Conversion:

(a) in cases where, after the last day of the Most Recent Business Year (in cases where the Wholly Owning Parent Company for Share Exchange on Entity Conversion has no Most Recent Business Year, after the day of incorporation thereof), disposition of any important asset, assumption of a material obligation or any other event which would have a material impact on the company's asset status has taken place, the account of such event (in cases where the new Most Recent Business Year falls within the period between the Day of Commencement of Keeping Contract for Share Exchange on Entity Conversion and the day when the Share Exchange on Entity Conversion takes effect, the above shall be limited to the accounts of the events which have taken place after the last day of said new Most Recent Business Year).

(b) in cases where the Wholly Owning Parent Company for Share Exchange on Entity Conversion has no Most Recent Business Year, the balance sheet as of the date of its incorporation.

(iv) In cases where any creditor is entitled to raise an objection as to the Share Exchange on Entity Conversion pursuant to the provision of Article 799, paragraph (1) (Objection of Creditors) of the Companies Act as applied mutatis mutandis by replacing certain terms under Article 96-5, paragraph (3) of the Act, the matters pertaining to the prospect on performance by the Wholly Owning Parent Company for Share Exchange on Entity Conversion of its obligations on or after the day when the Share Exchange on Entity Conversion takes effect (limited to the obligations held against the aforementioned creditor);

(v) in cases where, for the period between the Day of Commencement of Keeping Contract for Share Exchange on Entity Conversion and the day when the Share Exchange on Entity Conversion takes effect, any change has occurred to the matters listed in any of the preceding items, the matter so changed.

(Equivalent of Shares in Wholly Owning Parent Company for Share Exchange on Entity Conversion)

Article 45-10 The equivalent to be specified by Cabinet Office Ordinance, as referred to in Article 794, paragraph (3) (Keeping and Inspection, etc. of Documents, etc. Concerning an Absorption-type Merger Agreement, etc.) of the Companies Act as applied mutatis mutandis by replacing certain terms under Article 96-5, paragraph (3) of the Act, shall be the money to be delivered in accordance with the provisions of Article 96-7, items (ii) and (iii) of the Act, in cases where the amount set forth in item (i) less the amount set forth in item (ii) is smaller than the amount set forth in item (iii).

(i) the total amount of Shares, etc. to be delivered to the members of the converting Mutual Company;

(ii) from among the Shares, etc. set forth in the preceding paragraph, the total value of the shares in Wholly Owning Parent Company for Share Exchange on Entity Conversion; and

(iii) the total amount of Shares, etc. as referred to in item (i), multiplied by one-twentieth.

(Amount of Shares)

Article 45-11 The amount to be specified by Cabinet Office Ordinance, as referred to in Article 795, paragraph (2), item (iii) (Approval, etc. of the Absorption-type Merger Agreement, etc.) of the Companies Act as applied mutatis mutandis by replacing certain terms under Article 96-5, paragraph (3) of the Act, shall be the sum of the amounts set forth in items (i) and (ii), less the amount set forth in item (iii).

(i) the amount of shares in converted stock company acquired by the Wholly Owning Parent Company for Share Exchange on Entity Conversion upon the Share Exchange on Entity Conversion, which shall be posted on the accounting books;

(ii) the amount of goodwill recorded pursuant to the provision of Article 11 (Goodwill) of the Ordinance on Accounting; and

(iii) the amount of liabilities to be recorded pursuant to the provision of Article 12 (Special Account for Shares and Equity of the Ordinance on Accounting.

(Amount of Net Assets)

Article 45-12 The method to be specified by Cabinet Office Ordinance, as referred to in Article 796, paragraph (3), item (ii) (Cases Where Approval of the Absorption-type Merger Agreement, etc. Is Not Required, etc.) of the Companies Act as applied mutatis mutandis by replacing certain terms under Article 96-5, paragraph (3) of the Act, shall be the method whereby the total of the amounts set forth in items (i) to (vi) inclusive as of the Cut-Off Date (meaning the date of conclusion of the contract for Share Exchange on Entity Conversion (in cases where, under said contract, the timing other than the conclusion date thereof (limited to the timing between the date of conclusion of the contract and the time immediately prior to the time when the Share Exchange on Entity Conversion takes effect) has been designated, such timing)), less the amount set forth in item (vii) (or five million yen, in cases where said amount is less than five million yen), is treated as the amount of net assets of the Wholly Owning Parent Company for Share Exchange on Entity Conversion:

(i) the amount of stated capital;

(ii) the amount of capital reserve;

(iii) the amount of retained earnings reserve;

(iii) the amount of surplus as referred to in Article 446 (Amount of Surplus) of the Companies Act;

(v) the amount pertaining to valuation and translation adjustments, etc. as of the last day of the Most Recent Business Year (in cases where the Wholly Owning Parent Company for Share Exchange on Entity Conversion has no Most Recent Business Year, the day of incorporation thereof);

(vi) the book value of share options; and

(vii) the total amount of the book value of treasury shares and the company's own share options.

(Number of Shares)

Article 45-13 The number to be specified by Cabinet Office Ordinance, as referred to in Article 796, paragraph (4) (Cases Where Approval of the Absorption-type Merger Agreement, etc. Is Not Required, etc.) of the Companies Act as applied mutatis mutandis by replacing certain terms under Article 96-5, paragraph (3) of the Act, shall be the smallest of the following numbers:

(i) the number obtained by adding one to the number obtained by multiplying the total number of Specific Shares (meaning the shares which entitles the shareholders to exercise their voting rights at a shareholders meeting pertaining to the act as set forth in Article 796, paragraph (4) of the Companies Act as applied mutatis mutandis by replacing certain terms under Article 96-5, paragraph (3) of the Act; hereinafter the same shall apply in this Article) by half (in cases where the articles of incorporation provides that adoption of such resolution of the shareholders meeting shall require the attendance of shareholders having voting rights of not less than a certain proportion against all voting rights represented by said Specific Shares, by such proportion), and further by one-third (in cases where the articles of incorporation provides that adoption of such resolution of the shareholders meeting shall require affirmative votes of not less than a certain proportion against the total number of voting rights held by the Specific Shareholders (meaning the shareholders of Specific Shares; the same shall apply hereinafter in this Article) attending the shareholders meeting, by a proportion calculated by subtracting said proportion from one);

(ii) the number of Specific Shares held by the Specific Shareholders who have given notice to the effect that they dissent from the act set forth in Article 796, paragraph (4) of the Companies Act as applied mutatis mutandis pursuant to Article 96-5, paragraph (3) of the Act, in the case where the articles of incorporation provides that adoption of the resolution pertaining to said act shall require affirmative votes of not less than a certain number of Specific Shareholders, and where the total number of Specific Shareholders, less the number of Specific Shareholders who have given notice to the stock company to the effect that they dissent from said act, is less than said certain number;

(iii) the number of Specific Shares held by the Specific Shareholders who have given notice to the effect that they dissent from an act set forth in Article 796, paragraph (4) of the Companies Act as applied mutatis mutandis pursuant to Article 96-5, paragraph (3) of the Act, in cases where the articles of incorporation provide that adoption of the resolution pertaining to such act shall be subject to any provision thereunder except for those set forth in the preceding two items, and where the resolution will not be adopted if all of the Specific Shareholders who have given notice to the effect that they dissent from said action casted dissenting votes at the shareholders meeting set forth in Article 796, paragraph (4) of the Companies Act as applied mutatis mutandis pursuant to Article 96-5, paragraph (3) of the Act; and

(iv) the number specified by the articles of incorporation.

(Equivalent of Shares in Wholly Owning Parent Company for Share Exchange on Entity Conversion)

Article 45-14 An equivalent to be specified by Cabinet Office Ordinance, as referred to in Article 799, paragraph (1), item (iii) (Objection of Creditors) of the Companies Act as applied mutatis mutandis by replacing certain terms under Article 96-5, paragraph (3) of the Act, shall be the money to be delivered in accordance with the provisions of Article 96-7, items (ii) and (iii) of the Act, in cases where the amount set forth in item (i) less the amount set forth in item (ii) is smaller than the amount set forth in item (iii).

(i) the total amount of Shares, etc. to be delivered to the members of the converting Mutual Company;

(ii) from among the Shares, etc. set forth in the preceding paragraph, the total value of the shares in Wholly Owning Parent Company for Share Exchange on Entity Conversion; and

(iii) the total amount of Shares, etc. as referred to in item (i), multiplied by one-twentieth.

(Matters Related to Financial Statements)

Article 45-15 The matters specified by a Cabinet Office Ordinance, as referred to in Article 799, paragraph (2), item (iii) (Objection of Creditors) of the Companies Act as applied mutatis mutandis by replacing certain terms under Article 96-5, paragraph (3) of the Act, shall be the matters specified in each of following items, in accordance with the categories of the respective cases set forth in Article 799, paragraph (2) of the Companies Act as applied mutatis mutandis by replacing certain terms under Article 96-5, paragraph (3) of the Act, as of the day of the public notice under that paragraph or the day of the notice under that paragraph, whichever comes earlier:

(i) in cases where, pursuant to the provision of Article 440 paragraph (1) (Public Notice of Financial Statements) (including the cases where it is applied by replacing certain terms under Article 13 of the Act) and Article 440, paragraph (2) of the Companies Act, or Article 54-7, paragraph (1) or (2) of the Act, a Notifying Company (collectively meaning a Wholly Owning Parent Company for Share Exchange on Entity Conversion, and a converting Mutual Company; hereinafter the same shall apply in this Article) has given a public notice of its balance sheet for the Most Recent Business Year or summary thereof: the following information

(a) in cases where public notice is given by means of publication on an Official Gazette, the date of said Official Gazette and the page number on which such public notice has been published;

(b) in cases where the public notice is given by means of publication on a daily newspaper featuring matters on current affairs, the name and date of said newspaper, and the page number on which the public notice has been published; or

(c) in cases where the public notice is given in the form of an Electronic Public Notice, the matters listed in Article 911, paragraph (3), item (xxix), sub-item (a) (Registration of Incorporation of Stock Company) of the Companies Act.

(ii) in cases where, in regard to the balance sheet pertaining to the Most Recent Business year, the Notifying Company has implemented the measure set forth in Article 440, paragraph (3) of the Companies Act or Article 54-7, paragraph (3) of the Act: the matters listed in Article 911, paragraph (3), sub-item (xxvii) of the Companies Act or in Article 64, paragraph (2), item (xvi) of the Act;

(iii) in cases where the Wholly Owning Parent Company for Share Exchange on Entity Conversion is a stock company as set forth in Article 440, paragraph (4) of the Companies Act, or where the converting Mutual Company is a Mutual Company as set forth in Article 54-7, paragraph (4) of the Act; and where said Wholly Owning Parent Company for Share Exchange on Entity Conversion or the converting Mutual Company has submitted the Annual Securities Report pertaining to the Most Recent Business Year pursuant to the provision of Article 24, paragraph (1) of the Financial Instruments and Exchange Act: such fact;

(iv) in cases where the Notifying Company has no Most Recent Business Year: such fact:

(v) other cases than as set forth in the preceding items: the contents of the summary of the balance sheet for the Most Recent Business Year as referred to in Chapter II of Part VI of the Ordinance on Accounting (or Appended Form No. 2, in cases where the Wholly Owning Parent Company for Share Exchange on Entity Conversion is a stock company engaged in insurance business (or Appended Form No. 2-2, in cases of a Company with Specified Transaction Account)) or in the Appended Form No. 3 (the Appended Form No. 3-3, in case of a Low-Cost, Short-Term Insurer; or the Appended Form No. 3-2, in case of a Company with Specified Transaction Account)

(Equivalent of Shares in Wholly Owning Parent Company for Share Exchange on Entity Conversion)

Article 45-16 The equivalent to be specified by Cabinet Office Ordinance, as referred to in Article 801, paragraph (4) (Keeping and Inspection, etc. of Documents, etc. Concerning an Absorption-type Merger, etc.) of the Companies Act as applied mutatis mutandis pursuant to paragraph (6) of that Article and as further applied mutatis mutandis by replacing certain terms under Article 96-5, paragraph (3) of the Act, shall be the money to be delivered in accordance with the provisions of Article 96-7, items (ii) and (iii) of the Act, in cases where the amount set forth in item (i) less the amount set forth in item (ii) is smaller than the amount set forth in item (iii).

(i) the total amount of Shares, etc. to be delivered to the members of the converting Mutual Company;

(ii) from among the Shares, etc. set forth in the preceding paragraph, the total value of the shares in Wholly Owning Parent Company for Share Exchange on Entity Conversion; and

(iii) the total amount of Shares, etc. as referred to in item (i), multiplied by one-twentieth.

(Matters Subject to Prior Disclosure by Stock Companies Jointly Implementing Share Transfer on Entity Conversion)

Article 45-17 The matters to be specified by Cabinet Office Ordinance, as referred to in Article 803, paragraph (1) (Keeping and Inspection, etc. of Documents, etc. Concerning a Consolidation-type Merger Agreement, etc.) of the Companies Act as applied mutatis mutandis by replacing certain terms under Article 96-9, paragraph (4) of the Act, shall be as follows:

(i) matters related to adequacy of the provision on the matters set forth in Article 773, paragraph (1), items (v) to (viii) inclusive (Share Transfer Plan); of the Companies Act;

(ii) the matters pertaining to the adequacy of provision on the matters set forth in Article 773, paragraph (1), items (ix) and (x) of the Companies Act (limited to the matters pertaining to the relevant share options), in cases where all or part of the stock companies as referred to in Article 96-9, paragraph (1), item (ix) of the Act has issued share option under Article 808, paragraph (3), item (iii) (Right to Request Purchase of Share Options) of the Companies Act;

(iii) the following matters in connection with the other stock company or converting Mutual Company as set forth in Article 96-9, paragraph (1), item (ix) of the Act:

(a) the details of the Financial Statements, etc. for the Most Recent Business Year (in cases where the company has no Most Recent Business Year, the balance sheet as of the day of incorporation of the other stock company or converting Mutual Company as set forth in Article 96-9, paragraph (1), item (ix) of the Act);

(b) in cases where the company has Temporary Financial Statements, etc. prepared as of a certain day after the last day of the Most Recent Business Year (in cases where the company has no Most Recent Business Year, the date of incorporation of the stock company as set forth in Article 96-9, paragraph (1), item (ix) of the Act) as the temporary account closing date (in cases where there are two or more temporary account closing dates, whichever comes later), the contents of said Temporary Financial Statements, etc.; and

(c) in cases where, after the last day of the Most Recent Business Year (in cases where the company has no Most Recent Business Year, after the day of incorporation of the other stock company or converting Mutual Company as set forth in Article 96-9, paragraph (1), item (ix) of the Act), disposition of any important asset, assumption of a material obligation or any other event which would have a material impact on the company's asset status has taken place, the accounts of such event (in cases where the new Most Recent Business Year falls within the period between the Day of Commencement of Keeping Consolidation-Type Merger Agreement (meaning the Day of Commencement of Keeping Consolidation-Type Merger Agreement as set forth in Article 803, paragraph (2) of the Companies Act as applied mutatis mutandis pursuant to Article 96-9, paragraph (4) of the Act; hereinafter the same shall apply in this Article) and the day when the Share Transfer takes effect, the above shall be limited to the accounts of the events which have taken place after the last day of said new Most Recent Business Year).

(iv) the following matters related to the stock company referred to in Article 96-9, paragraph (1), item (ix) of the Act:

(a) in cases where, after the last day of the Most Recent Business Year (in cases where the company has no Most Recent Business Year, after the day of incorporation of the stock company or converting Mutual Company as set forth in Article 96-9, paragraph (1), item (ix) of the Act), disposition of any important asset, assumption of a material obligation or any other event which would have a material impact on the company's asset status has taken place, the account of such event (in cases where the new Most Recent Business Year falls within the period between the Day of Commencement of Keeping Consolidation-Type Merger Agreement and the day when the Share Transfer takes effect, the above shall be limited to the accounts of the events which have taken place after the last day of said new Most Recent Business Year).

(b) in cases where the stock company set forth in Article 96-9, paragraph (1), item (ix) of the Act has no Most Recent Business Year, the balance sheet as of the date of its incorporation.

(v) In cases where any creditor is entitled to raise an objection as to the Share Transfer pursuant to the provision of Article 810 (Objection of Creditors) (excluding items (i) and (ii) of paragraph (1)) of the Companies Act as applied mutatis mutandis pursuant to Article 96-9, paragraph (4) of the Act, the matters pertaining to the prospect on performance by the Wholly Owning parent Company Formed by Share Transfer on Entity Conversion of its obligations on or after the day when the Share Transfer takes effect (excluding the obligations to be succeeded from the other stock company or converting Mutual Company under Article 96-9, paragraph (1), item (ix) of the Act; and limited to the obligations held against the aforementioned creditors who are entitled to raise the objections);

(vi) in cases where, for the period between the Day of Commencement of Keeping a Consolidation-Type Merger Agreement and the day when the Share Transfer takes effect, any change has occurred to any of the matters listed in the items of the preceding item, the matter so changed.

(Matters Related to Financial Statements)

Article 45-18 The matters specified by a Cabinet Office Ordinance, as referred to in Article 810, paragraph (2), item (iii) (Objection of Creditors) of the Companies Act as applied mutatis mutandis by replacing certain terms under Article 96-9, paragraph (4) of the Act, shall be the matters specified in each of following items, in accordance with the categories of the respective cases set forth in Article 810, paragraph (2) of the Companies Act as applied mutatis mutandis by replacing certain terms under Article 96-9, paragraph (4) of the Act, as of the day of the public notice under that paragraph or the day of the notice under that paragraph, whichever comes earlier:

(i) in cases where, pursuant to the provision of Article 440 paragraph (1) (Public Notice of Financial Statements) (including the cases where it is applied by replacing certain terms under Article 13 of the Act) or Article 440, paragraph (2) of the Companies Act or Article 54-7, paragraph (1) or (2) of the Act, a Notifying Company (meaning a stock company and a converting Mutual Company implementing the Share Transfer on Entity Conversion, as set forth in Article 96-9, paragraph (1), item (ix) of the Act; hereinafter the same shall apply in this Article) has given a public notice of its balance sheet for the Most Recent Business Year or summary thereof: the following information

(a) in cases where public notice has been given by means of publication on an Official Gazette, the date of said Official Gazette and the page number on which such public notice has been published;

(b) in cases where the public notice has been given by means of publication on a daily newspaper featuring matters on current affairs, the name and date of said newspaper, and the page number on which the public notice has been published;

(c) in cases where the public notice has been given by means of an Electronic Public Notice, the matters listed in Article 911, paragraph (3), item (xxix), sub-item (a) (Registration of Incorporation of Stock Company) of the Companies Act or in Article 64, paragraph (2), item (xvii), sub-item (a) of the Act.

(ii) in cases where, in regard to the balance sheet pertaining to the Most Recent Business year, the Notifying Company has implemented the measures set forth in Article 440, paragraph (3) of the Companies Act or in Article 54-7, paragraph (3) of the Act: the matters listed in Article 911, paragraph (3), sub-item (xxvii) of the Companies Act or in Article 64, paragraph (2), item (xvi) of the Act;

(iii) in cases where the Notifying Company is a stock company as set forth in Article 440, paragraph (4) of the Companies Act or a Mutual Company as set forth in Article 54-7, paragraph (4) of the Act, and where said stock company or Mutual Company has submitted the Annual Securities Report pertaining to the Most Recent Business Year pursuant to the provision of Article 24, paragraph (1) of the Financial Instruments and Exchange Act: such fact;

(iv) in cases where the Notifying Company has no Most Recent Business Year: such fact: and

(v) other cases than as set forth in the preceding items: the contents of the summary of the balance sheet for the Most Recent Business Year as referred to in Chapter II of Part VI of the Ordinance on Accounting (or Appended Form No. 2, in cases where a stock company set forth in Article 96-9, paragraph (1), item (ix) of the Act is a stock company engaged in insurance business (or Appended Form No. 2-3, in case of a Low-Cost, Short-Term Insurer; or Appended Form 2-2, in case of a Company with Specified Transaction Account)) or in the Appended Form No. 3 (the Appended Form No. 3-3, in case of a Low-Cost, Short-Term Insurer; or the Appended Form No. 3-2, in case of a Company with Specified Transaction Account).

(Matters Subject to Stock Company Jointly Implementing Share Transfer on Entity Conversion)

Article 45-19 The matters to be specified by Cabinet Office Ordinance, as referred to in Article 811, paragraph (1), item (ii) (Keeping and Inspection, etc. of Documents, etc. Concerning an Incorporation-type Company Split or Share Transfer) of the Companies Act as applied mutatis mutandis by replacing certain terms under Article 96-9, paragraph (4) of the Act, shall be as follows:

(i) the day when the Share Transfer took effect;

(ii) the status of progress of procedures under Article 806 (Dissenting Shareholders' Share Purchase Demand), Article 808 (Right to Request Purchase of Share Options) (excluding items (i) and (ii) of paragraph (1), and also excluding items (i) and (ii) of paragraph (3)) and 810 (Objection of Creditors) (excluding items (i) and (ii) of paragraph (1)) of the Companies Act;

(iii) the status of progress of the procedures under Article 88 of the Act implemented by the converting Mutual Company;

(iv) the number of shares in the stock company under Article 96-9, paragraph (1), item (ix) of the Act which have been transferred to the Wholly Owning Parent Company Formed by Share Transfer on Entity Conversion, in virtue of the Share Transfer (or the classes of share and the number of shares by class, in cases where the stock company under that item is a company with class shares);

(v) in addition to what is provided for in the preceding items, material information related to the Share Transfer.

(Application for Authorization of Entity Conversion from Mutual Company to Stock Company)

Article 46 When a Mutual Company intends to obtain the authorization under Article 96-10, paragraph (1) of the Act, it shall submit to the Commissioner of the Financial Services Agency or Other Official a written application for authorization, with the following documents attached thereto:

(i) a written statement of reasons;

(ii) a document stating the contents of the entity conversion plan;

(iii) the articles of incorporation of the converted stock company;

(iv) minutes of meeting of the general meeting of members or General Meeting of Representative Members;

(v) balance sheet;

(v) a document describing the expenses required for Entity Conversion;

(vii) a document certifying that the public notice under Article 88, paragraph (2) has been given;

(viii) in cases where any policyholder or other creditor has raised any objection under Article 88, paragraph (4), a document certifying that the company has made payment or provided equivalent security to such policyholder or other creditor, or has entrusted equivalent property to a trust company, etc. for the purpose of having such policyholder or other creditor receive the payment, or that the reduction of the capital poses no risk of detriment to the interest of such policyholder or other creditor; and

(ix) a document certifying that the number of policyholders who raised objections under Article 88, paragraph (6) of the Act did exceed one-fifth of the total number of policyholders as indicated in that paragraph; or a document certifying that the amount specified in Article 43 as pertaining to such policyholders as referred to in that paragraph did not exceed one-fifth of the total amount as referred to in Article 88, paragraph (6) of the Act.

(x) a document certifying the acceptance of the office by the person to assume the position of directors and company auditors (or directors and executive officers, in case of a company with committees) of the converted stock company, and resumés of such persons;

(xi) in cases where the converted stock company is a company with accounting advisor, a document certifying the acceptance of the office by the person to assume the position of accounting advisor of the converted stock company, and resumés of such person;

(xii) in cases where the shares are to be issued upon the Entity Conversion pursuant to the provision of Article 92 of the Act, the following matters:

(a) a document certifying the application for subscription for the shares;

(b) in cases where the subject of contribution is money, a document certifying that the completion of the payment under Article 96, paragraph (1) of the Act ;

(c) in cases where the subject of contribution is any other property than money, the following documents:

1. in the case where an inspector has been appointed, a document containing the investigation report by the inspector and the documents attached thereto;

2. in the case referred to in Article 207, paragraph (9), item (iii) (Contribution of Non-Monetary Property) of the Companies Act as applied mutatis mutandis pursuant to Article 96-4 of the Act, a document certifying the market price of the securities;

3. in the case referred to in Article 207, paragraph (9), item (iv) of the Companies Act as applied mutatis mutandis pursuant to Article 96-4 of the Act, a document containing the verification under that item and the documents attached thereto; and

4. in the case referred to in Article 207, paragraph (9), item (v) of the Companies Act as applied mutatis mutandis pursuant to Article 96-4 of the Act, the account book containing descriptions of the monetary claims as referred to in that item.

(d) in the cases where any judicial decision has been rendered in regard to an inspector's report, a transcript of such judicial decision.

(xiii) a document describing any other matters which would serve as reference information for an examination conducted pursuant to the provision of Article 96-10, paragraph (2) of the Act.

(Matters Subject to Public Notice after Entity Conversion from Mutual Company to Stock Company)

Article 46-2 The matters to be specified by Cabinet Office Ordinance, as referred to in Article 82, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 96-15 of the Act, shall be as follows:

(i) the status of progress of procedures under Article 88 of the Act; and

(ii) Effective Date (meaning the Effective Date as set forth in Article 86, paragraph (4), item (xii) of the Act; the same shall apply in item (iv) of the following Article).

(Matters Subject to Ex-Post Facto Disclosure by Converted Stock Company)

Article 46-3 The matters to be specified by Cabinet Office Ordinance, as referred to in Article 82, paragraph (2) of the Act as applied mutatis mutandis pursuant to Article 96-15 of the Act, shall be as follows:

(i) the status of progress of procedures under Article 88 of the Act; and

(ii) in cases where the Share Exchange on Entity Conversion was implemented, the following matters:

(a) the date when the Share Exchange on Entity Conversion took effect;

(b) the status of progress of procedures under Article 797 (Dissenting Shareholders' Share Purchase Demand) and Article 799 (Objection of Creditors) (excluding items (i) and (ii) of paragraph (1)) of the Companies Act, which pertains to the Wholly Owning Parent Company Formed by Share Transfer on Entity Conversion;

(c) the number of shares in the converted stock company transferred to the Wholly Owning Parent Company Formed by Share Transfer on Entity Conversion, in virtue of the Share Exchange on Entity Conversion (or the classes of share and the number of shares by class, in cases where the stock company under that item is a company with class shares);

(d) in addition to what is provided for in the items (a) to (c) inclusive, material information related to the Share Exchange on Entity Conversion.

(iii) in cases where the Share Transfer on Entity Conversion was implemented, the following matters:

(a) the date when the Share Transfer on Entity Conversion took effect;

(b) the status of progress of procedures under Article 806 (Dissenting Shareholders' Share Purchase Demand), Article 808 (Right to Request Purchase of Share Options) (excluding items (i) and (ii) of paragraph (1), and also excluding items (i) and (ii) of paragraph (3)) and 810 (Objection of Creditors) (excluding items (i) and (ii) of paragraph (1)) of the Companies Act, in relation to the stock company under Article 96-9, paragraph (1), item (ix) of the Act;

(c) the status of progress of the procedures under Article 88 of the Act in relation to the other converting Mutual Company;

(d) the number of shares in the converted stock company which have been transferred to the Wholly Owning Parent Company Formed by Share Transfer on Entity Conversion, in virtue of the Share Exchange on Entity Conversion (or the classes of share and the number of shares by class, where the stock company under that item is a company with class shares);

(v) in addition to what is provided for in the sub-items (a) to (d) inclusive, material information related to the Share Transfer on Entity Conversion.

(iv) effective date; and

(v) in addition to what is provided for in the preceding items, material information related to the Entity Conversion.

Chapter III Business

(Restrictions on Methods of Asset Investment)

Article 47 The methods to be specified by Cabinet Office Ordinance, as referred to in Article 97, paragraph (2) of the Act shall be as follows:

(i) acquisition of Securities (meaning Securities prescribed in Article 2, paragraph (1) of the Financial Instruments and Exchange Act and those deemed to be Securities pursuant to the provisions of paragraph (2) of that Article) (excluding acquisition which falls under items (iii), (iii)-2, (vi)-2, (viii), and (ix));

(ii) acquisition of real property;

(iii) acquisition of monetary claims;

(iii)-2 acquisition of Short-Term Bonds, etc. (meaning Short-Term Bonds, etc. prescribed in Article 98, paragraph (6) of the Act; the same shall apply hereinafter);

(iv) acquisition of gold bullion;

(v) loan of money (including call loans);

(vi) loan of Securities;

(vi)-2 capital contributions pertaining to a partnership agreement prescribed in Article 667, paragraph (1) (Partnership Agreement) of the Civil Code or a silent partnership agreement prescribed in Article 535 (Silent Partnership Agreement) of the Commercial Code;

(vii) deposits or savings;

(viii) trusts of money, monetary claims, Securities, or real property, etc.;

(ix) Transactions of Securities-Related Derivatives (meaning Transactions of Securities-Related Derivatives prescribed in Article 28, paragraph (8), item (vi) (Definitions) of the Financial Instruments and Exchange Act; the same shall apply hereinafter);

(x) Derivative Transactions prescribed in Article 2, paragraph (20) (Definitions) of the Financial Instruments and Exchange Act (excluding those falling under transactions listed in the preceding item);

(xi) Financial Derivative Transactions prescribed in Article 98, paragraph (1), item (viii) of the Act;

(xii) futures foreign exchange transactions; and

(xiii) methods equivalent to those listed in the preceding items.

(Restrictions on Amount of Asset Investment Prescribed in Article 97-2, Paragraph (1) of Insurance Business Act)

Article 48 (1) The assets to be specified by Cabinet Office Ordinance, as referred to in Article 97-2, paragraph (1) of the Act shall be the following assets out of the net assets (in cases where a Special Account or Accumulation Account (meaning an account established pursuant to the provision of Article 30-3, paragraph (1) (including the cases where applied mutatis mutandis pursuant to Article 63); hereinafter the same shall apply in this Article and Article 48-3) is established, assets that have been accounted for under the Special Account or Accumulation Account shall be excluded; hereinafter the same shall apply in this Article, Article 48-3, and Article 48-5):

(i) domestic shares (if they are assets pertaining to an insurance contract under which the amount of Insurance Money, etc. is denominated in a foreign currency (limited to assets regarding which the accounting is segregated from any other assets; hereinafter the same shall apply in this Article and Article 140), shares whose amount is denominated in the foreign currency out of said assets) (including capital contributions listed in item (vi)-2 of the preceding Article);

(ii) real property (including the funds for acquiring real property as specified by the Commissioner of the Financial Services Agency);

(iii) foreign currency denominated assets (if they are assets pertaining to an insurance contract under which the amount of Insurance Money, etc. is denominated in a foreign currency, meaning the assets denominated in currency other than said foreign currency) (excluding assets whose amount converted into yen (if they are assets pertaining to an insurance contract under which the amount of Insurance Money, etc. is denominated in a foreign currency, whose amount converted into the foreign currency) is fixed under a contract for futures foreign exchange transactions and the like);

(iv) bond certificates, loans, and securities loaned (limited to those specified by the Commissioner of the Financial Services Agency); and

(v) assets invested by the methods equivalent to those listed in items (i) to (viii) inclusive of the preceding Article.

(2) The amount calculated in accordance with Cabinet Office Ordinance, as referred to in Article 97-2, paragraph (1) of the Act shall be the amount set forth in the following items, in accordance with the categories of the assets as respectively set forth therein; provided, however, that this shall not apply when approved by the Commissioner of the Financial Services Agency:

(i) the assets listed in item (i) of the preceding paragraph: the amount calculated by multiplying the amount of the total assets (if the assets are Available-for-Sale Securities (meaning Available-for-Sale Securities prescribed in Article 8, paragraph (22) of the Ordinance on Financial Statements, etc.; the same shall apply hereinafter), and when the sum of their amounts recorded in the balance sheet exceeds the sum of their book values, it shall mean the sum of their book values; hereinafter the same shall apply in this paragraph, Article 48-3, paragraph (2), and Article 48-5, paragraph (2)) by thirty percent;

(ii) the assets listed in item (ii) of the preceding paragraph: the amount calculated by multiplying the amount of the total assets by twenty percent;

(iii) the assets listed in item (iii) of the preceding paragraph: the amount calculated by multiplying the amount of the total assets by thirty percent;

(iv) the assets listed in item (iv) of the preceding paragraph: the amount calculated by multiplying the amount of the total assets by ten percent; or

(v) the assets listed in item (v) of the preceding paragraph: the amount calculated by multiplying the amount of the total assets by three percent.

(3) Notwithstanding the provision of the preceding two paragraphs, in cases where a Accumulation Account is established, with regard to the following assets out of the assets that have been accounted for under the Accumulation Account (referred to as "Assets in Accumulation Account" in this Article and Article 48-3), the amount shall be that which is calculated by multiplying the total amount of Assets in Accumulation Account (if the assets are Available-for-Sale Securities, and when the sum of their amounts recorded in the balance sheet exceeds the sum of their book values, the sum of their book values; the same shall apply in Article 48-3, paragraph (2)) by ratios as respectively set forth in the following items (if the assets are those specified by the Commissioner of the Financial Services Agency, by ratios specified thereby); provided, however, that this shall not apply when approved by the Commissioner of the Financial Services Agency:

(i) domestic shares (if they are Assets in Accumulation Account pertaining to an insurance contract under which the amount of Insurance Money, etc. is denominated in a foreign currency, shares denominated in the foreign currency out of said assets) (including capital contributions listed in item (vi)-2 of the preceding Article): thirty percent; or

(ii) foreign currency denominated assets (if they are Assets in Accumulation Account pertaining to an insurance contract under which the amount of Insurance Money, etc. is denominated in a foreign currency, assets denominated in currency other than said foreign currency) (excluding assets whose amount converted into yen (if they are Assets in Accumulation Account pertaining to an insurance contract under which the amount of Insurance Money, etc. is denominated in a foreign currency, whose amount converted into the foreign currency) is fixed under a contract for futures foreign exchange transactions and the like): thirty percent.

(4) With regard to Available-for-Sale Securities, the amount calculated as specified by Cabinet Office Ordinance, as referred to in Article 97-2, paragraph (1) of the Act as the amount of asset investment that shall not be exceeded shall be calculated, as the sum of their book values when the sum of their amounts recorded in the balance sheet exceeds the sum of their book values.

(5) When an Insurance Company intends to obtain approval set forth in the proviso to paragraph (2) and the proviso to paragraph (3), it shall submit to the Commissioner of the Financial Services Agency a written application for approval, with a written statement of reasons and a document containing any other matters which would serve as reference information.

(Other Persons Having Special Relationship with the Same Person)

Article 48-2 (1) Persons who have a special relationship to be specified by Cabinet Office Ordinance, as referred to in Article 97-2, paragraph (2) of the Act, shall be as the persons specified in the following items, in cases where the same person prescribed in the main clause of that paragraph (excluding persons who have a special relationship as specified by the Cabinet Office Ordinance; hereinafter referred to as the "Same Investment Target" in this Article, the following Article and Article 48-5) is not a Subsidiary Company of said Insurance Company, an Insurance Holding Company of which said Insurance Company is a Subsidiary Company, or a Subsidiary Company of said Insurance Holding Company) (such persons shall exclude said Insurance Company, a Subsidiary Company of said Insurance Company, an Insurance Holding Company of which said Insurance Company is a Subsidiary Company, and a Subsidiary Company of said Insurance Holding Company):

(i) the following persons, in cases where the Same Investment Target is a company:

(a) a Subsidiary Company of the Same Investment Target;

(b) a company that holds the Same Investment Target as its Subsidiary Company;

(c) a Subsidiary Company of a company listed in sub-item (b) (excluding the Same Investment Target and also excluding a party which falls under the category of a company listed in sub-item (a) or (b));

(d) a person other than a company, that holds the voting rights exceeding fifty percent of the Voting Rights Held by All of the Shareholders, etc. of the Same Investment Target;

(e) a person other than a company, that holds the voting rights exceeding fifty percent of the Voting Rights Held by All of the Shareholders, etc. of the company that holds the Same Investment Target as its Subsidiary Company;

(f) a company whose voting rights exceeding fifty percent of the Voting Rights Held by All of the Shareholders, etc. are held by a person listed in sub-item (d) or (e) (excluding a company that falls under the Same Investment Target and a company listed in sub-item (b)), and a Subsidiary Company of said company; or

(g) other company whose voting rights exceeding fifty percent of the Voting Rights Held by All of the Shareholders, etc. are held by the Same Investment Target or a company listed in sub-item (a), (b), (c), or (f) (referred to as a "Company for Aggregation" in paragraph (3)) and a person listed in sub-item (d) or (e) (such other company shall exclude that which falls under any company listed in sub-item (a), (b), (c), or (f));

(ii) the following persons, in cases where the Same Investment Target is not a company:

(a) a company whose majority of Voting Rights Held by All of the Shareholders, etc. are held by the Same Investment Target (hereinafter referred to as a "Company Under Control of Same Investment Target" in this Article); or

(b) other company whose voting rights exceeding fifty percent of the Voting Rights Held by All of the Shareholders, etc. are held by the Same Investment Target and one or multiple company (companies) controlled by the Same Investment Target, or by one or multiple company (companies) controlled by the Same Investment Target (such other company shall exclude that which falls under a company listed in sub-item (a)).

(2) The provision of Article 2, paragraph (15) of the Act shall apply mutatis mutandis to Voting Rights held by persons prescribed in the items of the preceding paragraph or such persons' Voting Rights held, in cases where any of these provisions applies.

(3) For the purpose of the application of the provisions of the items of paragraph (1), a company listed in item (i), sub-item (g) of that paragraph and a company listed in item (ii), sub-item (b) of that paragraph shall be deemed to be a Company for Aggregation and a Company Under Control of Same Investment Target, respectively.

(Restrictions on Amount of Asset Investment Prescribed in Article 97-2, Paragraph (2) of Insurance Business Act)

Article 48-3 (1) The amount to be specified by Cabinet Office Ordinance as the amount of asset investment by an Insurance Company to the same person as referred to in Article 97-2, paragraph (2) of the Act shall be as follows:

(i) from among the total assets, the amount obtained by summing up the amounts of assets listed in the following sub-items (a) to (e) (if the assets are Available-for-Sale Securities, and when the sum of their amounts recorded in the balance sheet exceeds the sum of their book values, the sum of their book values) pertaining to investment to the same person:

(a) corporate bonds (excluding Short-Term Bonds (meaning Short-Term Bonds listed in Article 98, paragraph (6), item (i) of the Act and Short-Term Bonds listed in item (v) of that paragraph; the same shall apply in Article 53-2, paragraph (1), item (iv), Article 53-6-2, paragraph (2), item (iii), and Article 140-3, paragraph (1), item (i), sub-item (a))) and shares issued by the same person (including capital contributions);

(b) loans (excluding loans to be granted under policy conditions, call loans, and other loans specified by the Commissioner of the Financial Services Agency) and Securities loaned (excluding the portion equivalent to the amount of the collateral of Securities loaned secured by cash) to the same person;

(c) deposits (excluding current deposits and ordinary deposits) to the same person;

(d) guarantee of debts for the same person; and

(e) the amount calculated in accordance with the standard specified by the Commissioner of the Financial Services Agency as assets for investment pertaining to the Derivative Transactions with the same person;

(ii) in cases where a Accumulation Account is established, the amount obtained by summing up the amounts of Assets in Accumulation Account listed in sub-items (a) to (e) of the preceding item.

(2) The amount calculated in accordance with Cabinet Office Ordinance, as referred to in Article 97-2, paragraph (2) of the Act shall be the amount set forth in the following items, in accordance with the categories of the amounts of asset investment as respectively set forth therein; provided, however, that this shall not apply when approved by the Commissioner of the Financial Services Agency:

(i) the amount of asset investment prescribed in item (i) of the preceding paragraph: the following amount in accordance with the categories of the amounts of asset investment as respectively set forth in the following sub-items:

(a) the amount pertaining to investment to the Same Investment Target (excluding the amount listed in sub-item (c)): the amount calculated by multiplying the amount of the total assets by ten percent (with regard to loans prescribed in item (i), sub-item (b) of the preceding paragraph and guarantee of debts prescribed in sub-item (d) of that item (hereinafter referred to as "Loans, etc." in this Article and Article 48-5), the amount calculated by multiplying the amount of the total assets by three percent);

(b) the amount pertaining to investment to the same person (excluding the amount listed in sub-item (d)): the amount calculated by multiplying the amount of the total assets by ten percent (with regard to Loans, etc., the amount calculated by multiplying the amount of the total assets by three percent);

(c) the amount pertaining to investment to a Major Shareholder of the Insurance Company who holds voting rights not less than the Major Shareholder Threshold in said Insurance Company: the amount calculated by multiplying the amount of the total assets by six percent (with regard to Loans, etc., the amount calculated by multiplying the amount of the total assets by two percent); or

(d) in cases where the Major Shareholder of the Insurance Company who holds voting rights not less than the Major Shareholder Threshold in said Insurance Company is the Same Investment Target, the amount pertaining to investment to the same person related to the Major Shareholder of the Insurance Company: the amount calculated by multiplying the amount of the total assets by six percent (with regard to Loans, etc., the amount calculated by multiplying the amount of the total assets by two percent);

(ii) the amount of asset investment, in cases prescribed in item (ii) of the preceding paragraph: the following amount in accordance with the categories of the amounts of asset investment as respectively set forth in the following sub-items:

(a) the amount pertaining to investment to the Same Investment Target (excluding the amount listed in sub-item (c)): the amount calculated by multiplying the total amount of Assets in Accumulation Account by ten percent (with regard to assets specified by the Commissioner of the Financial Services Agency, the amount calculated by multiplying by ratios specified thereby);

(b) the amount pertaining to investment to the same person (excluding the amount listed in sub-item (d)): the amount calculated by multiplying the total amount of Assets in Accumulation Account by ten percent (with regard to assets specified by the Commissioner of the Financial Services Agency, the amount calculated by multiplying by ratios specified thereby);

(c) the amount pertaining to investment to a Major Shareholder of the Insurance Company who holds voting rights not less than the Major Shareholder Threshold in said Insurance Company: the amount calculated by multiplying the total amount of Assets in Accumulation Account by six percent (with regard to assets specified by the Commissioner of the Financial Services Agency, the amount calculated by multiplying by ratios specified thereby); or

(d) in cases where a Major Shareholder of the Insurance Company who holds voting rights not less than the Major Shareholder Threshold in said Insurance Company is the Same Investment Target, the amount pertaining to investment to the same person related to the Major Shareholder of the Insurance Company: the amount calculated by multiplying the total amount of Assets in Accumulation Account by six percent (with regard to assets specified by the Commissioner of the Financial Services Agency, the amount calculated by multiplying by ratios specified thereby).

(3) When an Insurance Company intends to obtain an approval set forth in the proviso to the preceding paragraph, it shall submit to the Commissioner of the Financial Services Agency a written application for approval, with a written statement of reasons and a document containing any other matters which would serve as reference information attached thereto.

(Persons Having Special Relationship with Insurance Company)

Article 48-4 A Person having a special relationship to be specified by Cabinet Office Ordinance, as referred to in Article 97-2, paragraph (3) of the Act shall be as follows:

(i) a Subsidiary Juridical Person, etc. (meaning a Subsidiary Juridical Person, etc. prescribed in Article 13-5-2, paragraph (3) of the Cabinet Order; the same shall apply hereinafter) of the Insurance Company; or

(ii) an Affiliated Juridical Person, etc. (meaning an Affiliated Juridical Person, etc. prescribed in Article 13-5-2, paragraph (4) of the Cabinet Order; the same shall apply hereinafter) of the Insurance Company.

(Restrictions on Amount of Asset Investment Prescribed in Article 97-2, Paragraph (3) of Insurance Business Act)

Article 48-5 (1) The amount to be specified by Cabinet Office Ordinance as the amount of asset investment by the Insurance Company and the Subsidiary Company, etc. (meaning a Subsidiary Company, etc. prescribed in the first sentence of Article 97-2, paragraph (3) of the Act; hereinafter the same shall apply in this Article and the following Article) or such amount by the Subsidiary Company, etc. to the same person, as referred to in Article 97-2, paragraph (3) of the Act shall be the amount obtained by summing up the amounts listed in the following items pertaining to investment to the Same Investment Target or the same person (hereinafter referred to as the "Grand Total Amount of Asset Investment" in this Article and the following Article):

(i) the amount of asset investment calculated pursuant to the provision of Article 48-3, paragraph (1), item (i), with regard to the Insurance Company; and

(ii) the amount of asset investment calculated pursuant to the provision of Article 48-3, paragraph (1), item (i), with regard to the Subsidiary Company, etc. of the Insurance Company.

(2) The amount calculated in accordance with Cabinet Office Ordinance, as referred to in Article 97-2, paragraph (3) of the Act shall be the amount set forth in the following items, in accordance with the categories of the amounts of asset investment as respectively set forth therein; provided, however, that this shall not apply when approved by the Commissioner of the Financial Services Agency:

(i) the Grand Total Amount of Asset Investment to the Same Investment Target (excluding the amount listed in item (iii)): the amount calculated by multiplying the sum of the amount of the total assets of the Insurance Company and the amount of equity capital of the Subsidiary Company, etc. (hereinafter referred to as the "Grand Total of Assets, etc." in this paragraph) by ten percent (with regard to Loans, etc., the amount calculated by multiplying the Grand Total of Assets, etc. by three percent);

(ii) the Grand Total Amount of Asset Investment to the same person (excluding the amount listed in item (iv)): the amount calculated by multiplying the Grand Total of Assets, etc. by ten percent (with regard to Loans, etc., the amount calculated by multiplying the Grand Total of Assets, etc. by three percent);

(iii) the Grand Total Amount of Asset Investment to a Major Shareholder of the Insurance Company who holds voting rights exceeding the Major Shareholder Threshold in said Insurance Company: the amount calculated by multiplying the Grand Total of Assets, etc. by six percent (with regard to Loans, etc., the amount calculated by multiplying the Grand Total of Assets, etc. by two percent); or

(iv) in cases where a Major Shareholder of the Insurance Company who holds voting rights exceeding the Major Shareholder Threshold in said Insurance Company is the Same Investment Target, the Grand Total Amount of Asset Investment to the same person related to the Major Shareholder of the Insurance Company: the amount calculated by multiplying the Grand Total of Assets, etc. by six percent (with regard to Loans, etc., the amount calculated by multiplying the Grand Total of Assets, etc. by two percent).

(3) When an Insurance Company intends to obtain an approval set forth in the proviso to the preceding paragraph, it shall submit to the Commissioner of the Financial Services Agency a written application for approval, with a written statement of reasons and a document containing any other matters which would serve as reference information attached thereto.

(Necessary Matters Concerning Application of Provision of Article 97-2, Paragraph (3) of Insurance Business Act)

Article 48-6 (1) The amount of asset investment by the Insurance Company and the Subsidiary Company, etc. or such amount by the Subsidiary Company, etc. to the same person, as referred to in Article 97-2, paragraph (3) of the Act shall be the amount that remains after deducting the Adjustment for the same person from the Grand Total Amount of Asset Investment.

(2) The Adjustment prescribed in the preceding paragraph shall be the portion of the loans for funds to be provided by the Subsidiary Company, etc. that is guaranteed by the Insurance Company or other Subsidiary Company, etc. or other amount specified by the Commissioner of the Financial Services Agency.

(3) The Grand Total of Assets, etc. prescribed in paragraph (2), item (i) of the preceding Article shall be the amount adjusted as necessary, as specified by the Commissioner of the Financial Services Agency.

(Prohibition of Acts in Evasion of Law by Way of Creation of Trusts)

Article 49 An Insurance Company may not evade restrictions under Articles 47, 48, 48-3, and 48-5 by way of creation of trusts on money, monetary claims, Securities, or real property, etc.

(Exception of Restrictions on Investment of Assets)

Article 50 An Insurance Company may, in cases where the method or the amount of asset investment contravenes restrictions under Articles 47, 48, 48-3, and 48-5 and the preceding Article, due to any fluctuations of the prices of the assets, the exercise of security interests, the substitute performance or any other reasons contrary to the Insurance Company's intention, continue to make asset investments by such method or in such amount. In this case, the Insurance Company shall gradually effect modification to the method and the amount of asset investment in accordance with the purport of Articles 47, 48, 48-3, and 48-5 and the preceding Article.

(Business Agency or Business Handling Service)

Article 51 Business agency service or business handling service to be specified by Cabinet Office Ordinance, as referred to in Article 98, paragraph (1), item (i) of the Act, shall be as follows:

(i) the following business handling services or other services pertaining to Insurance Business, for other Insurance Companies (including Foreign Insurers), Low-Cost, Short-Term Insurers, or shipowners mutual insurance associations (meaning shipowners mutual insurance associations prescribed in Article 2, paragraph (1) (Definition) of the Shipowners Mutual Insurance Association Act (Act No. 177 of 1950); the same shall apply hereinafter):

(a) preparation, delivery and receiving, etc. of documents concerning underwriting of insurance and other services;

(b) services for receiving Insurance Premiums and services for paying Insurance Money, etc.;

(c) investigation into insured events and other matters pertaining to insurance contracts; and

(d) education and management of persons soliciting insurance;

(ii) acting as an agent (including provision of an intermediary service; hereinafter the same shall apply in this Article, Articles 141 and 211-24) for the conclusion of insurance contracts or carrying out other services pertaining to Insurance Business including damage assessment on behalf of other Insurance Companies (including Foreign Insurers), Low-Cost, Short-Term Insurers, or shipowners mutual insurance associations, which is deemed reasonable to be carried out by an Insurance Company from the viewpoint of improving convenience of Policyholders, etc.;

(iii) the Bank Agency Service, etc. (meaning the Bank Agency Service prescribed in Article 2, paragraph (14) of the Banking Act (Act No. 59 of 1981); the Long Term Credit Bank Agency Service prescribed in Article 16-5, paragraph (2) of the Long Term Credit Bank Act; the Shinkin Bank Agency Service prescribed in Article 85-2, paragraph (2) of the Shinkin Bank Act (Act No. 238 of 1951); the Labor Bank Agency Service prescribed in Article 89-3, paragraph (2) of the Labor Bank Act (Act No. 227 of 1953); the Credit Cooperative Agency Service prescribed in Article 6-3, paragraph (2) of the Act on Financial Businesses by Cooperative (Act No. 183 of 1949); the Specific Credit Business Agency Service prescribed in Article 92-2, paragraph (2) of the Agricultural Cooperatives Act; the Specific Credit Business Agency Service prescribed in Article 121-2, paragraph (2) of the Fishery Cooperatives Act; and the Norinchukin Bank Agency Service prescribed in Article 95-2, paragraph (2) of the Norinchukin Bank Act (Act No. 93 of 2001; the same shall apply in Article 141, item (iii) and Article 234, paragraph (1), item (xviii));

(iii)-2 acting as an agent for the fund transfer business (meaning the fund transfer business defined in Article 2 (Definitions), paragraph (2) of the Act on Financial Settlement (Law No.59 of 2009); the same shall apply in Article 56-2, paragraph (2), item (xxxiv)-2-2) conducted by the fund transfer business operator (meaning the fund transfer business operator defined in Article 2, paragraph (3) of the same Act; the same shall apply in Article 56-2, paragraph (2), item (xxxiv)-2-2) or business handling service pertaining to such fund transfer business.

(iv) acting as an agent for the loan of funds or providing business handling service services pertaining to the loan of funds, on behalf of other Insurance Companies (including Foreign Insurers) or other persons engaged in financial business (excluding services falling under item (iii));

(v) business handling services concerning the depositing or withdrawal of money pertaining to the deposit or loan business to be conducted by a Bank, etc. (meaning a Bank, etc. prescribed in Article 275, paragraph (1), item (i) of the Act; the same shall apply in Article 53-3-3, Article 141, item (v), Part III, Chapter I, Article 234, and Article 234-27, paragraph (1), item (ii)) by the use of cash dispensers or automated teller machines (excluding services falling under item (iii));

(vi) acting as an agent for the conclusion of Investment Advisory Contracts (meaning Investment Advisory Contracts prescribed in Article 2, paragraph (8), item (xi) (Definitions) of the Financial Instruments and Exchange Act; the same shall apply in Article 141, item (vi)) or Discretionary Investment Contracts (meaning Discretionary Investment Contracts prescribed in item (xii), sub-item (b) of that paragraph; the same shall apply in Article 56-2, paragraph (2), item (xxvi) and Article 141, item (vi)) on behalf of a Financial Instruments Business Operator, etc. (meaning a Financial Instruments Business Operator, etc. prescribed in Article 34 (Obligation of Notification to Professional Investors) of the Financial Instruments and Exchange Act; the same shall apply in Article 52-21, item (iii) and Article 141, item (vi)); or business handling service pertaining to such contracts; and

(vii) acting as an agent for the following businesses on behalf of a Trust Company, etc., Foreign Trust Company (meaning a Foreign Trust Company prescribed in Article 2, paragraph (6) (Definitions) of the Trust Business Act; the same shall apply hereinafter), or Life Insurance Company, etc. Carrying Out Insurance Money Trust Business (such Insurance Money Trust Business shall mean that which is prescribed in Article 99, paragraph (3) of the Act, and such Life Insurance Company, etc. Carrying Out Insurance Money Trust Business shall mean that which is prescribed in Article 13-3 of the Cabinet Order; the same shall apply hereinafter), or business handling service for such businesses (excluding businesses falling under those prescribed in Article 99, paragraph (1) of the Act):

(a) the conclusion of Trust Contracts (excluding trust contracts pertaining to trusts prescribed in Article 3, item (i) (Businesses that Financial Institutions Cannot Conduct) of the Order for Enforcement of the Act on Engagement in Trust Business by a Financial Institution (Cabinet Order No. 31 of 1993) and in Article 3, paragraph (1), item (i) (Businesses that Financial Institutions Cannot Conduct) of the Ordinance for Enforcement of the Act on Engagement in Trust Business by a Financial Institution (Ordinance of the Ministry of Finance No. 16 of 1982); the same shall apply in Article 141, item (vii), sub-item (a)); and

(b) the conclusion of contracts to accept the entrustment of businesses listed in the items of Article 1, paragraph (1) (Approval of Provision of Trust Business) of the Act on Engagement in Trust Business by a Financial Institution (excluding businesses listed in the items of Article 3 of the Order for Enforcement of the Act on Engagement in Trust Business by a Financial Institution; the same shall apply in Article 141, item (vii), sub-item (b)).

(Application, etc. for Authorization on Business Agency or Business Handling Services)

Article 51-2 (1) When an Insurance Company intends to obtain approval set forth in Article 98, paragraph (2) of the Act, it shall submit to the Commissioner of the Financial Services Agency a written application for approval, with the following documents attached thereto:

(i) a written statement of reasons;

(ii) a document stating the details of the business or the services for which the Insurance Company provides business agency or business handling services as prescribed in Article 98, paragraph (1), item (i) of the Act (referred to as "Agency Business, etc." in the following paragraph and Article 141-2); and

(ii) a document containing any other matters which would serve as reference information.

(2) When an application for the authorization under the preceding paragraph is filed, the Commissioner of the Financial Services Agency shall examine whether the application conforms the following standards:

(i) that, judging from the status of maintenance of officers or employees having sufficient knowledge and experience concerning the Agency Business, etc., as well as the system for operating said Agency Business, etc., the Insurance Company that has made the application for the authorization is found to be able to perform said Agency Business, etc. in accurate, fair and efficient manner;

(ii) that, in cases where the Insurance Company conducts the Agency Business, etc. on behalf of other Insurance Companies (including Foreign Insurers; hereinafter the same shall apply in this Article), said Agency Business, etc. poses no risk of impeding fair and free competitions among Insurance Companies; and

(iii) that, in cases where the Insurance Company conducts the Agency Business, etc. on behalf of other Insurance Companies, Low-Cost, Short-Term Insurers or shipowners mutual insurance associations, said Agency Business, etc. poses no risk of impeding accurate, fair and effective performance of the businesses of those other Insurance Companies, Low-Cost, Short-Term Insurers or shipowners mutual insurance associations.

(Scope of Certificates Representing Monetary Claims)

Article 52 The certificates to be specified by Cabinet Office Ordinance, as referred to in Article 98, paragraph (1), item (iv) of the Act shall be as follows:

(i) certificates of negotiable deposits (meaning deposits for which a due date for withdrawal is provided and which is free from any special provisions on non-negotiability; the same shall apply in Article 53-2, paragraph (1), item (i));

(ii) commercial paper;

(iii) housing mortgage certificate;

(iv) certificates of beneficial interest in a loan credit trust;

(iv)-2 Mortgage Securities prescribed in Article 1, paragraph (1) of the Mortgage Securities Act (Act No. 15 of 1931);

(v) certificates of beneficial interest in commodities investment as prescribed in Article 2, paragraph (6) (Definitions) of the Act on Regulation of Business Pertaining to Commodity Investment (Act No. 66 of 1991);

(vi) securities or certificates issued by a foreign juridical person that indicate beneficial interest in a trust created on a loan credit of an operator of the Banking Business (meaning the Banking Business prescribed in Article 2, paragraph (2) (Definitions, etc.) of the Banking Act; the same shall apply hereinafter) or other person engaged in the loan of money in the course of trade, or other similar rights; or

(vii) securities or certificates that indicate the rights pertaining to transactions prescribed in Article 98, paragraph (1), item (vi) or (viii) of the Act.

(Securities Equivalent to Specified Company Bonds)

Article 52-2 The Securities to be specified by Cabinet Office Ordinance, as referred to in Article 98, paragraph (1), item (iv)-2 of the Act shall be Securities prescribed in Article 15-17, paragraph (1), item (ii) of the Order for Enforcement of the Financial Instruments and Exchange Act (Cabinet Order No. 321 of 1965) or in paragraph (3) of that Article (with regard to Securities prescribed in that paragraph, limited to those Securities that have the nature of those listed in Article 2, paragraph (1), item (iv) or (v) of the Financial Instruments and Exchange Act), for which the Assigned Assets prescribed in Article 40, item (i) of the Cabinet Office Ordinance on Financial Instruments Business, etc. (Cabinet Office Ordinance No. 52 of 2007) are nominative monetary claims or beneficial interest in a trust created on nominative monetary claims.

(Derivative Transactions)

Article 52-2-2 The Derivative Transactions to be specified by Cabinet Office Ordinance, as referred to in Article 98, paragraph (1), items (vi) and (vii) of the Act shall be Derivative Transactions prescribed in Article 2, paragraph (20) of the Financial Instruments and Exchange Act (excluding those Derivative Transactions for the purpose of investing assets, and also excluding those falling under the category of Transactions of Securities-Related Derivatives).

(Financial Derivative Transactions)

Article 52-3 (1) The equivalent transactions to be specified by Cabinet Office Ordinance, as referred to in Article 98, paragraph (1), item (viii) of the Act shall be as follows:

(i) transactions wherein the parties mutually agree to pay money for a certain quantity of commodities specified by said parties, based on the commodity prices agreed to by the parties , or any other similar transactions (limited to the following transactions; hereinafter referred to as "Commodity Derivatives Transactions"):

(a) transactions settled by way of delivery and receipt of the difference;

(b) sale and purchase transactions wherein the parties thereto undertake to give or receive commodities and the consideration therefor, that satisfy all the following requirements:

1. that the commodities pertaining to the sale and purchase transactions shall not be in possession of any of the parties after the settlement thereof is completed; and

2. that the parties bear no risks that may arise in the process of custody or transportation of the commodities pertaining to the sale and purchase transactions;

(ii) transactions wherein the parties mutually agree to pay money for a certain Carbon Dioxide Equivalent Quotas (meaning carbon dioxide equivalent quotas prescribed in Article 2, paragraph (6) (Definitions) of the Act on Promotion of Global Warming Countermeasures (Act No. 117 of 1998) or any other quotas similar thereto; the same shall apply hereinafter), the quantity of which are fixed by said parties, based on the quotation of the Carbon Dioxide Equivalent Quotas fixed by the parties, or other similar transactions similar thereto (limited to the following transactions):

(a) transactions settled by means of delivery or receipt of the difference;

(b) sale and purchase transactions wherein the parties thereto undertake to deliver or receive Carbon Dioxide Equivalent Quotas and the consideration therefor and the Carbon Dioxide Equivalent Quotas pertaining to the sale and purchase transactions shall not be in the possession of any of the parties after completion of the settlement thereof; or

(iii) transactions wherein the parties thereto undertake that one of the parties thereto grants the other party the right to effect a transaction listed in the preceding two items between the parties only by a unilateral manifestation of the other party's intention and that the other party pays the consideration for such right, or other similar transactions.

(2) The transactions, which are found unlikely to damage the soundness of management of an Insurance Company, to be specified by Cabinet Office Ordinance, as referred to in Article 98, paragraph (1), item (viii) of the Act shall be those set forth in the items of the preceding paragraph.

(3) The business to be specified by Cabinet Office Ordinance, as referred to in Article 98, paragraph (1), item (ix) of the Act shall be intermediary, brokerage or agency service of Over-the-Counter Commodity Futures Transactions prescribed in Article 349, paragraph (1) (Over-the-Counter Commodity Futures Transactions) of the Commodity Exchange Act (Act No. 239 of 1950).

(Business Incidental to Securities-Related Business)

Article 52-4 The business to be specified by Cabinet Office Ordinance, as referred to in Article 99, paragraph (1) of the Act shall be as follows:

(i) taking safe custody of beneficiary securities of investment trusts or foreign investment trusts specified in the Act on Investment Trust and Investment Corporations (hereinafter referred to as "Beneficiary Securities") or investment securities or foreign investment securities specified in that Act (hereinafter referred to as "Investment Securities");

(ii) acting as an agent for the business pertaining to the payment of profits, redemption, or surrender benefit related to Beneficiary Securities;

(iii) acting as an agent for the business pertaining to distribution of money, refund or residual assets related to Investment Securities;

(iv) acting as an agent for customers in connection with registration of transfers of Investment Securities;

(v) the conclusion of a Contract for Cumulative Investment prescribed in Article 35, paragraph (1), item (vii) of the Financial Instruments and Exchange Act, which pertain to Beneficiary Securities or Investment Securities; and

(vi) book-transfer services carried out as an account manager as set forth in Article 2, paragraph (4) of the Act on Transfer of Corporate Bonds, Shares, etc. (Act No. 75 of 2001).

(Acquisition, etc. of Carbon Dioxide Equivalent Quotas)

Article 52-4-2 The business to be specified by Cabinet Office Ordinance, as referred to in Article 99, paragraph (2), item (iv) of the Act, shall be services of conclusion of a contract on acquisition or transfer of Carbon Dioxide Equivalent Quotas or intermediary, brokerage, or agency service therefor.

(Application, etc. for Authorization on Conducting Securities-Related Business)

Article 52-5 (1) When an Insurance Company intends to obtain an authorization set forth in Article 99, paragraph (4) of the Act, it shall submit to the Commissioner of the Financial Services Agency a written application for approval, with the following documents attached thereto:

(i) a written statement of reasons;

(ii) a document stating the details and the method of the business for which the application for authorization is filed; and

(iii) a document containing any other matters which would serve as reference information.

(2) When an application for the approval under the preceding paragraph has been made, the Commissioner of the Financial Services Agency shall examine whether the application conforms the following standards:

(i) that the performance of the business pertaining to the application for authorization (hereinafter referred to as the "Business pertaining to Application" in this paragraph) by the Insurance Company that has made the application for approval (hereinafter referred to as the "Applicant Insurance Company" in this paragraph) poses no risk of impeding the performance of its business under Article 97, paragraph (1) or (2) of the Act;

(ii) that the Applicant Insurance Company holds a financial basis sufficient for performing the Business pertaining to Application in a sound and appropriate manner;

(iii) that, judging from the status of the Applicant Insurance Company's business operation and compliance with laws as of the time of the filing of the application for authorization and any other factors, the Applicant Insurance Company has no problem concerning its business management system; and

(iv) that, judgment from its personnel structure and other factors, the Applicant Insurance Company is deemed capable of performing the Business pertaining to Application in a proper, fair and effective manner.

(Application, etc. for Authorization on Accepting Entrustment of Public Offering or Management of Bonds)

Article 52-6 (1) When an Insurance Company intends to obtain an authorization set forth in Article 99, paragraph (5) of the Act, it shall submit to the Commissioner of the Financial Services Agency a written application for authorization, together with a written statement of reasons and a document containing any other matters which would serve as reference information.

(2) When an application for the authorization under the preceding paragraph is filed, the Commissioner of the Financial Services Agency shall examine whether the application conforms to the following standards:

(i) that the performance of the business pertaining to the application for authorization (hereinafter referred to as the "Business pertaining to Application" in this paragraph) by the Insurance Company that has made the application for authorization (hereinafter referred to as the "Applicant Insurance Company" in this paragraph) poses no risk of impeding the performance of its business under Article 97, paragraph (1) or (2) of the Act;

(ii) that the Applicant Insurance Company has a financial basis sufficient for the performance of the Business pertaining to Application in a sound and appropriate manner;

(iii) that, judging from the status of the Applicant Insurance Company's business operation and compliance with laws as of the time of filing the application for authorization, the Applicant Insurance Company has no problem concerning its business management system; and

(iv) that, judging from its personnel structure or any other factors, the Applicant Insurance Company is deemed capable of performing the Business pertaining to Application properly, fairly and effectively.

(Notification of Deposit for Operation, etc.)

Article 52-7 (1) A person who has completed making a deposit pursuant to the provision of Article 11, paragraph (1), (4) or (8) of the Trust Business Act, as applied mutatis mutandis pursuant to Article 99, paragraph (8) of the Act (including the cases where applied mutatis mutandis pursuant to Article 199 of the Act (including the cases where applied mutatis mutandis pursuant to Article 240, paragraph (1) of the Act; the same shall apply hereinafter)), shall submit to the Commissioner of the Financial Services Agency a written notification of deposit prepared in accordance with Appended Form No. 8, attaching the original of the certificate of deposit relevant to such deposit.

(2) In cases where a Life Insurance Company, etc. Carrying Out Insurance Money Trust Business intends to replace the items already deposited, it shall, after having completed the new deposit of the replacement items, submit to the Commissioner of the Financial Services Agency a written notification stating to that effect, attaching the original of the certificate of deposit relevant to the replacement deposit.

(3) When the Commissioner of the Financial Services Agency has received the original of the deposit certificate set forth in the preceding two paragraphs, he/she shall deliver a custody certificate to the depositor.

(Notification of Conclusion, etc. of Contracts to be Substituted for Deposit for Operation)

Article 52-8 (1) When any Life Insurance Company, etc. Carrying Out Insurance Money Trust Business has concluded a contract under Article 11, paragraph (3) of the Trust Business Act as applied mutatis mutandis pursuant to Article 99, paragraph (8) of the Act (including cases where it has effected any amendment to the terms of such contracts upon the approval of the Commissioner of the Financial Services Agency), it shall notify the Commissioner of the Financial Services Agency to that effect by submitting the written notification of the conclusion of a guarantee contract prepared in accordance with Appended Form No. 8-2, with the copy of the contract attached thereto, and shall present the original of the contract.

(2) When a Life Insurance Company, etc. Carrying Out Insurance Money Trust Business intends to effect any amendment or the cancellation of the contract concluded in place of a deposit for operation, it shall file an application for approval thereon with the Commissioner of the Financial Services Agency, by submitting a written application for approval on amendment of guarantee contract prepared in accordance with Appended Form No. 8-3 or a written application for approval of the cancellation of a guarantee contract prepared in accordance with Appended Form No. 8-4.

(3) When the application for approval under the preceding paragraph is filed, the Commissioner of the Financial Services Agency shall examine whether it is unlikely that the protection of the investor would be prejudiced if the Life Insurance Company, etc. Carrying Out Insurance Money Trust Business which has filed the application for approval has effected any amendment or cancellation of the contract in replacement of the deposit for operation.

(4) When a Life Insurance Company, etc. Carrying Out Insurance Money Trust Business has effected any amendment or cancellation of the contract to be substituted for deposit for operation with the approval granted by the Commissioner of the Financial Services Agency, it shall notify the Commissioner of the Financial Services Agency to that effect by submitting a written notification of amendment to guarantee contract prepared in accordance with Appended Form No. 8-5 attaching the copy of the amended contract, or by submitting a written notification of the cancellation of a guarantee contract prepared in accordance with Appended Form No. 8-6 attaching a document certifying the fact of the cancellation of the contract; and in addition, in the case of effecting the amendment to the contract, the Life Insurance Company, etc. Carrying Out Insurance Money Trust Business shall present the original of the amended contract.

(Counterparties to Contracts in Replacement of Deposit for Operation)

Article 52-8-2 The financial institutions to be specified by Cabinet Office Ordinance, as referred to in Article 13-3 of the Cabinet Order, shall be as follows:

(i) a Life Insurance Company (including a Foreign Life Insurance Company, etc. and an Underwriting Member of a party licensed under Article 219, paragraph (4) of the Act (meaning the Underwriting Member as defined in paragraph (1) of that Article; the same shall apply hereinafter));

(ii) a Non-Life Insurance Company (including a Foreign Non-Life Insurance Company, etc. and an Underwriting Member of a party licensed under Article 219, paragraph (5) of the Act);

(iii) the Long Term Credit Bank as defined in Article 2 (Definitions) of the Long Term Credit Bank Act (hereinafter referred to as the "Long Term Credit Bank");

(iv) a cooperative structured financial institution as defined in Article 2, paragraph (1) (Definitions) the Act on Preferred Equity Investment by Cooperative Structured Financial Institutions (Act No. 44 of 1993); and

(v) The Shoko Chukin Bank Limited

(Starting Day for Counting Time Limit for Additional Deposit for Operation)

Article 52-9 The day to be specified by Cabinet Office Ordinance, as referred to in Article 11, paragraph (8) of the Trust Business Act, as applied mutatis mutandis pursuant to Article 99, paragraph (8) of the Act, shall be the day specified in the following items, in accordance with the grounds for the accrual of deficiency in the amount of the deposit for operation respectively set forth therein:

(i) in cases where the Life Insurance Company, etc. Carrying Out Insurance Money Trust Business has effected any amendment to the terms of the contract under Article 11, paragraph (3) of the Trust Business Act as applied mutatis mutandis pursuant to Article 99, paragraph (8) of the Act (hereinafter referred to as the "Contract" in this and the following item) with an approval under Article 13-3, item (iii) of the Cabinet Order (hereinafter referred to as the "Approval" in the following item), as a result of which the amount of deposit for operation deposited as set forth in Article 11, paragraph (10) of the Trust Business Act as applied mutatis mutandis pursuant to Article 99, paragraph (8) of the Act (including the Contract Amount set forth in paragraph (3) of that Article) falls short of the amount set forth in Article 13-12 of the Cabinet Order: the day of the amendment to the Contract term;

(ii) in cases where the Life Insurance Company, etc. Carrying Out Insurance Money Trust Business has cancelled the Contract with the Approval: the day of the cancellation of the Contract;

(iii) in cases where the procedures for execution of the right as set forth in Article 13-4 of the Cabinet Order was implemented: the day when the Life Insurance Company, etc. Carrying Out Insurance Money Trust Business has received a copy of the payment consignment letter sent pursuant to the provision of Article 11, paragraph (3) of the Ordinance on Deposit for Operation of Insurance Companies, etc. (Ordinance of the Cabinet Office and the Ministry of Justice No. 3 of 2004); or

(iv) in cases where, for the purpose of implementing procedures for the execution of the rights as set forth in Article 13-4 of the Cabinet Order, the Commissioner of the Financial Services Agency has realized the deposited Securities (including the book-entry transfer bond set forth in Article 278, paragraph (1) of the Act on Transfer of Corporate Bonds, Shares, etc.), and where he/she has deposited the realized amount less the realization costs: the day on which the Life Insurance Company, etc. Carrying Out Insurance Money Trust Business has received a notice of deposit under Article 12, paragraph (4) of the Ordinance on Deposit for Operation of Insurance Companies, etc.

(Types of Securities Which May Deposited in Replacement of Deposit for Operation)

Article 52-10 The Securities to be specified by Cabinet Office Ordinance, as referred to in Article 11, paragraph (9) of the Trust Business Act, as applied mutatis mutandis pursuant to Article 99, paragraph (8) of the Act, shall be as follows:

(i) national government bond securities (including the national government bond securities, the attribution to which are determined in accordance with the statement or record contained in the book-entry transfer account book as referred to in the Act on Transfer of Corporate Bonds, Shares, etc.,; hereinafter the same shall apply in this Article);

(ii) municipal bond securities;

(iii) Government Guaranteed Bond Certificates (meaning corporate bonds or any other bond certificates, for which the government guarantees redemption of principal and interest payments; the same shall apply in paragraph (1) of the following Article); and

(iv) corporate bond certificates and any other bond certificates (excluding registered bond certificates, short-term corporate bonds, etc. and the bond certificates as set forth in the preceding three items), which are approved by the Commissioner of the Financial Services Agency to be submitted instead of payment the Deposit for Operation.

(Value of Securities Which May be Substituted for Deposit for Operation)

Article 52-11 (1) The value of the Securities in cases where such Securities are to be submitted instead of Deposit for Operation pursuant to the provision of Article 11, paragraph (9) of the Trust Business Act as applied mutatis mutandis pursuant to Article 99, paragraph (8) of the Act shall be the amount specified in the following items, in accordance with the categories of the Securities respectively set forth therein:

(i) national government bond securities: the par value thereof (in cases where the attribution of the right pertaining to such Securities is to be determined in accordance with the statement or record contained in the book-entry transfer account book as referred to in the Act on Transfer of Corporate Bonds, Shares, etc., the amount stated or recorded in the book-entry transfer account book; hereinafter the same shall apply in this Article);

(ii) municipal government bond securities: the amount calculated by discounting the par value of 100 yen to 90 yen;

(iii) Government Guaranteed Bond Certificates: the amount calculated by discounting the par value of 100 yen to 95 yen;

(iv) the corporate bond certificates and any other bond certificates Securities specified in item (iv) of the preceding Article: the amount calculated by discounting the par value of 100 yen to 80 yen.

(2) With regard to the Securities issued by way of discounting, the issue value thereof plus the amount calculated in accordance with the following formula shall be deemed to be the par value thereof, and the provision of the preceding paragraph shall apply.

((par value - issue value) ÷ the number of years falling on the period from the issue date to the maturity date) × the number of years falling on the period from the issue date to the deposit date

(3) For the purpose of calculation in accordance with the formula set forth in the preceding paragraph, if any fraction of less than one year arises with regard to the number of years from the issue date and the maturity date and the number of years falling on the period from the issue date to the deposit date, or if any fraction of less than one yen arises with regard to the amount obtained by dividing the difference between par value and issue value by the number of years falling on the period from the issue date to the maturity date, such fraction shall be truncated.

(Exclusion from Application of Entrustment of Insurance Money Trust Business)

Article 52-12 The business and acts to be specified by Cabinet Office Ordinance, as referred to in Article 22, paragraph (3), item (iii) of the Trust Business Act as applied mutatis mutandis pursuant to Article 99, paragraph (8) of the Act shall be as follows:

(i) in cases where the act of trust provides that the Life Insurance Company, etc. Carrying Out Insurance Money Trust Business shall, only upon the instruction from the settlors or beneficiaries (including any person delegated by the settlors or beneficiaries the authority to give instruction), conduct the business of disposition of the trust property or other acts as may be necessary for achieving the purpose of the trust, said business;

(ii) in cases where the act of trust provides that the consignee of the trust business shall, only upon the instructions from the Life Insurance Company, etc. Carrying Out Insurance Money Trust Business (including any person delegated by the Life Insurance Company, etc. Carrying Out Insurance Money Trust Business the authority to give instructions), conduct the business of the disposition of the trust property consigned or other acts as may be necessary for achieving the purpose of the trust, said business; and

(iii) acts that have auxiliary functions for the performance of the business conducted by the Life Insurance Company, etc. Carrying Out Insurance Money Trust Business.

(Parties Closely Related to Life Insurance Company, etc. Carrying Out Insurance Money Trust Business)

Article 52-12-2 (1) The companies to be specified by Cabinet Office Ordinance as referred to in Article 13-5-2, paragraph (3) of the Cabinet Order shall be the following Juridical Person, etc. (meaning a Juridical Person, etc. prescribed in that paragraph; the same shall apply hereinafter); provided, however, that this shall not apply to the case where the company is found as obviously not having control over the Decision-Making Body (meaning the Decision-Making Body specified in that paragraph; the same shall apply in this paragraph) of other Juridical Person, etc., in terms of the financial, operational or business relationship therewith.

(i) a Juridical Person, etc. which, on its own account, owns the majority of voting rights in another Juridical Person, etc. (excluding another Juridical Person, etc. which has been subject to an order for the commencement of bankruptcy proceedings, an order for the commencement of rehabilitation proceedings or an order for the commencement of corporate reorganization proceedings or any other Juridical Person, etc. equivalent thereto, regarding which no effective parent-subsidiary relationship is found to exist; hereinafter the same shall apply in this paragraph);

(ii) a Juridical Person, etc. which, on its own account, owns not less than forty percent but not more than fifty percent of the voting rights in another Juridical Person, etc., and which falls under any of the following requirements:

(a) that the majority of the voting rights in such other Juridical Person, etc. is constituted by the voting rights owned by the Juridical Person, etc. on its own account as well as the voting rights held by any party having a close relationship with the Juridical Person, etc. in terms of equity contribution, personnel affairs, funding, technology, business transactions, etc. and therefore is likely to exercise its voting rights in concert with the intention of the Juridical Person, etc. and any party having consented to exercise the voting rights in concert with the intention of the Juridical Person, etc.;

(b) that the majority of the members of the board of directors or any other organ equivalent thereto of such other Juridical Person, etc. is constituted by the officers, employees or executive members of the Juridical Person, etc. or persons formerly in such positions, who may exert his/her influence on such other Juridical Person, etc. in making decision on its financial policies and operational or business policies;

(c) that the Juridical Person, etc. and such other Juridical Person, etc. has entered into a contract or the like, which provides that the first-mentioned Juridical Person, etc. shall take control over significant decision on any important financial, operational or business policies of such other Juridical Person, etc.;

(d) that the Juridical Person, etc. has financed (including a provision of a guarantee of obligation and provision of collaterals; hereinafter the same shall apply in this Article) more than half of the total amount of funds procured by such other Juridical Person, etc. (limited to the amount recorded in the liabilities section of the balance sheet) (including the cases where more than half of the total amount of the funds procured by such other Juridical Person, etc. is financed by the Juridical Person, etc. and the amount financed by a person with a close relationship with the Juridical Person, etc. in terms of equity, personnel affairs, funding, technology, business transactions, etc.); or

(e) that there exists any other fact inferring that the Juridical Person, etc. controls the Decision-Making Body of such other Juridical Person, etc.

(iii) the Juridical Person, etc. which falls under any of the requirements specified in sub-items (b) to (e) inclusive of the preceding item, in the case where the majority of the voting rights in another Juridical Person, etc. is constituted by the voting rights owned by the Juridical Person, etc. on its own account as well as the voting rights owned by any party having a close relationship with the Juridical Person, etc. in terms of equity, personnel affairs, funding, technology, business transactions, etc. and therefore is likely to exercise its voting rights in concert with the intention of the Juridical Person, etc. and any party having consented to exercise the voting rights in concert with the intention of the Juridical Person, etc. (including the case where the Juridical Person, etc. does not own voting rights on its own account).

(2) The companies to be specified by Cabinet Office Ordinance as referred to in Article 13-5-2, paragraph (4) of the Cabinet Order shall be the following companies, etc.; provided, however, that this shall not apply to the case where the Juridical Person, etc. (including its Subsidiary Juridical Person, etc.) is found as obviously unable to exert any material influence on decision-making on operational business policies of other Juridical Person, etc. excluding the Subsidiary Juridical Person, etc., in terms of the financial, operational or business relationship therewith.

(i) the other Juridical Person, etc. except for a Subsidiary Juridical Person, etc., in cases where a Juridical Person, etc. (including a Subsidiary Juridical Person, etc. of such Juridical Person, etc.) owns, on its own account, twenty percent or more of the voting rights in such other Juridical Person, etc. except for a Subsidiary Juridical Person, etc. (excluding another Juridical Person, etc. except for a Subsidiary Juridical Person, etc. which has been subject to an order for the commencement of bankruptcy proceedings, order for the commencement of rehabilitation proceedings or order for the commencement of corporate reorganization proceedings, or another Juridical Person, etc. except for a Subsidiary Juridical Person, etc. equivalent thereto, in which case the Juridical Person, etc. is found as unable to exert any material influence on the decision on the financial policies and operational or business policies; hereinafter the same shall apply in this paragraph);

(ii) the other Juridical Person, etc. except for a Subsidiary Juridical Person, etc. which falls under any of the following requirements, in which case the Juridical Person, etc. (including a Subsidiary Juridical Person, etc. of such Juridical Person, etc.) owns, on its own account, fifteen percent or more but less than twenty percent of the voting rights in another Juridical Person, etc. except for a Subsidiary Juridical Person, etc.:

(a) that any officers, employees or executive members of the Juridical Person, etc. or any person formerly in such a position, in which case the Juridical Person, etc. can exert its influence on decision of its financial policies and operational or business policies, has assumed the position of its representative director, officer or any other position equivalent thereto;

(b) that any important loan has been extended from the Juridical Person, etc.;

(c) that any important technology is furnished from the Juridical Person, etc.;

(d) that any important operational or business transactions such as distribution or supply have been entered into with the Juridical Person, etc.; or

(e) that there exists any other fact inferring that the Juridical Person, etc. can exert its material influence on the decision on its financial, operational or business policies;

(iii) the other Juridical Person, etc. except for a Subsidiary Juridical Person, etc. which falls under any of the requirements listed in sub-items (a) to (e) inclusive of the preceding item, in the case where twenty percent or more of the voting rights in such other Company except for a Subsidiary Juridical Person, etc. is constituted by the voting rights held by the Juridical Person, etc. (including a Subsidiary Juridical Person, etc. of such Juridical Person, etc.) on its own account as well as the voting rights owned by any person having a close relationship with the Juridical Person, etc. in terms of equity, personnel affairs, funding, technology, business transactions, etc. and therefore is likely to exercise the voting rights in concert with the intention of the Juridical Person, etc. and the voting rights owned by any person having consented to exercise the voting rights in concert with the intention of the Juridical Person, etc. (including the case where the Juridical Person, etc. does not hold voting rights on its own account).

(3) Notwithstanding the provision of paragraph (1), with regard to a Special Purpose Company, if the purpose of the incorporation thereof is to entitle the owners of the securities it issues (including the creditors of the specific purpose borrowing defined in Article 2, paragraph (12) (Definitions) of the Act on Securitization of Assets) to receive the profit generating from assets that have been transferred to said Special Purpose Company at a fair value, and if the business thereof is properly implemented in compliance with such purpose, such Special Purpose Company shall be regarded as being independent of its equity investors and the companies, etc. which transferred the assets to it (hereinafter referred to as the "Equity Investors, etc." in this paragraph), and shall be presumed not to fall under the category of a Subsidiary Juridical Person, etc. of the Equity Investors, etc.

(4) The provision of Article 13-5-2, paragraph (6) of the Cabinet Order shall apply mutatis mutandis to the voting rights referred to in the items of paragraphs (1) and (2), in cases where the provision of Article 23, paragraph (2) (Liability of a Trust Company Pertaining to Entrustment of Trust Business) and Article 29, paragraph (2), item (i) (Rules for Acts Pertaining to Trust Property) of the Trust Business Act as applied mutatis mutandis pursuant to Article 99, paragraph (8) of the Act.

(Rules for Acts Pertaining to Acceptance of Trust)

Article 52-13 The acts to be specified by Cabinet Office Ordinance, as referred to in Article 24, paragraph (1), item (v) of the Trust Business Act as applied mutatis mutandis pursuant to Article 99, paragraph (8) of the Act shall be as follows:

(i) to notify of, or to represent to, the Settlor any misleading information as to any important matters concerning a trust contract, which would give impact on such Settlor's judgment;

(ii) to conclude a trust contract as a condition precedent to extending credit by itself or its Interested Parties (meaning the Interested Parties as set forth in Article 29, paragraph (2), item (i) of the Trust Business Act as applied mutatis mutandis pursuant to Article 99, paragraph (8) of the Act; hereinafter the same shall apply in this item, and also in Article 52-24, paragraph (2), item (iv) and paragraph (4) of that Article), or to otherwise conclude a trust contract by taking advantage of the dominant business position the party itself or its Interested Parties in an unfair manner; and

(iii) any other activities in violation of laws and regulations.

(Specific Trust Agreement)

Article 52-13-2 The contracts to be specified by Cabinet Office Ordinance, as referred to in Article 24-2 of the Trust Business Act as applied mutatis mutandis pursuant to Article 99, paragraph (8) of the Act shall be the trust contract as defined in Article 30-2, paragraph (1) of the Order for Enforcement of the Trust Business Act (Cabinet Office Ordinance No. 107 of 2004).

(Types of Contracts)

Article 52-13-3 The types of contracts to be specified by Cabinet Office Ordinance, as referred to in Article 34 of the Financial Instruments and Exchange Act as applied mutatis mutandis pursuant to Article 24-2 of the Trust Business Act as further applied mutatis mutandis pursuant to Article 99, paragraph (8) of the Act (hereinafter referred to as the "Financial Instruments and Exchange Act as Applied Mutatis Mutandis" in Article 52-13-5 to Article 52-13-24 inclusive) shall be a Specific Trust Agreement (meaning a Specific Trust Agreement as set forth in Article 24-2 of the Trust Business Act as applied mutatis mutandis pursuant to Article 99, paragraph (8) of the Act; hereinafter the same shall apply in Article 52-13-7-2 to Article 52-13-24 inclusive (excluding Article 52-13-12, item (ii), sub-item (e)).

Article 52-13-4 Deleted

(Matters to be Stated in Documents to be Delivered to Professional Investors Who Made Request)

Article 52-13-5 The matters to be specified by Cabinet Office Ordinance, as referred to in Article 34-2, paragraph (3), item (iv) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis, shall be that the Applicant (meaning the Applicant prescribed in the same paragraph) shall be treated as a Customer other than a Professional Investor (meaning a Professional Investor as defined in Article 2 (Definitions), paragraph (31) of the Financial Instruments and Exchange Act; the same shall apply hereinafter) with regard to the Subject Contract (meaning the Subject Contract prescribed in Article 34-2, paragraph (2) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis; the same shall apply in Article 52-13-7-2), only by the Life Insurance Company, etc. Carrying Out Insurance Money Trust Business which has given an approval pursuant to the provision of Article 34-2, paragraph (2) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis.

(Provision by Use of Information and Communications Technology)

Article 52-13-6 (1) The methods to be specified by Cabinet Office Ordinance, as referred to in Article 34-2, paragraph (4) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis (including the cases where applied mutatis mutandis pursuant to Article 34-3, paragraph (12) (including the case where applied mutatis mutandis pursuant to Article 34-4, paragraph (6) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis), Article 34-4, paragraph (3) and Article 37-3, paragraph (2) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis; hereinafter the same shall apply in this Article), shall be the following methods:

(i) the methods using an Electronic Data Processing System, as set forth by the following items:

(a) to transmit information required to be stated in a document (hereinafter referred to as the "Information" in this Article) via telecommunications line connecting the computers used by a Life Insurance Company, etc. Carrying Out Insurance Money Trust Business (including a party which, under the contract with a Life Insurance Company, etc. Carrying Out Insurance Money Trust Business which is the provider of information set forth in Article 34-2, paragraph (4) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis, stores files onto a computer it manages, and make such files accessible to the recipient party (hereinafter referred to as the "Customers" in this Article) or to such Financial Instruments Business Operator, etc.; hereinafter the same shall apply in this Article) and the computers used by the Customers, etc. (meaning a Customer, as well as a party which, under a contract with the Customer, stores the Customer File (meaning the file solely intended for the use by the Customers; hereinafter the same shall apply in this Article) onto a computer it manages; hereinafter the same shall apply in this Article), and to record the Information into the Customer File stored onto the computer used by the Customers, etc. (in cases where the Applicant acknowledges the provision of information by the method specified in that paragraph or where the Applicant notifies that he/she refuses to information by such means, the method whereby such acknowledgment or notice is recorded into a file stored on the computer used by the Life Insurance Company, etc. Carrying Out Insurance Money Trust Business which is the provider of the information set forth in that paragraph);

(b) to make the Information recorded into the files stored on a computer used by a Life Insurance Company, etc. Carrying Out Insurance Money Trust Business available for a Customer's inspection via telecommunications line, and to record the Information into the relevant Customer's Customer File stored on the computer used by such Customer, etc. (or, in cases where the Applicant consents to the provision of information by the method specified in Article 34-2, paragraph (4) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis, or where the Applicant notifies to the effect that he/she refuses to receive information by such means, to record such consent or notice into a file stored on the computer used by the Life Insurance Company, etc. Carrying Out Insurance Money Trust Business);

(c) to make the Information recorded into the Customer Files stored on the computer used by a Life Insurance Company, etc. Carrying Out Insurance Money Trust Business available for a Customer's inspection via telecommunications line; and

(d) to make the Information recorded into the Inspection File (meaning a file stored on a computer used by a Life Insurance Company, etc. Carrying Out Insurance Money Trust Business with which to record the Information for the purpose of making them accessible by multiple Customers at the same time; hereinafter the same shall apply in this Article) available for a Customer's inspection via telecommunications line;

(ii) to deliver the file storing the Information, which shall be prepared with any object enabling secure storage of certain information through magnetic disks, CD-ROMs or any other means equivalent thereto.

(2) The methods as referred to the items of the preceding paragraph shall be in conformity with the following requirements:

(i) that the method enables a Customer to prepare a document by way of outputting information recorded into the Customer File or Inspection File;

(ii) with regard to the method listed in sub-item (a), (c) or (d) of item (i) of the preceding paragraph (excluding the method to record the Information into the Customer File stored on a computer used by a Customer), that the Customer shall be informed of the fact that the Information will be or have been recorded into the Customer File or the Inspection File; provided, however, that this shall not apply to the cases where the Customer is confirmed as having inspected the Information;

(iii) with regard to the method listed in sub-item (c) or (d) of item (i) of the preceding paragraph, that the following matters cannot be deleted or altered for the period until the fifth anniversary of the last date of consummation of the transaction referred to in the Information (if any complaint on the Information has been raised within the period before the expiration date of such period, for the period until either the expiration date of such period or the day when such complaint was resolved, whichever comes later); provided, however, that the Information may be deleted in cases where the Information offered for inspection are delivered in writing, where such Information are provided by the methods listed in sub-item (a) or (b) of item (i) of the preceding paragraph or in item (ii) of the preceding paragraph with the Customer's consent (meaning consent given by the method specified in Article 15-22 of the Cabinet Order), or where the Customer has instructed the deletion of the Information:

(a) with regard to the method specified in sub-item (c) of item (i) of the preceding paragraph, the Information recorded in the Customer File; and

(b) with regard to the method specified in sub-item (d) of item (i) of the preceding paragraph, the Information recorded in the Inspection File;

(iv) with regard to the method specified in sub-item (d) of item (i) of the preceding paragraph, that it conforms to the following requirements:

(a) that information necessary for a Customer's inspection of the Inspection File is recorded into the Customer File; and

(b) that, before the elapse of the period set forth in the preceding item, the Customer File recording the information necessary for the Customer's inspection of the Inspection File as set forth in sub-item (a) and such Inspection File shall be kept connectible via telecommunications line; provided, however, that this shall not apply to the cases where the Customer who has been given access to the files has notified to the effect that such connectibility need not be maintained.

(3) The term "Electronic Data Processing System" as used in item (i) of paragraph (1) means an electronic data processing system connecting a computer used by a Life Insurance Company, etc. Carrying Out Insurance Money Trust Business and a computer storing Customer Files used by a Customer, etc. or Life Insurance Company, etc. Carrying Out Insurance Money Trust Business, via telecommunications line.

(Types and Contents of Electromagnetic Means)

Article 52-13-7 The types and contents of the methods to be specified as set forth in Article 13-5-3, paragraph (1) and Article 13-5-4, paragraph (1) of the Cabinet Order shall be as follows:

(i) the methods listed in the items of paragraph (1) of the preceding Article or the items of Article 52-13-7-3, paragraph (1), which are to be used by the Life Insurance Company, etc. Carrying Out Insurance Money Trust Business; and

(ii) the format for recording information into a file.

(Matters to be Stated in Document Indicating Consent by Applicant for Reinstatement as a Professional Investor)

Article 52-13-7-2 The matters to be specified by a Cabinet Office Ordinance as referred to in Article 34-2, paragraph (11) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis shall be those listed in the following items:

(i) the day on which the acceptance under Article 34-2, paragraph (11) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis shall be given (such date shall be referred to as "Date of Acceptance" in items (iv) and (v));

(ii) the fact that the Subject Contract is a Specific Trust Agreement;

(iii) the fact that the Applicant for Reinstatement (meaning the Applicant for Reinstatement prescribed in Article 34-2, paragraph (11) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis; the same shall apply in this Article) understands the facts listed in the following sub-items;

(a) the fact that the provisions listed in the items (excluding the items (iii) and (iv)) of Article 45 of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis shall not apply to the cases where the Applicant for Reinstatement falls under any of the persons respectively set forth in such items with regard to the Subject Contract (excluding the case prescribed in the proviso of the same Article);

(b) the risk of insufficient protection involved in a case where a person who, in light of his/her knowledge, experience and state of property, is deemed inappropriate to be treated as a Professional Investor with regard to Subject Contracts is treated as a Professional Investor;

(iv) a statement to the effect that the Applicant for Reinstatement is to be treated once again as a Professional Investor when soliciting him/her to conclude, or concluding with him/her, the Subject Contract on or after the Date of Acceptance; and

(v) the fact that the Applicant for Reinstatement may submit a request pursuant to Article 34-2, paragraph (1) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis, at any time on or after the Date of Acceptance.

(Obtaining Consent by Use of Information and Communication Technology)

Article 52-13-7-3 (1) The methods to be specified by a Cabinet Office Ordinance, as referred to in Article 34-2, paragraph (12) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis (including the cases where applied mutatis mutandis pursuant to Article 34-3, paragraph (3) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis (including the cases where applied mutatis mutandis pursuant to Article 34-4, paragraph (6) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis)); hereinafter the same shall apply in this Article), shall be as follows:

(i) the methods using an Electronic Data Processing System, as listed in the following:

(a) to transmit information via telecommunications line connected between a computer used by a Life Insurance Company, etc. Carrying Out Insurance Money Trust Business and that used by the other party from whom it seeks consent pursuant to Article 34-2, paragraph (12) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis (hereinafter referred to as the "Customer" in this Article), and to record such information in a file stored on a computer used by the recipient; and

(b) to make information related to the Customer's consent recorded into a file stored on a computer used by a Life Insurance Company, etc. Carrying Out Insurance Money Trust Business available for the Customer's inspection via telecommunications line, and to record information related to the Customer's consent into a file stored on a computer used by such Life Insurance Company, etc. Carrying Out Insurance Money Trust Business

(ii) to obtain the file storing the Information related to the consent, which shall be prepared with any object enabling secure storage of certain information through magnetic disks, CD-ROMs or any other means equivalent thereto.

(2) The methods listed in the items of the preceding paragraph shall be the methods enabling a Life Insurance Company, etc. Carrying Out Insurance Money Trust Business to prepare a document by way of outputting the information recorded into the file.

(3) The term "Electronic Data Processing System" as used in item (i) of paragraph (1) means an electronic data processing system connecting a computer used by a Life Insurance Company, etc. Carrying Out Insurance Money Trust Business and a computer used by a Customer, via telecommunications line.

(Expiration Date When Juridical Person Which is Customer Other Than Professional Investor is Deemed to be Professional Investor)

Article 52-13-8 (1) The case to be specified by a Cabinet Office Ordinance as referred to in Article 34-3, paragraph (2) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis shall be the case where a Life Insurance Company, etc. Carrying Out Insurance Money Trust Business has designated a certain date and publicized the following matters by posting them at a place easily accessible to the public at its business office or any other office, or by any other appropriate means:

(i) such designated date; and

(ii) to the effect that the day set forth in the following paragraph shall be the Expiration Date (meaning the Expiration Date set forth in Article 34-3, paragraph (2), item (ii) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis; the same shall apply in paragraph (2), item (i) of the following Article and Article 52-13-10).

(2) The date to be specified by a Cabinet Office Ordinance as referred to in Article 34-3, paragraph (2) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis shall be the date designated by the Life Insurance Company, etc. Carrying Out Insurance Money Trust Business pursuant to the provision of the preceding paragraph, which shall be the latest of the days prior to the first anniversary of the Date of Acceptance (meaning the Date of Acceptance prescribed in Article 34-3, paragraph (2), item (i); the same shall apply in paragraph (2), item (iii) of the following Article and Article 52-13-10).

(Matters to be Specified in Documents Indicating Consent by Juridical Person Which is Customer Other Than Professional Investors that Made Request)

Article 52-13-9 (1) The matters to be specified by a Cabinet Office Ordinance as referred to in Article 34-3, paragraph (2), item (iv), sub-item (a) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis shall be the fact that the provisions listed in the items (excluding the items (iii) and (iv)) of Article 45 of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis shall not apply to the cases where the Applicant (meaning the Applicant prescribed in Article 34-3, paragraph (2) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis; the same shall apply in the following paragraph) falls under any of the persons respectively set forth in such items with regard to the Subject Contract (meaning the Subject Contract prescribed in Article 34-3, paragraph (2), item (ii) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis; the same shall apply in the following paragraph and Article 52-13-10-2).

(2) The matters to be specified by a Cabinet Office Ordinance as referred to in Article 34-3, paragraph (2), item (vii) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis shall be as follows:

(i) that, in regard to any act related to the Subject Contract concluded on or prior to the Expiration Date, which is to be conducted pursuant to the provisions of laws and regulations or the contract, the Applicant shall be treated as a Professional Investor, even in the cases where such act is conducted after the Expiration Date;

(ii) that the Applicant will be treated as a Professional Investor with regard to the Subject Contract, only by the Life Insurance Company, etc. Carrying Out Insurance Money Trust Business which has accepted the request pursuant to the provision of Article 34-3, paragraph (2) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis.

(iii) the fact that the Applicant may submit a request pursuant to Article 34-3, paragraph (9) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis, at any time on or after the Date of Acceptance.

(Period Required to be Elapsed before a Juridical Person, Which is Customer Other Than Professional Investors that Made Request, Makes a Request for Renewal)

Article 52-13-10 (1) The period to be specified by a Cabinet Office Ordinance, as referred to in Article 34-3, paragraph (7) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis, shall be 11 months (or, if any of the following items applies, the periods set forth in each item):

(i) If the period from the Date of Acceptance to the Expiration Date is less than 1 year (excluding the case set forth in the following item), a period deducting 1 month from the period; or

(ii) If the period from the Date of Acceptance to the Expiration Date is 1 month or less, 1 day.

(2) For the purpose of application of the preceding paragraph in the case prescribed in Article 34-3, paragraph (8) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis, the "Date of Acceptance" in the items of the preceding paragraph shall be deemed to be replaced with "the day following the previous Expiration Date".

(Matters to be Specified in Documents to be Delivered to a Juridical Person Which Made Request for Reinstatement as a Customer Other Than Professional Investors)

Article 52-13-10-2 The matters to be specified by a Cabinet Office Ordinance, as referred to in Article 34-3, paragraph (11) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis, shall be as follows:

(i) the date on which the request is accepted pursuant to Article 34-3, paragraph (10) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis (this date shall be referred to as "the Date of Acceptance" in item 3);

(ii) the fact that the Subject Contract is a Specific Trust Agreement; and

(iii) a statement to the effect that the juridical person who submitted a request under Article 34-3, paragraph (9) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis is to be treated once again as a Customer other than Professional Investor when soliciting the juridical person to conclude, or concluding with the juridical person, the Subject Contract on or after the Date of Acceptance.

(Proprietors, etc. Who may Make Request Treatment as Professional Investor)

Article 52-13-11 (1) The excluded individual to be specified by a Cabinet Office Ordinance, as referred to in Article 34-4, paragraph (1), item (i) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis, shall be those who satisfy any of the following requirements:

(i) that the consents from all of the silent partners on making a request under Article 34-4, paragraph (1) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis has not been obtained; or

(ii) that the total amount of the equity investment under the executed Silent Partnership Contract under Article 535 of the Commercial Code (Silent Partnership Contract) is less than 300 million yen.

(2) The individuals to be specified by a Cabinet Office Ordinance, as referred to in Article 34-4, paragraph (1), item (i) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis, shall be as follows:

(i) an individual who has concluded a Partnership Contract under Article 667, paragraph (1) (Partnership Contract) of the Civil Code and has become a partner delegated to execute the business of the partnership (limited to an individual who satisfies all of the following requirements):

(a) that the individual has obtained the consents from all of the other partners on making a request under Article 34-4, paragraph (1) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis; and

(b) that the total amount of the equity investment under the Partnership Contract is not less than 300 million yen.

(ii) an individual who has concluded a Limited Liability Partnership Agreement under Article 3, paragraph (1) of the Limited Liability Partnership Act (Act No. 40 of 2005), participates in the decision-making on the execution of the important business of the partnership, and is a partner executing such business by himself/herself (limited to an individual who satisfies all of the following requirements):

(a) that the individual has obtained the consents from all of the other partners on making a request under Article 34-4, paragraph (1) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis; and

(b) that the total amount of the equity investment under the Limited Liability Partnership Agreement is 300 million yen or more.

(Individual Who May Request Treatment as Professional Investor)

Article 52-13-12 The requirements to be specified by a Cabinet Office Ordinance, as referred to in Article 34-4, paragraph (1), item (ii) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis, shall be the satisfaction of all of the following:

(i) that, judging reasonably from the status of the transactions or any other circumstances, the total amount of the assets of the Applicant (meaning the Applicant prescribed in Article 34-4, paragraph (2) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis; hereinafter the same shall apply in this Article and Article 52-13-14) as of the Date of Acceptance (meaning the Date of Acceptance prescribed in Article 34-3, paragraph (2), item (i) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis, as applied mutatis mutandis pursuant to Article 34-4, paragraph (6) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis; the same shall apply in the following item, paragraph (2) of the following Article, Article 52-13-14, paragraph (2), item (iii) and Article 52-13-14-2), less the total amount of its liabilities as of that date is estimated to be 300 million yen or more;

(ii) that, judging reasonably from the status of the transactions or any other circumstances, the total amount of the Applicant's assets (limited to the assets listed in the following) as of the Date of Acceptance is estimated to be 300 million yen or more:

(a) Securities (excluding the Securities specified in item (e));

(b) rights pertaining to a Derivative Transaction (meaning a Derivative Transaction as defined in Article 2, paragraph (20) of the Financial Instruments and Exchange Act; the same shall apply in Article 52-20, paragraph (1), item (iv), Article 52-32, item (ii), Article 59-2, paragraph (1), item (v), sub-item (f)3., Article 87, item (iii), sub-item (d), and in Article 234-12, item (ii), sub-item (b));

(c) Specified Deposits, etc. as prescribed in Article 11-2-4 (Business) of the Agricultural Cooperatives Act, Specified Deposits, etc. as prescribed in Article 11-9 (Mutatis Mutandis Application of Financial Instruments and Exchange Act in connection with Conclusion of Specified Deposit Contract) of the Fishery Cooperatives Act, Specified Deposits, etc. as prescribed in Article 6-5-2 (Mutatis Mutandis Application of Financial Instruments and Exchange Act) of the Act on Financial Businesses by Cooperative, Specified Deposits, etc. as prescribed in Article 89-2 (Mutatis Mutandis Application of Financial Instruments and Exchange Act) of the Shinkin Bank Act, Specified Deposits, etc. as prescribed in Article 17-2 (Mutatis Mutandis Application of Financial Instruments and Exchange Act) of the Long Term Credit Bank Act, Specified Deposits, etc. as prescribed in Article 94-2 (Mutatis Mutandis Application of Financial Instruments and Exchange Act) of the Labor Bank Act, Specified Deposits, etc. as prescribed in Article 13-4 (Mutatis Mutandis Application of Financial Instruments and Exchange Act) of the Banking Act, Specified Deposits, etc. as prescribed in Article 59-3 (Mutatis Mutandis Application of Financial Instruments and Exchange Act) of the Norinchukin Bank Act and Specified Deposits, etc. as prescribed in Article 29 (Mutatis Mutandis Application of Financial Instruments and Exchange Act) of the Shoko Chukin Bank Limited Act (Act No. 74 of 2007);

(d) the rights pertaining to benefits such as insurance money, mutual aid benefits and refunds payable under a Specified Insurance Contract (meaning a Specified Insurance Contract as defined in Article 300-2 of the Act; the same shall apply hereinafter), a Specific Mutual Aid Contract as prescribed in Article 11-10-3 (Business) of the Agricultural Cooperatives Act, a Specific Mutual Aid Contract as prescribed in Article 12-3, paragraph (1) (Specific Mutual Aid Contract) of the Consumer Cooperatives Act (Act No. 200 of 1948), a Specific Mutual Aid Contract as prescribed in Article 15-7 (Mutatis Mutandis Application of Financial Instruments and Exchange Act in Connection with Conclusion of Specific Mutual Aid Contract) of the Fisheries Cooperatives Act, and a Specific Mutual Aid Contract as prescribed in Article 9-7-5, paragraph (3) (Mutatis Mutandis Application of Commercial Code, etc.) of the Small and Medium-Sized Enterprise Cooperatives Act;

(e) beneficial interest in a trust pertaining to a Specific Trust Agreement as prescribed in Article 24-2 (Mutatis Mutandis Application of Financial Instruments and Exchange Act) of the Trust Business Act;

(f) rights under a Real Estate Specified Joint Enterprise Contract as prescribed in Article 2, paragraph (3) of the Real Estate Specified Joint Enterprise Act (Act No. 77 of 1994); and

(g) rights pertaining to a Futures Transaction as prescribed in Article 2, paragraph (8) (Definitions) of the Commodity Exchange Act;

(iii) that one year has passed from the day when the Applicant, for the first time, concluded a Specific Trust Agreement with the Life Insurance Company, etc. Carrying Out Insurance Money Trust Business.

(Expiration Date of Period When Individual Who is Customer Other Than Professional Investor is Deemed to be Professional Investor)

Article 52-13-13 (1) The case to be specified by a Cabinet Office Ordinance as referred to in Article 34-3, paragraph (2) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis as applied mutatis mutandis pursuant to Article 34-4, paragraph (6) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis shall be the case where a Life Insurance Company, etc. Carrying Out Insurance Money Trust Business has designated a certain date and publicized the following matters by posting them at a place easily accessible to the public at its business office or any other office, or by any other appropriate means:

(i) such designated date; and

(ii) to the effect that the day set forth in the following paragraph shall be the Expiration Date (meaning the Expiration Date set forth in Article 34-3, paragraph (2), item (ii) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis as applied mutatis mutandis pursuant to Article 34-4, paragraph (6) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis; the same shall apply in paragraph (2), item (i) of the following Article and Article 52-13-14-2).

(2) The date to be specified by a Cabinet Office Ordinance, as referred to in Article 34-3, paragraph (2) of the Act as applied mutatis mutandis pursuant to Article 34-4, paragraph (6) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis, shall be the date designated by the Life Insurance Company, etc. Carrying Out Insurance Money Trust Business pursuant to the provision of the preceding paragraph, which shall be the latest of the days prior to the first anniversary of the Date of Acceptance.

(Matters to be Stated in Document Indicating Consent by Individual Who is Customer Other Than Professional Investors that Made Request)

Article 52-13-14 (1) The matters to be specified by a Cabinet Office Ordinance as referred to in Article 34-3, paragraph (2), item (iv), sub-item (a) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis, as applied mutatis mutandis pursuant to Article 34-4, paragraph (6) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis, shall be the fact that the provisions listed in the items (excluding the items (iii) and (iv)) of Article 45 of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis shall not apply to the cases where the Applicant falls under any of the persons set forth respectively in such items in regard to the Subject Contract (meaning the Subject Contract prescribed in Article 34-3, paragraph (2), item (ii) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis; the same shall apply in the following paragraph and Article 52-13-14-3).

(2) The matters to be specified by a Cabinet Office Ordinance, as referred to in Article 34-3, paragraph (2), item (vii) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis as applied mutatis mutandis pursuant to Article 34-4, paragraph (6) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis, shall be as follows:

(i) that, with regard to any activities conducted pursuant to the provisions of laws and regulations or the contract in connection with the Subject Contract concluded on or prior to the Expiration Date, the Applicant shall be treated as a Professional Investor, even in the cases where such activity is conducted after the Expiration Date;

(ii) that the Applicant shall be treated as a Professional Investor in regard to the Subject Contract, only by the Life Insurance Company, etc. Carrying Out Insurance Money Trust Business which has given an approval pursuant to the provision of Article 34-3, paragraph (2) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis, as applied mutatis mutandis pursuant to Article 34-4, paragraph (6) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis; and

(iii) that the Applicant may make a request under Article 34-4, paragraph (4) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis at any time after the Date of Acceptance.

(Period Required to be Elapsed before an Individual, Which is Customer Other Than Professional Investors that Made Request, Makes a Request for Renewal)

Article 52-13-14-2 (1) The period to be specified by a Cabinet Office Ordinance, as referred to in Article 34-3, paragraph (7) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis, as applied mutatis mutandis pursuant to Article 34-4, paragraph (6) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis, shall be 11 months (or, if any of the following items applies, the periods set forth in each item):

(i) if the period from the Date of Acceptance to the Expiration Date is less than 1 year (excluding the case set forth in the following item), a period deducting 1 month from the period; or

(ii) if the period from the Date of Acceptance to the Expiration Date is 1 month or less, 1 day.

(2) For the purpose of application of the preceding paragraph in the case prescribed in Article 34-3, paragraph (8) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis, as applied mutatis mutandis pursuant to Article 34-4, paragraph (6) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis, the "Date of Acceptance" in the items of the preceding paragraph shall be deemed to be replaced with "the day following the previous Expiration Date".

(Matters to be Specified in Documents to be Delivered to an Individual Which Made Request for Reinstatement as a Customer Other Than Professional Investors)

Article 52-13-14-3 The matters to be specified by a Cabinet Office Ordinance, as referred to in Article 34-3, paragraph (11) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis as applied mutatis mutandis pursuant to Article 34-4, paragraph (6) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis, shall be as follows:

(i) the date on which the request is accepted pursuant to Article 34-4, paragraph (5) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis (this date shall be referred to as "the Date of Acceptance" in item 3);

(ii) the fact that the Subject Contract is a Specific Trust Agreement; and

(iii) a statement to the effect that the individual who submitted a request under Article 34-4, paragraph (4) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis is to be treated once again as a Customer other than Professional Investor when soliciting the individual to conclude, or concluding with the individual, the Subject Contract on or after the Date of Acceptance.

(Acts Similar to Advertising)

Article 52-13-15 The acts to be specified by a Cabinet Office Ordinance, as referred to in the paragraphs of Article 37 of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis, shall be the provision of identical information to many persons, by such means as postal mail, Correspondence Delivery Service (meaning a correspondence delivery service as prescribed in Article 2, paragraph (2) of the Act on Correspondence Delivery by Private Business Operators (Act No. 99 of 2002) that is provided by a general correspondence delivery operator as prescribed in paragraph (6) of that Article or by a specified correspondence delivery operator as prescribed in paragraph (9) of that Article; the same shall apply in Article 234-15), transmission by facsimile devices, transmission by Electronic Mails (meaning the electronic mail prescribed in Article 2, item (i) of the Act on Regulation of Transmission of Specified Electronic Mail (Act No. 26 of 2002); the same shall apply in Article 234-15), or distribution of leaflets or pamphlets (excluding those listed in the following):

(i) distribution of documents prepared in accordance with laws or regulations, or in accordance with the dispositions rendered by administrative agencies under the laws and regulations;

(ii) distribution of materials on the analysis and assessment of the respective companies which are not intended to be used for solicitation for the conclusion of a Specific Trust Agreement;

(iii) provision of premiums or any other goods only indicating all of the following information (limited to premiums or goods clearly and accurately indicating the information listed in sub-items (b) to (d) inclusive) (if any of the following information is not indicated on the premiums or other goods, such provision shall include the case of provision of such premiums or other goods incorporating other goods indicating such information as an integral part thereof):

(a) the names of the instruments (including commonly known names);

(b) the trade name, name or alias of the Life Insurance Company, etc. Carrying Out Insurance Money Trust Business which provides identical information to many persons by the means specified in this item;

(c) the matters specified in Article 13-5-5, paragraph (2), item (i) of the Cabinet Order (limited to the case where the letters or numbers representing such matter are indicated in a size not substantially differing from the size of the largest letters or numbers representing matters other than such matters);

(d) a notice to the effect that the recipient thereof shall read any of the following documents comprehensively:

1. the document prescribed in Article 37-3, paragraph (1) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis (hereinafter referred to as the "Document for Delivery Prior to Conclusion of Contract" in this Article to Article 52-13-24 inclusive);

2. the Prospectus prescribed in Article 52-13-22, paragraph (1), item (ii) (if there is any document to be delivered as an integral part of such Prospectus pursuant to the provision of that item;, such Prospectus and such document); and

2. the Explanatory Document on Amendment to Contract Terms prescribed in Article 52-13-22, paragraph (1), item (ii) (if there is any document to be delivered as an integral part of such Prospectus pursuant to the provision of that item;, such Prospectus as well as such document).

(Method of Presentation of Advertisement, etc. on Contents of Conclusion Service of Specific Trust Agreement)

Article 52-13-16 (1) In cases where a Life Insurance Company, etc. Carrying Out Insurance Money Trust Business intends to make an advertisement or to conduct any other acts specified in the preceding Article (hereinafter referred to as an "Advertisement, etc." in the following paragraph) with regard to the contents of its conclusion service of Specific Trust Agreement, it shall clearly and accurately indicate the matters listed in the items of Article 37, paragraph (1) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis.

(2) In cases where a Life Insurance Company, etc. Carrying Out Insurance Money Trust Business intends to make an Advertisement, etc. in regard to the contents of its conclusion service of Specific Trust Agreement, it shall indicate the letters or numbers representing the matters specified in Article 13-5-5, paragraph (1), item (ii) of the Cabinet Order in a size not substantially differing from the size of the largest letters or numbers representing the matters other than such matter.

(3) Notwithstanding the provision of the preceding paragraph, in cases where a Life Insurance Company, etc. Carrying Out Insurance Money Trust Business intends to advertise the contents of its conclusion service of Specific Trust Agreement by means of broadcasting by the broadcasting facilities of a Private Broadcaster (meaning the Private Broadcaster prescribed in Article 2, item (iii)-2 of the Broadcast Act (Act No. 132 of 1950); the same shall apply in Article 52-13-19, paragraph (1), item (ii), Article 234-16, paragraph (3) and Article 234-19, paragraph (1), item (ii)) or by any of the means listed in the items of Article 52-13-19, paragraph (1) (excluding the means of sound broadcasting), it shall indicate the letters or numbers representing the matters specified in Article 13-5-5, paragraph (2), item (i) of the Cabinet Order in a size not substantially differing from the size of the largest letters or numbers representing the matters other than such matters.

(Matters Related to Consideration Payable by Customers)

Article 52-13-17 (1) The matters to be specified by a Cabinet Office Ordinance, as referred to in Article 13-5-5, paragraph (1), item (i) of the Cabinet Order, shall be the amount of the consideration payable by customers in relation to a Specific Trust Agreement irrespective of its name such as fees, remuneration, expenses or others (referred to as "Fees, etc." in the following paragraph and Article 52-13-20, item (iv)), itemized by the types of such consideration or the upper limit thereof, or the outline of the calculation formula thereof (including the ratio to the value of the Trust Properties under the Specific Trust Agreement, or the ratio to the profit generating from the conclusion of such Specific Trust Agreement; hereinafter the same shall apply in this paragraph) as well as such amounts; provided, however, that in cases where it is impossible to present these details, such fact and the reason therefor shall be stated.

(2) In cases where the investment of Trust Properties pertaining to the Specific Trust Agreement is to be carried out by means of the acquisition of Investment Trust Beneficial Interests, etc. (meaning the rights to be indicated on the Securities as referred to in Article 2, paragraph (1), item (x) or (xi) of the Financial Instruments and Exchange Act, or the rights specified in item (v) or (vi) of paragraph (2) of that Article; hereinafter the same shall apply in this Article), the Fees, etc. set forth in the preceding paragraph shall include a trust fee and any other Fees, etc. pertaining to such Investment Trust Beneficial Interests, etc.

(3) In cases where the property pertaining to the Investment Trust Beneficial Interests, etc. set forth in the preceding paragraph are to be invested or contributed in another Investment Trust Beneficial Interests, etc., such other Investment Trust Beneficial Interests, etc. shall be deemed to be the Investment Trust Beneficial Interests, etc. referred to in the preceding paragraph, and the provisions of the preceding two paragraphs shall apply.

(4) The provision of the preceding paragraph shall apply mutatis mutandis to cases where the property pertaining to the Investment Trust Beneficial Interests, etc. which is deemed to be the Investment Trust Beneficial Interests, etc. pursuant to the provision of that paragraph (including the cases where applied mutatis mutandis pursuant to this paragraph) is to be invested or contributed in another Investment Trust Beneficial Interests, etc.

(Important Matters Which May Have Impact on Customers' Decision)

Article 52-13-18 The matters to be specified by Cabinet Office Ordinance, as referred to in Article 13-5-5, paragraph (1), item (iii) of the Cabinet Order, shall be the facts regarding important matters on the relevant Specific Trust Agreement, which would be disadvantageous to the Customer.

(Method Equivalent to Broadcasting Using Broadcasting Facilities of Private Broadcaster)

Article 52-13-19 (1) The methods to be specified by Cabinet Office Ordinance, as referred to in Article 13-5-5, paragraph (2) of the Cabinet Order, shall be as follows:

(i) to broadcast using the broadcasting facilities of any of the following persons:

(a) Cable Television Broadcaster (meaning the cable television broadcaster prescribed in Article 2, paragraph (4) of the Cable Television Broadcast Act (Act No. 114 of 1972); the same shall apply in Article 270, paragraph (1), item (i), sub-item (a));

(b) a person engaged in the business of Cable Radio Broadcasting (meaning cable radio broadcasting as prescribed in Article 2 of the Act on Regulation on Cable Radio Broadcasting Services (Act No. 135 of 1951); the same shall apply in Article 270, paragraph (1), item (i), sub-item (b)); or

(c) a person engaged in the business of Broadcast on Telecommunications (meaning broadcast on telecommunications as prescribed in Article 2, paragraph (1) of the Act on Broadcast on Telecommunications (Act No. 85 of 2001); the same shall apply in Article 270, paragraph (1), item (i), sub-item (c));

(ii) to make available for the Customer's inspection the contents of the information recorded into the files stored on the computer used by a Life Insurance Company, etc. Carrying Out Insurance Money Trust Business or by a person who has been entrusted with the service of an Advertisement, etc. to be carried out by the Life Insurance Company, etc. Carrying Out Insurance Money Trust Business (limited to information identical to that provided by means of broadcasting using the broadcasting facilities of a Private Broadcaster or by the means specified in the preceding item) via telecommunications line; or

(iii) to expose to the public an indoor or outdoor advertisement regularly or continuously for a fixed period, by means of posting or indicating it on signboards, standing signboards, bills, notices, advertising towers, billboards, buildings or any other structures, or any other methods similar thereto.

(2) The matters to be specified by Cabinet Office Ordinance as referred to in Article 13-5-5, paragraph (2), item (ii) of the Cabinet Order shall be the matters specified in Article 52-13, item (iii), sub-item (d).

(Matters Prohibited from Misleading Advertisement)

Article 52-13-20 The matters to be specified by Cabinet Office Ordinance as referred to in Article 37, paragraph (2) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis shall be as follows:

(i) the matters related to cancellation of a Specific Trust Agreement;

(ii) the matters related to the sharing of all or part of the losses or a guarantee of profit, in connection with a Specific Trust Agreement;

(iii) the matters related to agreement for liquidated damages (including penalties) pertaining to the Specific Trust Agreement; and

(iv) the matters related to the amount of the Fees, etc. payable by customers in connection with a Specific Trust Agreement or the method of calculation therefor, and the method and timing of the payment of such Fees, etc. and the payee of such Fees, etc.;

(Method of Statement of Document for Delivery Prior to Conclusion of Contract)

Article 52-13-21 (1) The matters listed in the items of Article 37-3, paragraph (1) (excluding items (ii) to (iv) inclusive and item (vi)) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis shall be stated unambiguously and accurately in the Document for Delivery Prior to Conclusion of Contract by using letters, characters and numerals larger than 8-point as provided in JIS Z8305 of the Japanese Industrial Standards under the Japanese Industrial Standardization Act (Act No. 185 of 1949) (hereinafter referred to as the "JIS").

(2) Notwithstanding the provision of the preceding paragraph, the matters specified in Article 37-3, paragraph (1), item (v) and Article 52-13-23, paragraph (1), item (viii) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis shall be stated unambiguously and accurately after the matters required to be stated under the following paragraph in the frame of the Document for Delivery Prior to Conclusion of Contract by using letters, characters and numerals larger than 12-point as provided in the JIS Z8305.

(3) A Life Insurance Company, etc. Carrying Out Insurance Money Trust Business shall, when preparing the Document for Delivery Prior to Conclusion of Contract, state plainly the matter listed in Article 52-13-23, paragraph (1), item (i) and items of Article 37-3, paragraph (1) (excluding items (ii) to (iv) inclusive and item (vi) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis, and particularly important matters that may have an impact on customers' judgment among the matters listed in the items of Article 37-3, paragraph (1) of the Act at the beginning of the Document for Delivery Prior to Conclusion of Contract by using letters, characters and numerals larger than 12-point as provided in the JIS Z8305.

(Exemption from Requirement of Delivery of Document for Delivery Prior to Conclusion of Contract)

Article 52-13-22 (1) The cases to be specified by Cabinet Office Ordinance as referred to in the proviso to Article 37-3, paragraph (1) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis shall be as follows:

(i) the case where the Specific Trust Agreement with the identical terms and conditions had been concluded with the Customer in the past, and where, pursuant to the provision of Article 37-3, paragraph (1) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis, the Document for Delivery Prior to Conclusion of Contract pertaining to such Specific Trust Agreement had been delivered to said Customer (limited to the case where the Customer has manifested his/her intension that delivery of the Document for Delivery Prior to Conclusion of Contract is not necessary).

(ii) in cases where the Customer has been provided a Prospectus (meaning a Prospectus as defined in Article 2, paragraph (10) (Definitions) of the Financial Instruments and Exchange Act; and limited to a Prospectus containing all of the matters to be stated in the Document for Delivery Prior to Conclusion of Contract, as prepared in accordance with the methods equivalent to those specified in the preceding Article) (if the Prospectus (meaning a Prospectus as defined in the same paragraph) does not contain all of such matters, including the cases where a document stating all of the matters not contained therein has been delivered as an integral part of such Prospectus), or in the cases specified in Article 15, paragraph (2), item (ii) (Prohibition of Transactions of Securities and Delivery of Prospectus Before Effectuation of Notifications) of that Act;

(iii) where the Life Insurance Company, etc. Carrying Out Insurance Money Trust Business intends to conclude a Specific Trust Agreement for the purpose of effecting a partial change to any term of a Specific Trust Agreement already in effect, the following cases:

(a) where such partial change does not result in a change to the matters to be stated in the Document for Delivery Prior to Conclusion of Contract pertaining to the Specific Trust Agreement already in effect; or

(b) if such partial change results in a change to the matters to be stated in the Document for Delivery Prior to Conclusion of Contract pertaining to the Specific Trust Agreement already in effect, the cases where the Life Insurance Company, etc. Carrying Out Insurance Money Trust Business has delivered to the Customer a document stating the matters subject to such change (hereinafter referred to as the "Explanatory Document on Amendment to Contract Terms").

(2) The provisions of Article 34-2, paragraph (4) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis, and Article 13-5-3 and Article 52-13-6 of the Cabinet Order shall apply mutatis mutandis to delivery of a document under item (ii) of the preceding paragraph as well as to delivery of Explanatory Document on Amendment to Contract Terms.

(Matters to be Stated in Document for Delivery Prior to Conclusion of Contract)

Article 52-13-23 (1) The matters to be specified by Cabinet Office Ordinance, as referred to in Article 37-3, paragraph (1), item (vii) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis, shall be as follows:

(i) a notice to the effect that the recipient of the Document for Delivery Prior to Conclusion of Contract shall read the contents thereof comprehensively;

(ii) the matters related to risk of loss;

(iii) in cases where a contract for compensation of principal or supplementation of profit under Article 6 of the Act on Engagement in Trust Business by a Financial Institution as applied mutatis mutandis pursuant to Article 99, paragraph (8) of the Act, the percentage and any other information relevant to such contract;

(iv) the matters related to procedures to transfer beneficial interest in the trust;

(v) in cases where the transfer of beneficial interest in the trust is restricted, such fact as well as the details of such restriction; and

(vi) in cases where, in connection with the following matters, any special provision is to be provided, the matters related to such provisions:

(a) handling of Insurance Money Trust Business, in cases where there are two or more trustees;

(b) resignation of the trustee;

(c) appointment of a new trustee, in case where the duty of the trustee is terminated; and

(d) the grounds for termination of the trust.

(viii) method of public notice of trustee (including the period of public notice; the same shall apply hereinafter);

(viii) in cases where there are risks that a loss could be incurred due to fluctuations in interest rates, the value of currencies, quotations on the Financial Instruments Market, and other indicators as a direct cause in relation to the conclusion of a Specific Trust Agreement by a Customer, the following matters:

(a) the indicator(s); and

(b) a reason that a loss may be incurred due to fluctuations in such indicator(s);

(ix) outline of the taxation on the Specific Trust Agreement;

(x) the method whereby a Customer contacts the Life Insurance Company, etc. Carrying Out Insurance Money Trust Business;

(xi) information as to whether the Life Insurance Company, etc. Carrying Out Insurance Money Trust Business is a Target Business Operator (meaning a Target Business Operator as defined in Article 79-11, paragraph (1) (Target Business Operators) of the Financial Instruments and Exchange Act; the same shall apply hereinafter) of any Certified Investor Protection Organization (meaning a Certified Investor Protection Organization as defined in Article 79-10, paragraph (1) (Notification of Abolition of Business) of that Act; and limited to the Certified Investor Protection Organization in cases where the Specific Trust Agreement is covered by the Certified Business (meaning the Certified Business as defined in that paragraph; the same shall apply in Article 234-24, paragraph (1), item (xii)) of such Certified Investor Protection Organization) (if it is a Target Business Operator of the Certified Investor Protection Organization, the name thereof).

(xii) in accordance with the categories as respectively set forth in sub-item (a) or (b), the matters set forth in the following sub-item (a) or (b):

(a) in the case where there is a Designated Dispute Resolution Organization, for which Category for Business of Dispute Resolution, etc. is the Insurance Business, etc. conducted by a Life Insurance Company, etc. Carrying Out the Insurance Money Trust Business, a trade name or name of the Designated Dispute Resolution Organization, which is a party to a Basic Contract for Implementation of Dispute Resolution Procedures to be concluded by the Life Insurance Company, etc. Carrying Out the Insurance Money Trust Business (in case of an Underwriting Member of a Licensed Specified Juridical Person (meaning the Licensed Specified Juridical Person defined in Article 223, paragraph (1) of the Act; the same shall apply in this item) deemed to be a Foreign Life Insurance Company, etc. pursuant to Article 240, paragraph (1), item (i) of the Act, the Life Insurance Company, etc. Carrying Out the Insurance Money Trust Business means the Licensed Specified Juridical Person whose member is the Underwriting Member; the same shall apply in the sub-item (b)) as the measure to conclude a Basic Contract for Implementation of Dispute Resolution Procedures for its own Insurance Business, etc. pursuant to the provisions of the Act; or

(b) in the case where there is not a Designated Dispute Resolution Organization, for which Category for Business of Dispute Resolution, etc. is the Insurance Business, etc. conducted by a Life Insurance Company, etc. Carrying Out the Insurance Money Trust Business, the content of the Complaint Processing Measures (meaning the Complaint Processing Measures defined in Article 105-2, paragraph (1), item (ii) of the Act; hereinafter the same shall apply) and Dispute Resolution Measures (meaning the Dispute Resolution Measures defined in the said item; hereinafter the same shall apply) pertaining to its own Insurance Business, etc. as the measures to be taken by the Life Insurance Company, etc. Carrying Out the Insurance Money Trust Business pursuant to the provisions of the Act.

(2) In cases where a Life Insurance Company, etc. Carrying Out Insurance Money Trust Business has accepted a Limited Liability Trust as set forth in Article 2, paragraph (12) of the Trust Act (Act No. 108 of 2006), the matters to be specified by Cabinet Office Ordinance, as referred to in Article 37-3 of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis shall be the following matters, in addition to the matters as set forth in the items of the preceding paragraph:

(i) the name of the Limited Liability Trust;

(ii) place where the affairs of the Limited Liability Trust are to be handled (meaning the place where the affairs are to be handled as set forth in Article 216, paragraph (2), item (iv) of the Trust Act);

(iii) the amount payable, and the fact that the benefit pertaining to the trust property in excess of such payable amount cannot be paid to the beneficiaries.

(Credit Rating Recognized as Being Unlikely to Result in Insufficient Protection of Investors)

Article 52-13-23-2 The Credit Rating to be specified by Cabinet Office Ordinance, as referred to in Article 38, item (iii) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis, shall be as follows:

(i) Credit Ratings (excluding those substantially recognized as Credit Ratings of which the subject matters are the assessment pertaining to the credit status of Asset Securitized Products) under Article 2 (Definitions), paragraph (34) of the Financial Instruments and Exchange Act, of which the subject matters are the assessment of the credit status of Underlying Assets (meaning the Underlying Assets defined in Article 295, paragraph (3), item (ii) of the Cabinet Office Ordinance for Financial Instruments Transaction Business, etc.) of the Asset Securitized Products (meaning the Asset Securitized Products defined in Article 295 (Definitions), paragraph (3), item (i) of the Cabinet Office Ordinance for Financial Instruments Transaction Business, etc.; the same shall apply in this item) pertaining to the Specified Trust Agreement; and

(ii) except for those described under the preceding item, Credit Ratings (excluding those substantially recognized as Credit Ratings of which the subject matters are the assessment pertaining to the credit status of securities pertaining to the Specified Trust Agreement or issuer of the securities) under Article 2, paragraph (34) of the Financial Instruments and Exchange Act, of which the main subject matters are the assessment of the credit status of securities other than those pertaining to the Specified Trust Agreement or of persons other than issuer of securities pertaining to the Specified Trust Agreement.

(Significance of Registration of Credit Rating Agency and Other Matters)

Article 52-13-23-3 The matters to be specified by Cabinet Office Ordinance, as referred to in Article 38, item (iii) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis, shall be as follows:

(i) significance of the registration under Article 66-27 (Registration) of the Financial Instruments and Exchange Act;

(ii) the following matters with respect to the persons who provided the Credit Ratings (meaning the Credit Ratings defined in Article 2 (Definitions), paragraph (34) of the Financial Instruments and Exchange Act; the same shall apply in this Article and Article 234-26-2):

(a) trade name or name;

(b) in case of a juridical person (including an organization without juridical personality for which a representative person or administrator has been designated; the same shall apply in Article 234-26-2), name of Officer (representative person or administrator, in case of an organization without juridical personality for which a representative person or administrator has been designated; the same shall apply in Article 234-26-2); and

(c) the name and location of head office or other principal business offices or office;

(iii) summary of policy and method used by the person who provided the Credit Ratings in order to provide such Credit Ratings; and

(iv) premise, significance and limit of the Credit Ratings.

(Prohibited Acts)

Article 52-13-24 The acts to be specified by Cabinet Office Ordinance, as referred to in Article 38, item (vii) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis, shall be as follows:

(i) the acts specified in the items of Article 52-13;

(ii) an act to conclude a Specific Trust Agreement, without having provided a Customer (excluding a Professional Investor (excluding a person who is deemed to be a Customer other than a Professional Investor pursuant to the provision of Article 34-2, paragraph (5) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis, but including a person deemed to be a Professional Investor pursuant to the provision of Article 34-3, paragraph (4) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis (including the cases where applied mutatis mutandis pursuant to Article 34-4, paragraph (6) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis); the same shall apply hereinafter); hereinafter the same shall apply in this item) with a prior explanation on the matters specified in Article 37-3, paragraph (1), items (v) and (vii) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis (in cases where the document specified in sub-item (c) below is to be delivered, a prior explanation on the matters specified in items (v) and (vii) of that paragraph as set forth in the relevant document) upon the delivery of the following documents, in a manner and to the extent necessary for ensuring that the Customer understands such matters, in light of the Customer's knowledge, experience, the status of his/her properties and in light of the purpose of concluding the Contract for Financial Instruments Transaction:

(a) a Document for Delivery Prior to Conclusion of Contract;

(b) in the case referred to in Article 52-13-22, paragraph (1), item (ii), the Prospectus specified in that item (if there is any document to be delivered as an integral part of such Prospectus pursuant to the provision of that item, such Prospectus and such document); and

(c) an Explanatory Document on Change to Contract Information.

(iii) in connection with the conclusion or surrender of a Specific Trust Agreement, an act to solicit a Customer (limited to an individual Customer) by telephone or by making a personal visit timed in such a way that the Customer would be disturbed.

(Exemption from Requirement of Explanation on Contents of trust contract)

Article 52-14 The cases to be specified by Cabinet Office Ordinance, as referred to in the proviso to Article 25 of the Trust Business Act as applied mutatis mutandis pursuant to Article 99, paragraph (8) of the Act, shall be as follows:

(i) the case where the settlor is a Qualified Institutional Investor, etc. (meaning a Qualified Institutional Investor as defined in Article 2, paragraph (3), item (i) (Definitions) of the Financial Instruments and Exchange Act, a Trust Company, a Foreign Trust Company, a Trust Agreement Agency (meaning a Trust Agreement Agency as defined in Article 2, paragraph (9) (Definitions) of the Trust Business Act; hereinafter the same shall apply in this Article and Article 52-23, paragraph (3)) and person registered under Article 50-2, paragraph (1) (Special Provisions Concerning Trusts Created by Any of the Methods Listed in Article 3, Item (iii) of the Trust Act); the same shall apply Article 52-15, item (ii), Article 52-21, item (i) and Article 52-24, paragraph (5), item (i))(excluding the cases where such Qualified Institutional Investor, etc. has demanded explanation under Article 25 of the Trust Business Act as applied mutatis mutandis pursuant to Article 99, paragraph (8) of the Act);

(ii) the cases where the monetary trust contract with the identical terms and conditions have been concluded with the settlor (limited to the cases where the settlor has manifested his/her intension that he/she does not require explanation under Article 25 of the Trust Business Act as applied mutatis mutandis pursuant to Article 99, paragraph (8) of the Act);

(iii) the cases where the Trust Agreement Agency consigned by the Life Insurance Company, etc. Carrying Out Insurance Money Trust Business has provided the Settlor with an explanation on the terms and conditions of the trust contract, pursuant to the provision of Article 25 of the Trust Business Act as applied mutatis mutandis pursuant to Article 76 of that Act; and

(iv) the cases of acceptance of the trust by way of a trust contract pertaining to monetary trust with an agreement on compensation of principal or supplementation of profit under Article 6 of the Act on Engagement in Trust Business by a Financial Institution as applied mutatis mutandis pursuant to Article 99, paragraph (8) of the Act (hereinafter referred to as a "trust contract with Provision for Compensation of Principal") (excluding the cases where such settlor has demanded explanation under Article 25 of the Trust Business Act as applied mutatis mutandis pursuant to Article 99, paragraph (8) of the Act).

(Exemption from Requirement of Delivery of Document at the Time of Concluding trust contract)

Article 52-15 The cases to be specified by Cabinet Office Ordinance, as referred to in the proviso to Article 26, paragraph (1) of the Trust Business Act as applied mutatis mutandis pursuant to Article 99, paragraph (8) of the Act, shall be as follows:

(i) the cases where the settlor is a Qualified Institutional Investor, etc.; where the settlor's prior consent to omission of delivery of document as set forth in Article 26, paragraph (1) of the Trust Business Act as applied mutatis mutandis pursuant to Article 99, paragraph (8) of the Act has been obtained in writing or by the Electromagnetic Means as set forth in Article 52-17, paragraph (1); and where the system has been established so that such document will be delivered promptly upon the settlor's requests;

(ii) the cases where the monetary trust contract with the identical terms and conditions have been concluded with the settlor, and where, pursuant to the provision of Article 26, paragraph (1) of the Trust Business Act as applied mutatis mutandis pursuant to Article 99, paragraph (8) of the Act, the document pertaining to the trust contract had been delivered to the settlor (limited to the cases where the settlor has manifested his/her intension that he/she does not require delivery of document as set forth in that paragraph); and

(iii) the cases where the trust has been accepted by way of a trust contract with Provision for Compensation of Principal, and where the system has been established so that such document Article 26, paragraph (1) of the Trust Business Act as applied mutatis mutandis pursuant to Article 99, paragraph (8) of the Act will be delivered promptly upon the settlor's request.

(Matters to be Stated in Documents for Delivery at Time of Conclusion of trust contract)

Article 52-16 (1) The matters specified in Article 26, paragraph (1) of the Trust Business Act as applied mutatis mutandis pursuant to Article 99, paragraph (8) of the Act shall include the following matters:

(i) the types of trust properties subject to initial acquisition, and value or quantity thereof;

(ii) the matters related to transfer of rights in trust properties (limited to the matters related to perfection of properties comprising trust properties); and

(iii) in cases where any trust property is planned to be acquired on or after the day of acquisition of trust property as referred to in item (i), the scheduled date for acquisition, the types of the trust properties and condition for the acquisition.

(2) The matters specified in Article 26, paragraph (1) of the Trust Business Act as applied mutatis mutandis pursuant to Article 99, paragraph (8) of the Act shall include the following matters:

(i) types of properties acquired by the management or disposition of trust properties (including the acts as may be necessary for achievement of the purpose of the trust; the same shall apply in Article 52-21 and Article 52-23, paragraph (1), item (iii));

(ii) in cases where the money comprising the trust property is to be invested jointly with the money comprising the trustee's own property or the money comprising any other trust property, to that effect and the criteria for the allocation of profit and loss between such trust property, and the trustee's own property or such other trust property;

(3) The outline of the transaction specified in the items of Article 29, paragraph (2) of the Trust Business Act as referred to in Article 26, paragraph (1), item (viii) of that Act as applied mutatis mutandis pursuant to Article 99, paragraph (8) of the Act shall include the manners and conditions of the transaction.

(4) The matters specified in Article 26, paragraph (1), item (ix) of the Trust Business Act as applied mutatis mutandis pursuant to Article 99, paragraph (8) of the Act shall include the following matters:

(i) in cases where there is any unspecified or prospective beneficiaries, their scope, qualification and any other matter which may be necessary for specifying the persons to become beneficiaries;

(ii) in cases where a trust administrator, trust supervisor or agent for beneficiary is to be designated, the matters related to such trust administrator, trust supervisor or agency for beneficiary;

(iii) in cases where the settlor has a right to designate or change the beneficiaries, the matters related to such right; and

(iv) in cases where the acquisition of beneficial interest is subject to the beneficiary's manifestation of intention to enjoy the benefit of the trust, such effect.

(5) The matters specified in Article 26, paragraph (1), item (x) of the Trust Business Act as applied mutatis mutandis pursuant to Article 99, paragraph (8) of the Act shall include the following matters:

(i) types of trust properties to be delivered to beneficiaries;

(ii) timing and method for delivery of trust properties; and

(iii) in cases where the contents of the matters specified in the preceding two items is to be provided respectively for each beneficiary, such contents.

(6) The matters specified in Article 26, paragraph (1), item (xi) of the Trust Business Act as applied mutatis mutandis pursuant to Article 99, paragraph (8) of the Act shall include the following matters:

(i) amount of trust fees or methods of calculation thereof; and

(ii) the timing and method of payment of the trust fee.

(7) The matters specified by Cabinet Office Ordinance, as referred to in Article 26, paragraph (1), item (xvi) of the Trust Business Act as applied mutatis mutandis pursuant to Article 99, paragraph (8) of the Act, shall be the matters specified in Article 52-13-23, paragraph (1), items (ii) to (vii) inclusive.

(8) In cases where a Life Insurance Company, etc. Carrying Out Insurance Money Trust Business has accepted a Limited Liability Trust as defined in Article 2, paragraph (12) of the Trust Act, the matters specified by Cabinet Office Ordinance, as referred to in Article 26, paragraph (1), item (xvi) of the Trust Business Act as applied mutatis mutandis pursuant to Article 99, paragraph (8) of the Act, shall be the matters specified in the items of Article 52-13-23, paragraph (2), in addition to the matters listed in the items of the preceding paragraph.

(Method by Use of Information and Communications Technology)

Article 52-17 (1) The methods to be specified by Cabinet Office Ordinance as referred to in Article 26, paragraph (2) of the Trust Business Act as applied mutatis mutandis pursuant to Article 99, paragraph (8) of the Act (including the cases where applied mutatis mutandis pursuant to Article 27, paragraph (2) and Article 29, paragraph (4) of that Act; hereinafter the same shall apply in this Article) shall be the following methods (referred to as the "Electromagnetic Means" in the following Article, Article 52-21 and Article 52-24):

(i) the methods using an Electronic Data Processing System, as set forth by the following items:

(a) to transmit information to be contained in a document (hereinafter referred to as the "Information" in this Article) via telecommunications line connecting the computers used by a Life Insurance Company, etc. Carrying Out Insurance Money Trust Business (including a person who, pursuant to the contract with a Life Insurance Company, etc. Carrying Out Insurance Money Trust Business, stores files onto a computer managed by such person, and make such files available for the settlor or for such Life Insurance Company, etc. Carrying Out Insurance Money Trust Business; hereinafter the same shall apply in this Article) and the computers used by the Settlor, etc. (meaning a settlor, and a person who, pursuant to a contract with the settlor, stores the Customer File (meaning the file solely made available to the settlor; hereinafter the same shall apply in this Article) onto a computer managed by such person; hereinafter the same shall apply in this Article), and to record the Information into the Customer File stored onto the computer used by the Settlor, etc. (in cases where the Applicant acknowledges the provision of information by the method specified in Article 34-2, paragraph (4) of the Act or where the Applicant notifies to the effect that he/she will not receive information by such means, the method by which to record such acknowledgment or notice into a file stored on the computer used by the Life Insurance Company, etc. Carrying Out Insurance Money Trust Business which provides the information set forth in that paragraph);

(b) to make the Information recorded into the files stored on a computer used by a Life Insurance Company, etc. Carrying Out Insurance Money Trust Business available for the settlor's inspection via telecommunications line, and to record the Information into the Customer File of the relevant settlor stored on the computer used by such Settlor, etc. (or, in cases where the Applicant acknowledges the provision of information by the method specified in Article 26, paragraph (2) of the Trust Business Act as applied mutatis mutandis pursuant to Article 99, paragraph (8) of the Act or where the Applicant notifies to the effect that he/she will not receive information by such means, to record such acknowledgment or notice into a file stored on the computer used by the Life Insurance Company, etc. Carrying Out Insurance Money Trust Business);

(c) to make the Information recorded into the Customer Files stored on the computer used by a Life Insurance Company, etc. Carrying Out Insurance Money Trust Business available for a settlor's inspection via telecommunications line; and

(d) to make the Information recorded into the Inspection File (meaning a file stored on a computer used by a Life Insurance Company, etc. Carrying Out Insurance Money Trust Business with which to record the Information for the purpose of making them available for public inspection by multiple settlors at the same time; hereinafter the same shall apply in this Article) available for a settlor's inspection via telecommunications line;

(ii) to deliver the file storing the Information, which shall be prepared with any object enabling secure storage of certain information through magnetic disks, CD-ROMs or any other means equivalent thereto.

(2) The methods listed in the items of the preceding paragraph shall conform to the following requirements:

(i) that the method enables a settlor to prepare a document by way of outputting information recorded into the Customer File or Inspection File;

(ii) in the case of the method listed in sub-item (a), (c) or (d) of item (i) of the preceding paragraph (excluding the method to record the Information into the Customer File stored on a computer used by a settlor), that the settlor shall be informed of the fact that the Information will be or have been recorded into the Customer File or the Inspection File; provided, however, that this shall not apply to the cases where it is confirmed that the settlor has inspected the Information;

(iii) with regard to the method specified in sub-item (d), item (i) of the preceding paragraph, that information necessary for a settlor's inspection of the Inspection File is recorded into the Customer File; and

(iv) in the case of the method listed in sub-item (c) or (d) of item (i) of the preceding paragraph, that the following matters cannot be deleted or altered for the period until five years passes from the day when the transaction referred to in the Information has been finally carried out (if any complaint related to the Information has been raised within the period before the expiration date of such period, for the period until either the expiration date of such period or the day when such complaint was settled, whichever comes later); provided, however, that the Information may be deleted in cases where the Information which have been made available for inspection are delivered in writing, where such Information are provided by the methods listed in sub-item (a) or (b) of item (i) of the preceding paragraph or in item (ii) of the preceding paragraph with the settlor's consent (meaning consent given by the method specified in Article 13-6 of the Cabinet Order), or where the settlor has instructed that the Information should be deleted:

(a) in the case of the method specified in sub-item (c) of item (i) of the preceding paragraph, the Information recorded in the Customer File; and

(b) in the case of the method specified in sub-item (d) of item (i) of the preceding paragraph, the Information recorded in the Inspection File;

(v) that, before the passage of the period set forth in the preceding item, the Customer File recording the information necessary for the settlor's inspection of the Inspection File as set forth in sub-item (a) and such Inspection File shall be kept connectible via telecommunications line; provided, however, that this shall not apply to the cases where the settlor who has been given access to the files has notified to the effect that such connectibility need not be maintained.

(3) The term "Electronic Data Processing System" as used in item (i) of paragraph (1) means an electronic data processing system connecting a computer used by a Life Insurance Company, etc. Carrying Out Insurance Money Trust Business and a computer storing Customer Files used by a Settlor, etc. or Life Insurance Company, etc. Carrying Out Insurance Money Trust Business, via telecommunications line.

Article 52-18 The types and contents of the Electromagnetic Means to be specified as set forth in Article 13-6, paragraph (1) of the Cabinet Order (including the cases where applied mutatis mutandis pursuant to paragraph (3) of that Article) shall be as follows:

(i) the methods listed in the items of paragraph (1) of the preceding Article or the items of Article 60, paragraph (1), which are to be used by the Life Insurance Company, etc. Carrying Out Insurance Money Trust Business; and

(ii) the format for recording information into a file.

(Special Provisions for Accounting Period)

Article 52-19 The cases to be specified by Cabinet Office Ordinance, as referred to in Article 26, paragraph (3) of the Trust Business Act as applied mutatis mutandis pursuant to Article 99, paragraph (8) of the Act shall be as follows:

(i) the cases where the accounting period is the first one after the creation of the trust and is less than two years;

(ii) the cases where the day on which one year has passed from the first day of the accounting period (referred to as the "Corresponding Day" in the following item and item (iv)) falls on Sunday, Saturday, a holiday specified in the Act on National Holidays (Act No. 178 of 1948), January 2, January 3, or December 29 to 31 (referred to as a "Holiday, etc." in the following item and item (iv)), and when the day following said day is determined to be the final day of the accounting period;

(iii) the cases where the Corresponding Day and the following day are Holidays, etc., and when the day after the next day of the Corresponding Day is determined to be the final day of the accounting period;

(iv) the cases where the Corresponding Day through to the day after the next day are Holidays, etc., and when the day three days after the Corresponding Day is determined to be the final day of the accounting period; and

(v) the cases the trust has been accepted by way of a trust contract with Provision for Compensation of Principal, and where the system has been established so that a response can be made promptly to inquires on the status of the trust property from a beneficiary (in cases where a trust manager or an agent for the beneficiary currently exists, including said trust manager or agent for the beneficiary; the same shall apply in paragraph (1), items (v), (vii), and (viii) of the following Article, Article 52-21, items (i)-2 and (v) to (vii) inclusive, Article 52-24, paragraph (1), item (iii), paragraph (3), item (iii), and paragraph (5), items (i)-2, (iv) and (v), and Article 52-26).

(Matters to be Stated in Report on the Status of Trust Property, etc.)

Article 52-20 (1) The following matters shall be stated in a report on the status of trust property prescribed in the main clause of Article 27, paragraph (1) of the Trust Business Act as applied mutatis mutandis pursuant to Article 99, paragraph (8) of the Act (hereinafter referred to as a "Report" in this Article):

(i) the status of the assets, liabilities, and the principal as of the final day of the accounting period (hereinafter referred to as the "Current Period End" in this Article) and the status of income and expenditure during said accounting period;

(ii) regarding shares, the total trading volume, the total trading value during the accounting period, and the following matters for each of the issues (limited to the issues of shares in cases where a Life Insurance Company holds a trust, the purpose of which is to invest the amount over fifty percent of the trust property in Securities prescribed in Article 2, paragraph (1) of the Financial Instruments and Exchange Act (including rights that are deemed to be Securities pursuant to the provision of paragraph (2) of that Article) and whose value exceeds one percent of the total value of the trust property, as of the Current Period End; the same shall apply in the following item):

(a) the number of the shares as of the final day of the accounting period immediately prior to the accounting period of the trust property;

(b) the number of shares as of the Current Period End; and

(c) in the case of a trust in which said shares are scheduled to be sold, the aggregate market value of the shares as of the Current Period End;

(iii) regarding government or corporate bonds (meaning government or corporate bonds listed in Article 2, paragraph (1), item (ix) of the Income Tax Act (Act No. 33 of 1965)), the total trading value during the accounting period for each of the types, and the total par value as of the Current Period End for each of the issues (in the case of a trust in which said government or corporate bonds are scheduled to be sold, including the aggregate market value);

(iv) in cases where derivative transactions have been carried out, the outstanding balance of transaction contracts or the outstanding balance of transactions as of the Current Period End, and the amount of transaction contracts or the amount of transactions during the accounting period for each type of transactions;

(v) regarding real property, the right of lease of real property, or superficies rights, the following matters (regarding the matters listed in sub-item (b) or (c), excluding cases where a prior consent to omission of the statement thereof has been obtained from beneficiaries):

(a) the location or address of the real property and other matters necessary to identify the real property;

(b) regarding a trust in which the real property is scheduled to be sold, the value of each piece of real property as of the Current Period End (meaning the appraisal price, posted price, published land price, assessed value for fixed asset tax (meaning the price registered in the land tax ledger or supplemental land tax ledger pursuant to the provision of Article 381, paragraph (1) or (2) of the Local Tax Act (Act No. 226 of 1950)), or other price rationally calculated based on data);

(c) in cases where lease contracts on real property have been concluded, the operation rates and the total number of counter parties of the lease contracts as of the Current Period End, and the total rent income during the accounting period, for each piece of real property; and

(ii) in cases where said real property has been sold, the total trading value during the accounting period;

(vi) regarding monetary claims, the following matters:

(a) the types and the value of the claims (it shall be sufficient to state only the total value for each type of the claims) as of the Current Period End, and other matters concerning the details of the claims; and

(b) in cases where the claims have been sold, the total trading value for each type of the claims during the accounting period;

(vii) regarding intellectual property rights (meaning intellectual property rights prescribed in Article 2, paragraph (2) of the Intellectual Property Basic Act (Act No. 122 of 2002); the same shall apply hereinafter), the following matters (regarding the matters listed in sub-item (c), excluding cases where a prior consent to omission of the statement thereof has been obtained from beneficiaries):

(a) the type of intellectual property rights and other matters necessary to identify the intellectual property rights;

(b) in cases where licenses, rights to use, and other rights (hereinafter referred to as "Licenses, etc." in this item) have been established with regard to intellectual property rights through establishing acts, the scope of the Licenses, etc. and other matters concerning the details of the acts establishing the Licenses, etc. for each of the intellectual property rights;

(c) in the case of a trust in which said intellectual property rights are scheduled to be sold, the appraised value as of the Current Period End, for each of the intellectual property rights; and

(d) the status of transactions during the accounting period, for each of the intellectual property rights;

(viii) regarding property other than those set forth in item (ii) to the preceding item inclusive (excluding beneficial interest pertaining to any of the following trusts; hereinafter referred to as "Subject Property" in this item), the following matters for each type of Subject Property (provided, however, that regarding the matters listed in sub-item (c), excluding cases where a prior consent to omission of the statement thereof has been obtained from beneficiaries):

(a) the type of Subject Property, the name of right holders, and other matters necessary to identify the Subject Property, as of the Current Period End;

(b) in cases where any rights have been established for the Subject Property, the name of the right holders of said rights and other matters concerning the details of said rights, for each of the Subject Property;

(c) in the case of a trust in which the Subject Property is scheduled to be sold, the appraised value as of the Current Period End, for each of the Subject Property; and

(d) the status of transactions during the accounting period, for each of the Subject Property;

(ix) regarding beneficial interest pertaining to a trust, the purpose of which is to have beneficiaries of another trust acquire beneficial interest, the matters listed in item (ii) to the preceding item inclusive for the immediately preceding accounting period, for each type of trust property pertaining to said beneficial interest;

(x) in cases where a Life Insurance Company assumes obligations for processing trust affairs (excluding any obligations to be assumed generally for processing trust affairs), the total amount of said obligations, the amount of obligations for each contract, and other matters concerning the details of said obligations (in cases where said obligations are borrowing, including the total amount of the borrowing, including information on the features of the lender, borrowed amount, due date, outstanding balance as of the Current Period End, interest rates for the accounting period and borrowing period, method of repayment and creation of security, as itemized by the relevant contracts, and aim and purpose of use of such borrowing; and

(xi) in cases where a Life Insurance Company entrusts a third party with Insurance Money Trust Business other than the businesses listed in the items of Article 22, paragraph (3) of the Trust Business Act as applied mutatis mutandis pursuant to Article 99, paragraph (8) of the Act, which pertains to said trust property, the name or trade name, and the address or location of the entrusted party, as well as the consideration for the entrustment and the details of the entrusted businesses.

(2) A Life Insurance Company, etc. Carrying Out Insurance Money Trust Business may, when making a statement of the matters listed in item (i) of the preceding paragraph, replace the data on the status of the assets, liabilities, and the principal as of the Current Period End with the balance sheet as of the Current Period End, and the data on the status of profit and loss during the accounting period with the income and expenditure statement of said trust property for the accounting period.

(3) A Report shall be prepared clearly enough so that the status of the trust property can be accurately judged.

(4) The amounts of the matters listed in the items of paragraph (1) may be indicated by million yen; provided, however, that this shall not apply where such indication poses a risk of impeding accurate judgment of the status of the trust property.

(5) A Life Insurance Company, etc. Carrying Out Insurance Money Trust Business shall prepare a Report pertaining to the trust property without delay after the termination of the accounting period of the trust property or the period specified by the act of trust and deliver it to beneficiaries; provided, however, that this shall not apply where said Report is to be delivered to beneficiaries after the termination of the period specified by the act of trust and when the case falls under the items of the following Article.

(Exemption from Requirement of Delivery of Report on the Status of Trust Property)

Article 52-21 The cases to be specified by Cabinet Office Ordinance, as referred to in the proviso to Article 27, paragraph (1) of the Trust Business Act as applied mutatis mutandis pursuant to Article 99, paragraph (8) of the Act, shall be as follows:

(i) the cases where the beneficiary is a Qualified Institutional Investor, etc.; where a prior consent to omission of delivery of a report on the status of trust property has been obtained from the beneficiary (in cases where an agent for the beneficiary currently exists, including said agent for the beneficiary; hereinafter the same shall apply in this item) in writing or by the Electromagnetic Means; and where the system has been established so that a response can be made promptly to inquires on the status of the trust property from the beneficiary;

(i)-2 the cases where the beneficiary is a beneficiary of beneficial interest in bearer form (meaning beneficial interest in bearer form prescribed in Article 110, paragraph (3) of the Trust Act; the same shall apply hereinafter) in a Trust for which Beneficiary Securities Have Been Issued (meaning a Trust for which Beneficiary Securities Have Been Issued prescribed in Article 185, paragraph (3) of that Act; the same shall apply hereinafter); and where the system has been established so that a report on the status of trust property can be delivered to such beneficiary whose name and address are already known to the Life Insurance Company, etc. Carrying Out Insurance Money Trust Business, and a report on the status of trust property can also be delivered promptly upon request from other persons;

(ii) the cases where a trust manager or an agent for the beneficiary currently exists, and when a report on the status of trust property is to delivered to the trust manager or the agent for the beneficiary;

(iii) the cases where the trust is accepted by way of a trust contract to conduct the management or disposition of trust property by instruction from a Financial Instruments Business Operator, etc. (limited to a person carrying out investment management business (meaning the investment management business prescribed in Article 28, paragraph (4) of the Financial Instruments and Exchange Act; the same shall apply hereinafter); hereinafter the same shall apply in this item); and where all the beneficiaries of said trust are customers of the Financial Instruments Business Operator, etc., and the Financial Instruments Business Operator, etc. is provided with information necessary for preparing an Investment Report set forth in Article 42-7, paragraph (1) of that Act;

(iv) the cases where the trust is accepted by way of a trust contract to conduct the management or disposition of trust property by instruction from a commodities investment advisor prescribed in Article 2, paragraph (4) of the Act on Regulation of Business Pertaining to Commodity Investment; and beneficiaries of said trust are all customers of the commodities investment advisor, and where the commodities investment advisor is provided with information necessary for preparing a report set forth in Article 20 of that Act;

(v) the cases where the trust has been accepted by way of a trust contract with Provision for Compensation of Principal, and where the system has been established so that a response can be made promptly to inquires on the status of the trust property from a beneficiary;

(vi) the cases where a prior consent has been obtained from a beneficiary in writing or by the Electromagnetic Means to the effect that the delivery of a report on the status of trust property shall be replaced with the delivery of a document containing the details of each transaction or the provision thereof by the Electromagnetic Means, and where the details of said transactions are provided to a beneficiary in writing or by the Electromagnetic Means; and

(vii) the cases where a document or electromagnetic record prepared for other purposes contain statements or records of the matters listed in the items of paragraph (1) of the preceding Article, and where the contents of the statement or record in said document or electromagnetic record are provided to a beneficiary in writing or by the Electromagnetic Means.

(Matters Concerning the Development of a System for Managing Certain Trust Property Separately from Own Proprietary Assets and Other Trust Property)

Article 52-22 (1) A Life Insurance Company, etc. Carrying Out Insurance Money Trust Business (including a person who has been entrusted by the Life Insurance Company, etc. Carrying Out Insurance Money Trust Business with Insurance Money Trust Business other than the businesses listed in the items of Article 22, paragraph (3) of the Trust Business Act as applied mutatis mutandis pursuant to Article 99, paragraph (8) of the Act) shall manage the property belonging to the relevant trust property separately from the property belonging to the trust property of other trusts through such means as segregating the places of the custody thereof and in a condition which enables the identification of the beneficiaries pertaining to said trust property.

(2) A Life Insurance Company, etc. Carrying Out Insurance Money Trust Business shall, when entrusting a third party with the management of the trust property pursuant to the provision of Article 22, paragraph (1) of the Trust Business Act as applied mutatis mutandis pursuant to Article 99, paragraph (8) of the Act, develop a system sufficient to ensure that the entrusted third party will manage the property belonging to the relevant trust property through such means as segregating such property separately from its own proprietary assets and other property, in accordance with the types of the trust property.

(3) In order to clarify the processing of trust business and the calculation, a Life Insurance Company, etc. Carrying Out Insurance Money Trust Business shall prepare books and documents listed in items (i) and (ii) in accordance with the appended table and preserve them for the period specified in the following items, in accordance with the categories of the documents as respectively set forth therein:

(i) trust account ledger: for ten years from the final day of the accounting period of the trust property or the final day of the period specified by the act of trust;

(ii) general ledger: for five years from the day on which the general ledger is prepared; and

(iii) written contract for the entrustment of Insurance Money Trust Business (excluding the businesses listed in the items of Article 22, paragraph (3) of the Trust Business Act as applied mutatis mutandis pursuant to Article 99, paragraph (8) of the Act): for five years from the final day of the contract for the entrustment.

(Matters Concerning the Development of a System to Avoid Damages to Trust Property or Eclipse of Credibility of Trust Business)

Article 52-23 (1) A Life Insurance Company, etc. Carrying Out Insurance Money Trust Business (including a person who has been entrusted by the Life Insurance Company, etc. Carrying Out Insurance Money Trust Business with Insurance Money Trust Business other than the businesses listed in the items of Article 22, paragraph (3) of the Trust Business Act as applied mutatis mutandis pursuant to Article 99, paragraph (8) of the Act) shall develop a system sufficient to properly perform internal management affairs as set forth in the following items:

(i) ensuring personnel structure that enables proper performance of internal management affairs;

(ii) developing internal rules for properly performing internal management affairs (limited to internal rules that contain provisions which clarify the internal responsibility system related to said affairs); and

(iii) ensuring the independence of persons engaged in internal management affairs from sectors that conduct the management or disposition of the trust property.

(2) The term "internal management affairs" set forth in the preceding paragraph shall mean the following:

(i) affairs related to Compliance Management (meaning the judgment on whether the business complies with laws and regulations (including laws and regulations of foreign states) or dispositions issued by administrative agencies under laws and regulations (including similar dispositions issued under laws and regulations of foreign states) (hereinafter referred to as "Laws and Regulations, etc." in this item, and the assurance of compliance with the Laws and Regulations, etc. by the officers and employees);

(ii) affairs related to an internal audit and internal inspection; and

(iii) affairs related to finance.

(3) A Life Insurance Company, etc. Carrying Out Insurance Money Trust Business shall, for the purpose of ensuring appropriate operations of trust agreement agency business by the entrusted Trust Agreement Agency, establish a system sufficient to provide guidance for the Trust Agreement Agency and to verify the status of compliance with laws and regulations related to the trust agreement agency business by the Trust Agreement Agency.

(4) In cases where a Life Insurance Company, etc. Carrying Out Insurance Money Trust Business establishes its Head Office, etc. (meaning Head Office, etc. specified in Article 13-5, paragraph (1), item (i) of the Cabinet Order), business office, or other office in the same building as the head office, etc., business office, other office, or agent of another Life Insurance Company, etc. Carrying Out Insurance Money Trust Business, trust company, foreign trust company, or financial institution (meaning any of the financial institutions listed in the items of Article 2 of the Order for Enforcement of the Act on Engagement in Trust Business by a Financial Institution; hereinafter the same shall apply in this paragraph and paragraph (5), item (vii) of the following Article) (including a business office or other office of a Bank Agent, etc. (meaning a Bank Agent as prescribed in Article 2, paragraph (15) of the Banking Act, a Long Term Credit Bank Agent as prescribed in Article 16-5, paragraph (3) of the Long Term Credit Bank Act, a Shinkin Bank Agent as prescribed in Article 85-2, paragraph (3) of the Shinkin Bank Act, a Labor Bank Agent as prescribed in Article 89-3, paragraph (3) of the Labor Bank Act, a Credit Cooperative Agent as prescribed in Article 6-3, paragraph (3) of the Act on Financial Businesses by Cooperative, a Specific Credit Business Agent as prescribed in Article 92-2, paragraph (3) of the Agricultural Cooperatives Act, a Specific Credit Business Agent as prescribed in Article 121-2, paragraph (3) of the Fishery Cooperatives Act and a Norinchukin Bank Agent as prescribed in Article 95-2, paragraph (3) of the Norinchukin Bank Act; the same shall apply in Article 234 and Article 234-27) and conducts its business therein, it shall take appropriate measures to prevent customers from misidentifying said Life Insurance Company, etc. Carrying Out Insurance Money Trust Business with those another Life Insurance Company, etc. Carrying Out Insurance Money Trust Business, trust company, foreign trust company, or financial institution.

(5) In cases where a Life Insurance Company, etc. Carrying Out Insurance Money Trust Business conducts its business by the use of a computer connected via telecommunications line, it shall take appropriate measures to prevent customers from misidentifying said Life Insurance Company, etc. Carrying Out Insurance Money Trust Business with other persons.

(Rules for Acts Pertaining to Trust Property)

Article 52-24 (1) The transactions to be specified by Cabinet Office Ordinance, as referred to in Article 29, paragraph (1), item (iii) of the Trust Business Act as applied mutatis mutandis pursuant to Article 99, paragraph (8) of the Act shall be as follows:

(i) transactions that are not deemed to exclusively aim to gain profits from business operated by a person other than him/herself or beneficiaries pertaining to the trust property by way of carrying out new transactions with the counterparty to the transactions;

(ii) transactions that are carried out by using information accessible to a third party;

(iii) transactions that are carried out by disclosing important facts concerning said transactions to beneficiaries pertaining to the trust property and obtaining their consent in writing or by the Electromagnetic Means; or

(iv) other transactions that are deemed unlikely to cause damage to the trust property.

(2) The acts to be specified by Cabinet Office Ordinance, as referred to in Article 29, paragraph (1), item (iv) of the Trust Business Act as applied mutatis mutandis pursuant to Article 99, paragraph (8) of the Act shall be as follows:

(i) after carrying out trading or other transactions of trust property, specifying the trust property pertaining to said transactions in a manner that provides profits or causes loss unjustly to some of the beneficiaries;

(ii) carrying out or not carrying out transactions for trust property under unjust restrictions or restraints from another person;

(iii) carrying out transactions for the purpose of creating manipulative prices to specified assets;

(iv) except for cases where a Life Insurance Company discloses important facts concerning transactions to a beneficiary pertaining to the trust property (in cases where a trust manager or an agent for the beneficiary currently exists, including the trust manager or the agent for the beneficiary) and obtaining his/her consent in writing or by the Electromagnetic Means, carrying out transactions under which the Life Insurance Company establishes a security interest regarding property falling under trust property, secured with a claim pertaining to obligations belonging to its own property, or conducts other acts with a third party in connection with trust property, under conditions that are more disadvantageous to the beneficiary than those for ordinary transactions, and which result in a conflict of interests between the trustee or the Interested Parties and the beneficiary; or

(v) designating an agent for the beneficiary exclusively aiming to make changes regarding important trusts, etc. (meaning changes regarding important trusts, etc. prescribed in Article 29-2, paragraph (1) of the Trust Business Act as applied mutatis mutandis pursuant to Article 99, paragraph (8) of the Act; the same shall apply hereinafter).

(3) The cases to be specified by Cabinet Office Ordinance, as referred to in Article 29, paragraph (2) of the Trust Business Act as applied mutatis mutandis pursuant to Article 99, paragraph (8) of the Act shall be as follows:

(i) the cases where transactions are carried out only by instruction from the settlors or any persons entrusted with the authority to give instruction by the settlors (excluding the cases where such persons fall under those listed in the items of Article 13-7, paragraph (1) of the Cabinet Order), or from the beneficiaries or any persons entrusted with the authority to give instruction by the beneficiaries;

(ii) the cases where it is deemed reasonably necessary in light of the purpose of the trust, and transactions are carried out by the method respectively set forth as follows, in accordance with the type of the following transactions:

(a) buying and selling of the following Securities (meaning Securities prescribed in Article 2, paragraphs (1) and (2) (Definitions) of the Financial Instruments and Exchange Act, and including standardized instruments pertaining to Securities (meaning standardized instruments listed in Article 2, paragraph (24), item (v) of that Act; hereinafter simply referred to as "Standardized Instruments"), Securities listed in paragraph (1), item (xx) of that Article indicating the rights pertaining to these Securities, and rights deemed to be Securities under paragraph (2) of that Article that are to be indicated on these Securities):

1. Securities (excluding Standardized Instruments) listed on a Financial Instruments Exchange prescribed in Article 2, paragraph (16) of the Financial Instruments and Exchange Act; the same shall apply hereinafter): buying and selling conducted on a Financial Instruments Exchange Market (meaning a Financial Instruments Exchange Market prescribed in Article 2, paragraph (17) of that Act; hereinafter the same shall apply in this item), or conducted at the value calculated based on the publicized closing price as of the preceding day or at other value calculated in a reasonable method as the equivalent value;

2. Over-the-Counter Traded Securities (meaning Over-the-Counter Traded Securities prescribed in Article 2, paragraph (8), item (x), sub-item (c) of the Financial Instruments and Exchange Act): buying and selling conducted on an Over-the-Counter Securities Market (meaning an Over-the-Counter Securities Market prescribed in Article 67, paragraph (2) (Purposes of Authorized Association) of that Act), or conducted at the value calculated based on the publicized closing price as of the preceding day or at other value calculated in a reasonable method as the equivalent value; or

3. Securities other than those listed in 1. and 2. that are listed as follows: buying and selling conducted at the value calculated based on the publicized closing price as of the preceding day or at other value calculated in a reasonable method as the equivalent value:

i. Securities listed in Article 2, paragraph (1), items (i) to (v) of the Financial Instruments and Exchange Act (including Securities listed in item (xvii) of said paragraph that have nature of these Securities; the same shall apply in ii.);

ii. Securities listed in Article 2, paragraph (1), item (ix) of the Financial Instruments and Exchange Act whose price is to be publicized in accordance with the rules provided by an Authorized Financial Instruments Firms Association (meaning an Authorized Financial Instruments Firms Association prescribed in paragraph (13) of that Article; the same shall apply in ii.) or an organization with characteristics similar to an Authorized Financial Instruments Firms Association that is established in a foreign state; or

iii. Securities listed in Article 2, paragraph (1), items (x) and (xi) of the Financial Instruments and Exchange Act;

(b) Market Transactions of Derivatives (meaning Market Transactions of Derivatives prescribed in Article 2, paragraph (21) of the Financial Instruments and Exchange Act; the same shall apply hereinafter) and Foreign Market Derivatives Transactions (meaning Foreign Market Transactions of Derivatives prescribed in paragraph (23) of that Act; the same shall apply hereinafter): transactions carried out on a Financial Instruments Exchange Market or a Foreign Financial Instruments Market (meaning a Foreign Financial Instruments Market prescribed in Article 2, paragraph (8), item (iii), sub-item (b) of the Financial Instruments and Exchange Act);

(c) buying and selling of real property: buying and selling conducted at the price investigated based on an appraisal by a real property appraiser; or

(d) other transactions: transactions carried out under conditions that are not disadvantageous to beneficiaries compared to those for ordinary transactions for the same type and the same volume under similar circumstances;

(iii) the cases where transactions are carried out by disclosing important facts concerning each of the transactions to beneficiaries pertaining to the trust property and obtaining their consent in writing or by the Electromagnetic Means; or

(iv) the cases where transactions are carried out by obtaining approval from the Commissioner of the Financial Services Agency as other transactions that are unlikely to interfere with the protection of beneficiaries.

(4) A Life Insurance Company, etc. Carrying Out Insurance Money Trust Business shall prepare a document containing the matters listed in the following items, without delay, for each accounting period for trust property, pursuant to the provision of Article 29, paragraph (3) of the Trust Business Act as applied mutatis mutandis pursuant to Article 99, paragraph (8) of the Act and deliver it to beneficiaries:

(i) in cases where the transaction party is a juridical person, its trade name or name and the location of its business office or any other office, and in cases where the transaction party is an individual, to that effect;

(ii) in cases where the counterparty of the transactions with trust property is an interested person of a Life Insurance Company, etc. Carrying Out Insurance Money Trust Business, the relationship between the interested person and the Life Insurance Company, etc. Carrying Out Insurance Money Trust Business (in cases where the counterparty of the transactions with trust property is an interested person of a person who has been entrusted by the Life Insurance Company, etc. Carrying Out Insurance Money Trust Business with Insurance Money Trust Business (excluding businesses listed in the items of Article 22, paragraph (3) of the Trust Business Act as applied mutatis mutandis pursuant to Article 99, paragraph (8) of the Act), the relationship between the interested person and the entrusted person);

(iii) the method of the transactions;

(iv) the date of the transactions;

(v) the types of the trust property pertaining to the transactions and other matters necessary to identify the trust property;

(vi) the types and issues of the assets or rights to become the subject of the transactions and other matters necessary to identify the transaction subjects;

(vii) the quantity of the transaction subjects (regarding transactions repeated under a specified continuous transaction contract between the same parties, the quantity of the transactions during the accounting period of said trust property);

(viii) transaction prices (regarding transactions repeated under a specified continuous transaction contract between the same parties, the total of said transaction prices during the accounting period of said trust property);

(ix) reasons for carrying out the transactions;

(x) in cases where a Life Insurance Company, etc. Carrying Out Insurance Money Trust Business (including a person who has been entrusted by the Life Insurance Company, etc. Carrying Out Insurance Money Trust Business with Insurance Money Trust Business other than the businesses listed in the items of Article 22, paragraph (3) of the Trust Business Act as applied mutatis mutandis pursuant to Article 99, paragraph (8) of the Act) or an interested person thereof has obtained fees or other remuneration in relation to the transactions, the amount of such remuneration;

(xi) the date of the delivery of the document; and

(xii) other matters which would serve as reference information.

(5) The cases to be specified by Cabinet Office Ordinance, as referred to in the proviso to Article 29, paragraph (3) of the Trust Business Act as applied mutatis mutandis pursuant to Article 99, paragraph (8) of the Act shall be as follows:

(i) the cases where the beneficiary is a Qualified Institutional Investor, etc.; where a prior consent to omission of delivery of a document has been obtained from the beneficiary (in cases where an agent for the beneficiary currently exists, including said agent for the beneficiary; hereinafter the same shall apply in this item) in writing or by the Electromagnetic Means; and where the system has been established so that a response can be made promptly to inquires on individual transactions from the beneficiary;

(i)-2 the cases where the beneficiary is a beneficiary of beneficial interest in bearer form in a Trust for which Beneficiary Securities Have Been Issued; and where the system has been established so that a document can be delivered to such beneficiary whose name and address are already known to the Life Insurance Company, etc. Carrying Out Insurance Money Trust Business, and a document can also be delivered promptly upon request from other persons;

(ii) the cases where transactions set forth in the items of Article 29, paragraph (2) of the Trust Business Act as applied mutatis mutandis pursuant to Article 99, paragraph (8) of the Act have been carried out only by instruction from a settlor or a person entrusted with the authority to give instruction by the settlor (excluding cases where these persons fall under those listed in the items of Article 13-7, paragraph (1) of the Cabinet Order) or from a beneficiary or a person entrusted with the authority to give instruction by the beneficiary; where a prior consent to omission of delivery of a document has been obtained from a beneficiary (in cases where a trust manager or an agent for the beneficiary currently exists, including the trust manager or the agent for the beneficiary; hereinafter the same shall apply in this item), and where the system has been established so that a response can be made promptly to inquires on individual transactions from the beneficiary;

(iii) in cases where a trust manager or an agent for a beneficiary currently exists, the cases where a document is to be delivered to the trust manager or the agent for the beneficiary;

(iv) the cases where a prior consent has been obtained from a beneficiary in writing or by the Electromagnetic Means to the effect that the delivery of a document prescribed in Article 29, paragraph (3) of the Trust Business Act as applied mutatis mutandis pursuant to Article 99, paragraph (8) of the Act shall be replaced with the provision of the details of each of the transactions listed in the items of paragraph (2) of that Article in writing or by the Electromagnetic Means, and where the details of said transactions are provided to a beneficiary in writing or by the Electromagnetic Means;

(v) the cases where the trust has been accepted by way of a trust contract with Provision for Compensation of Principal, and where the system has been established so that a response can be made promptly to inquires on individual transactions from a beneficiary;

(vi) the cases where transactions listed in paragraph (3), item (ii), sub-items (a) and (b) are carried out;

(vii) the cases where monetary claims (limited to those pertaining to call loans, those indicated in the form of negotiable certificates of deposits, or those pertaining to deposits or savings to financial institutions) are acquired or transferred; or

(viii) the cases where beneficial interest in a monetary trust with an agreement on compensation of principal under Article 6 (Conclusion of a trust contract on Compensation of Loss, etc.) of the Act on Engagement in Trust Business by a Financial Institution is acquired or transferred.

(Method of Public Notice of Major Change, etc. to Trust)

Article 52-25 The public notice under Article 29-2, paragraph (1) of the Trust Business Act as applied mutatis mutandis pursuant to Article 99, paragraph (8) of the Act shall be given in accordance with the method of public notice used by a Life Insurance Company, etc. Carrying Out Insurance Money Trust Business.

(Special Provisions for Trust for which Beneficiary Securities Have Been Issued pertaining to Public Notice of Major Change, etc. to Trust)

Article 52-26 In cases where a Life Insurance Company, etc. Carrying Out Insurance Money Trust Business, which is the trustee of the Trust for which Beneficiary Securities Have Been Issued, gives a public notice pursuant to the provision of the preceding Article, the Life Insurance Company, etc. Carrying Out Insurance Money Trust Business shall give a notice of the matters listed in the items of Article 29-2, paragraph (1) of the Trust Business Act as applied mutatis mutandis pursuant to Article 99 of the Act separately to each beneficiary of beneficial interest in bearer form whose name and address are already known to it.

(Matters to be Publicly Noticed or Noticed concerning Major Change, etc. to Trust)

Article 52-27 The matters to be specified by Cabinet Office Ordinance, as referred to in Article 29-2, paragraph (1), item (iii) of the Trust Business Act as applied mutatis mutandis pursuant to Article 99, paragraph (8) of the Act shall be as follows:

(i) the grounds for making a major change, etc. to the trust;

(ii) the details of the major change, etc. to the trust;

(iii) the scheduled date of the major change, etc. to the trust;

(iv) the period for making objections; and

(v) the method for making objections.

(When No Major Change, etc. to Trust may be Allowed)

Article 52-28 The time to be specified by Cabinet Office Ordinance, as referred to in Article 29-2, paragraph (3) of the Trust Business Act as applied mutatis mutandis pursuant to Article 99, paragraph (8) of the Act shall be when the details of each beneficial interest are not the same and when the equity interest of the beneficial interest in said trust in the trust property (hereinafter referred to as the "Interest in Principal" in this Article and the following Article) exceeds fifty percent of the total of the Interest in Principal of the beneficial interest in said trust as of the time of giving a public notice or a notice pursuant to the provision of Article 29-2, paragraph (1) of the Trust Business Act as applied mutatis mutandis pursuant to Article 99, paragraph (8) of the Act.

(Criteria for Granting Approval for Beneficiaries on Exclusion from Application of Major Change, etc. to Trust)

Article 52-29 The amount to be specified by Cabinet Office Ordinance, as referred to in Article 29-2, paragraph (4), item (ii) of the Trust Business Act as applied mutatis mutandis pursuant to Article 99, paragraph (8) of the Act shall be, when the details of each beneficial interest are not the same, the total of the Interest in Principal of the beneficial interest in said trust.

(Matters to be Explained concerning the Scope, etc. of Reimbursement or Advanced Payment of Costs, etc.)

Article 52-30 The matters to be specified by Cabinet Office Ordinance, as referred to in Article 29-3 of the Trust Business Act as applied mutatis mutandis pursuant to Article 99, paragraph (8) of the Act shall be as follows:

(i) the matters concerning the trust fees;

(ii) the matters concerning taxes and other costs for the trust property;

(iii) the matters concerning the risk of losing the Beneficial Interest in Trust; and

(iv) in cases where there are any costs, etc. (meaning costs, etc. prescribed in Article 48, paragraph (1) of the Trust Act) or trust fees that have been determined by the time when intending to reach an agreement as prescribed in Article 48, paragraph (5) of that Act (including cases where applied mutatis mutandis pursuant to Article 54, paragraph (4) of that Act), the amount thereof.

(Maximum Profit Rate of Contract to Fill in Profits)

Article 52-31 In cases where a Life Insurance Company, etc. Carrying Out Insurance Money Trust Business concludes, in advance, a contract to provide to the effect that a certain amount of profits is to be filled in pursuant to the provision of Article 6 of the Act on Engagement in Trust Business by a Financial Institution as applied mutatis mutandis pursuant to Article 99, paragraph (8) of the Act, the profit rate shall not exceed the rate specified by the Commissioner of the Financial Services Agency.

(trust contract that Allows Compensation of Losses)

Article 52-32 Trust contracts to be specified by Cabinet Office Ordinance, as referred to in Article 6 of the of the Act on Engagement in Trust Business by a Financial Institution as applied mutatis mutandis pursuant to Article 99, paragraph (8) of the Act shall be trust contracts other than those aiming to invest over fifty percent of the total amount of the trust property pertaining to said trust contracts in any of the following assets:

(i) Securities (meaning Securities prescribed in Article 2, paragraph (1) (excluding items (xii) and (xiv)) of the Financial Instruments and Exchange Act (including rights that are deemed to be Securities pursuant to the provision of paragraph (2) of that Article); the same shall apply in item (v));

(ii) rights pertaining to derivative transactions;

(iii) Futures Transactions prescribed in Article 2, paragraph (8) of the Financial Instruments and Exchange Act (including transactions carried out on a foreign market equivalent to a Commodity Market prescribed in paragraph (9) of that Article that are similar to Futures Transactions prescribed in paragraph (8) of that Article);

(iv) beneficial interest in trust of money aiming to invest mainly in the assets listed in the preceding items (excluding beneficial interest that falls under those listed in item (i)); or

(v) beneficial interest in trust into which Securities are entrusted.

(Measures Concerning Business Operation)

Article 53 (1) An Insurance Company shall take the following measures for its business, pursuant to the provision of Article 100-2 of the Act:

(i) upon insurance solicitation for an insurance contract listed in Article 74, item (i), sub-item (a) and item (iii) (excluding insurance contracts listed in Article 83, item (i), sub-items (b) and (d); the same shall apply in items (v) to (vii)), measures to ensure that a Life Insurance Agent or a Non-Life Insurance Agent makes explanations by delivering to a policyholder a document containing the following matters:

(a) the types and the evaluation method of the assets belonging to special account (hereinafter referred to as the "Assets" in this item and items (v) and (vi));

(b) investment policies of the Assets; and

(c) that the amount of Insurance Money, etc. in the future is uncertain, depending on the investment performance of the Assets;

(ii) upon insurance solicitation for an insurance contract for which the amount of Insurance Money, etc. is indicated in foreign currency (excluding insurance contracts listed in Article 83, item (iii) with a business operator (meaning a juridical person or other organization, and an individual who becomes a party to a contract as a business or for the purpose of business; the same shall apply hereinafter) as the policyholder), measures to ensure that a Life Insurance Agent or a Non-Life Insurance Agent makes explanations by delivering to a policyholder a document stating that the amount of Insurance Money, etc. converted into Japanese currency at the foreign exchange rate as of the time of its payment may be below the amount of Insurance Money, etc. converted into Japanese currency at the foreign exchange rate as of the time of concluding the insurance contract;

(iii) upon insurance solicitation for an insurance contract that undertakes to use projected surrender rate for calculating insurance premiums and not to pay any refund for surrender, measures to ensure that a Life Insurance Agent or a Non-Life Insurance Agent makes explanations by delivering to a policyholder a document stating that there is no refund for surrender;

(iv) upon insurance solicitation for a new insurance contract to be effected by terminating an already effected insurance contract (hereinafter referred to as the "Existing Contract" in this item) and allocating the policy reserve (meaning the amount reserved for the insured, notwithstanding the provision of Article 10, item (ii); hereinafter the same shall apply in this item), refunds, or any other amounts reserved for the insured for the Existing Contract to the policy reserve or insurance premiums for the new insurance contract (limited to the case where the insured of the Existing Contract and the new insurance contract is the same person), measures to ensure that a Life Insurance Agent or a Non-Life Insurance Agent makes explanations by delivering to a policyholder a document containing the following matters (the matters specified in sub-item (a) shall be stated in a method that allows comparison between the Existing Contract and the new insurance contract):

(a) the types of insurance concerning the Existing Contract and the new insurance contract, the amounts of insurance money, the insurance periods, insurance premiums (amounts shall be stated for each of the general policy conditions and other major special provisions for benefits), the periods for paying insurance premiums, and other important matters concerning insurance contracts; and

(b) the fact that there is a way to review the insurance details, while maintaining the Existing Contract, and said way;

(v) upon insurance solicitation for an insurance contract listed in Article 74, item (i), sub-item (a) and item (iii), measures to have a Life Insurance Agent or a Non-Life Insurance Agent deliver to a policyholder a document containing the matters concerning the investment of Assets as listed in the appended table (in cases where the assets pertaining to said insurance contract are invested through the acquisition of Beneficiary Certificates or Investment Securities, the matters listed in the appended table as extremely important matters concerning the investment of Assets);

(vi) upon insurance solicitation for an insurance contract listed in Article 74, item (i), sub-item (a) and item (iii) (limited to insurance contracts in which the Assets are invested through the acquisition of Beneficiary Certificates or Investment Securities), measures to have a Life Insurance Agent or a Non-Life Insurance Agent deliver to a policyholder a document containing the matters listed in the appended table as important matters concerning the investment of Assets, immediately upon the request of the delivery from the policyholder;

(vii) concerning an insurance contract listed in Article 74, item (i), sub-item (a) and item (iii), measures to have a Life Insurance Agent or a Non-Life Insurance Agent deliver to a policyholder a document containing the investment status of the assets pertaining to said insurance contract for each year;

(vii)-2 upon insurance solicitation for a contract for a third sector insurance for which provisions concerning the rights to change basic insurance rates shall be stated in a document listed in Article 4, paragraph (2), item (iii) of the Act, measures to ensure that a Life Insurance Agent or a Non-Life Insurance Agent makes explanations by delivering to a policyholder a document containing the following matters:

(a) requirements where the details of the insurance contract may be changed (including the criteria to exercise the rights to change basic insurance rates), parts to be changed, the details of the change, and the time to inform a policyholder of the change to the details of the insurance contract; and

(b) rationality of the projected incidence rate;

(vii)-3 concerning a contract for a third sector insurance specified in the preceding item, measures to have a Life Insurance Agent or a Non-Life Insurance Agent deliver to a policyholder a document containing the following matters for each year:

(a) whether or not the case meets the criteria to exercise the rights to change basic insurance rates;

(b) changes in the indicators to show the Actual Incidence Rate against the projected incidence rate prescribed in the criteria to exercise the rights to change basic insurance rates; and

(c) other matters which would serve as reference information for determining whether or not the case meets the criteria to exercise the rights to change basic insurance rates;

(viii) upon insurance solicitation for an underlying insurance contract in Japan, measures to ensure that a Life Insurance Agent or a Non-Life Insurance Agent makes explanations to a policyholder on the matters specified in sub-item (a) or (b), in accordance with the category of insurance contracts listed therein (limited to underlying insurance contracts in Japan; hereinafter the same shall apply in this item), by delivering a document containing the matters specified in sub-item (a) or (b), or by any other appropriate means:

(a) insurance contracts other than those listed in sub-item (b): whether or not the insurance contract pertaining to said insurance solicitation falls under the category of Covered Insurance Contracts prescribed in Article 270-3, paragraph (2), item (i) of the Act (hereinafter referred to as "Covered Insurance Contracts"), or the scope of the insurance contract falling under the category of Covered Insurance Contracts; or

(b) underlying life insurance contracts, etc. prescribed in Article 1-6, paragraph (2) (Rates to be Specified by Cabinet Office Ordinance and Ordinance of the Ministry of Finance as Referred to in Article 245, Item (i) of the Act) of the Order Concerning Special Measures, etc. for the Protection for Policyholders, etc. (Ordinance of the Ministry of Finance No. 124 of 1998; hereinafter referred to as the "Protection Order" in this item) whose insurance periods (for an insurance contract whose insurance period can be renewed or extended based on the provisions of the already effected insurance contract, the total insurance period including such renewed or extended insurance period) exceed five years (limited to insurance contracts for which the projected interest rate is used as the basis for the calculation of the insurance premiums or the policy reserve (including those for which the projected interest rate prescribed in parentheses of Article 50-5, paragraph (3) (Rates to be specified by Cabinet Office Ordinance and Ordinance of the Ministry of Finance as Referred to in Article 270-3, Paragraph (2), Item (i) of the Act) of the Protection Order is used): the matters listed in 1. and 2. below:

1. the matters specified in sub-item (a); and

2. that insurance contracts that fall under the category of contracts with high projected interest rate prescribed in Article 50-5, paragraph (3) of the Protection Order and insurance contracts pertaining to Bankrupt Insurance Companies (meaning Bankrupt Insurance Companies prescribed in Article 260, paragraph (2) of the Act) shall be subject to the provisions of Article 50-5, paragraph (2) of the Protection Order (including cases where applied mutatis mutandis pursuant to Article 50-11 of the Protection Order) and Article 1-6, paragraph (2) of the Protection Order, or Article 50-14, paragraph (2) (Rates to be Specified by Cabinet Office Ordinance and Ordinance of the Ministry of Finance as Referred to in Article 270-6-8, Paragraph (2) of the Act) of the Protection Order;

(ix) measures to enhance capacity of a Life Insurance Agent or a Non-Life Insurance Agent to conduct fair insurance solicitation; and

(x) in addition to what are specified in the preceding items, upon insurance solicitation, measures to ensure that a Life Insurance Agent or a Non-Life Insurance Agent makes explanations to a policyholder or the insured (excluding the cases where the insured cannot be identified at the time of concluding the insurance contract) by delivering a document containing important matters out of the details of the insurance contract, or by any other appropriate means.

(2) In lieu of the delivery of a document prescribed in items (v) to (vii)-3 of the preceding paragraph, a Life Insurance Agent or a Non-Life Insurance Agent may provide the matters to be stated in said document by the Electromagnetic Means, with the consent from the policyholder, as specified in the following paragraph. In this case, it shall be deemed that the Life Insurance Agent or the Non-Life Insurance Agent has delivered the document.

(3) When a Life Insurance Agent or a Non-Life Insurance Agent intends to provide the matters to be stated in the document pursuant to the provision of the preceding paragraph, he/she shall indicate the types and the contents of the Electromagnetic Means listed in the items of Article 14-10 that he/she intends to use to the policyholder and obtain a prior consent in writing or by the Electromagnetic Means.

(4) A Life Insurance Agent or a Non-Life Insurance Agent who has obtained the consent under the preceding paragraph may not provide the matters to be stated in the document to the policyholder by the Electromagnetic Means when the policyholder states, either in writing or by the Electronic Means, to the effect that he/she shall not receive the provisions of the matters by the Electromagnetic Means; provided, however, that this shall not apply in cases where the policyholder has given a consent under the provision of that paragraph again.

(Prevention of Misidentification Between Monetary Claims and Insurance Contracts)

Article 53-2 (1) In cases where an Insurance Company deals in the following instruments, it shall make an explanation to prevent customers from misidentifying such instruments with insurance contracts by delivering a document or by any other appropriate means, in accordance with the method of its business, in light of the Customer's knowledge, experience, property status, and the purpose of transactions:

(i) monetary claims prescribed in Article 98, paragraph (1), item (iv) of the Act; or

(ii) Securities listed in Article 33, paragraph (2), items (i) to (iv) of the Financial Instruments and Exchange Act (excluding national government bond securities, etc. (meaning Securities listed in Article 2, paragraph (1), items (i) and (ii) of that Act and Securities listed in items (iii) and (v) of that paragraph (limited to those for which the government guarantees redemption of principal and interest payments); the same shall apply in Article 59-2, paragraph (1), item (v), sub-item (f), 7.) and those falling under the category of Securities listed in the preceding item).

(2) In cases where an Insurance Company makes explanations as prescribed in the preceding paragraph, it shall explain the following matters (for corporate bonds (excluding Short-Term Bonds) issued by the Insurance Company, excluding the matters listed in items (iii) and (iv)):

(i) that the instruments are not insurance contracts;

(ii) that they do not fall under the category of Covered Insurance Contracts;

(iii) that the redemption of the principal is not guaranteed;

(iv) the contract parties; and

(v) other matters that are deemed to serve as reference information for preventing misidentification with insurance contracts.

(3) In cases where an Insurance Company deals in the instruments listed in paragraph (1) at its business office or any other office, it shall deal with them at a specified counter and present the matters prescribed in items (i) to (iii) of the preceding paragraph at the counter in a manner that customers can easily notice them.

(Dealing of Beneficiary Certificates, etc. by Renting a Branch to a Settlor Company of an Investment Trust, etc.)

Article 53-3 In cases where a Settlor Company of an Investment Trust or an asset investment company (meaning an asset investment company prescribed in Article 2, paragraph (19) of the Act on Investment Trust and Investment Corporation; the same shall apply hereinafter) deals in Beneficiary Certificates or Investment Securities by using part of an Insurance Company's business office or any other office, the Insurance Company shall clearly segregate the place where the Insurance Company deals in insurance contracts and the place where the Settlor Company of an Investment Trust or the asset investment company deals in Beneficiary Certificates or Investment Securities, and shall take appropriate measures such as avoiding any display that may cause misunderstanding of customers.

(Prevention of Misidentification Between Insurance Company and Other Persons)

Article 53-3-2 In cases where an Insurance Company conducts its business by the use of a computer connected via telecommunications line, it shall take appropriate measures to prevent customers from misidentifying said Insurance Company with other persons.

(Measures Concerning Business Operations when Having Banks, etc. Conduct Insurance Solicitation)

Article 53-3-3 When an Insurance Company has a Life Insurance AgentAgent or a Non-Life Insurance Representative that falls under the category of banks, etc. conduct insurance solicitation, it shall establish policies for entrusting business to a bank, etc., accurately ascertain the status of insurance solicitation by the bank, etc., and take other necessary measures, so that excessive insurance solicitation by the bank, etc. based on their credibility might not hinder healthy and proper business operations and fair insurance solicitation by the Insurance Company.

(Prevention of Misidentification pertaining to Joint Visit with Financial Institution Falling under Person in Specified Relationship)

Article 53-4 (1) An Insurance Company shall take measures to ensure that, where a Life Insurance Agent or a Non-Life Insurance Agent, who works with the Insurance Company as the Entrusting Insurance Company, etc., visits a Customer, upon insurance solicitation, together with the director, an accounting advisor or member who is to perform the duties thereof, a company auditor, an executive officer (including the president, an auditor, or other equivalent persons; the same shall apply in Article 53-6), or an employee of a financial institution that falls under a Person in Specified Relationship with the Insurance Company, said Life Insurance Agent or Non-Life Insurance Agent makes explanations to the Customer by delivering a document stating such fact as that the Insurance Company and the financial institution are different juridical persons.

(2) A "Person in Specified Relationship" prescribed in the preceding paragraph shall be as follows:

(i) a Subsidiary Company of said Insurance Company;

(ii) a Subsidiary Company of an Insurance Holding Company which has said Insurance Company as its Subsidiary Company (excluding said Insurance Company and that listed in the preceding item);

(iii) a Subsidiary Juridical Person, etc. of said Insurance Company (excluding those listed in the preceding two items);

(iv) the Parent Juridical Person, etc. which has said Insurance Company as its Subsidiary Juridical Person, etc. (excluding an Insurance Holding Company);

(v) a Subsidiary Juridical Person, etc. of the Parent Juridical Person, etc. which has said Insurance Company as its Subsidiary Juridical Person, etc. (excluding said Insurance Company and those listed in the preceding items);

(vi) an Affiliated Juridical Person, etc. of said Insurance Company;

(vii) in cases where said Insurance Company is an Affiliated Juridical Person, etc. of other Juridical Person, etc., said other Juridical Person, etc.

(viii) an Affiliated Juridical Person, etc. of the Parent Juridical Person, etc. which has said Insurance Company as its Subsidiary Juridical Person, etc. (excluding that listed in item (vi)); and

(ix) the following Juridical Person, etc. pertaining to a major shareholder of Insurance Company who holds the voting rights of said Insurance Company that amount to the Major Shareholder Threshold or more and who holds the voting rights pertaining to said Insurance Company that amount to over fifty percent of all shareholders' voting rights in the Insurance Company (such major shareholder of Insurance Company shall be limited to an individual; hereinafter referred to as a "Specified Individual Major Shareholder of Insurance Company" in this item) (such Juridical Person, etc. shall exclude said Insurance Company):

(a) a Juridical Person, etc. whose voting rights that amount to over fifty percent of those of all shareholders, etc. are held by said Specified Individual Major Shareholder of Insurance Company (including a Subsidiary Juridical Person, etc. and an Affiliated Juridical Person, etc. of said Juridical Person, etc.); or

(b) a Juridical Person, etc. whose voting rights that amount to twenty percent or more but fifty percent or less of those of all shareholders, etc. are held by said Specified Individual Major Shareholder of Insurance Company.

(3) A "financial institution" prescribed in the preceding paragraph shall be as follows:

(i) a bank (meaning a bank prescribed in Article 2, paragraph (1) (Definitions, etc.) of the Banking Act; the same shall apply hereinafter);

(ii) a Long Term Credit Bank;

(iii) a foreign person conducting the banking business;

(iv) Federations of Shinkin Banks;

(v) Federations of Labor Banks; or

(vi) federations of cooperatives that conduct the business set forth in Article 9-9, paragraph (1), item (i) (Federations of Cooperatives) of the Act on the Cooperative Associations of Small and Medium Enterprises, etc.

(4) The "Parent Juridical Person, etc." prescribed in paragraph (2) shall be the Parent Juridical Person, etc. prescribed in Article 13-5-2, paragraph (3) of the Cabinet Order.

Article 53-5 Deleted.

(Treatment of Non-Disclosure Finance Information Concerning Customers of Financial Institution Falling under Person in Specified Relationship)

Article 53-6 (1) An Insurance Company shall take measures to ensure that any non-disclosure finance information concerning a Customer handled by a financial institution (meaning a financial institution prescribed in Article 53-4, paragraph (3)) that falls under a Person in Specified Relationship (meaning a Person in Specified Relationship prescribed in paragraph (2) of that Article) with the Insurance Company while conducting its business (excluding business pertaining to insurance solicitation) (such non-disclosure finance information shall mean information concerning customers' deposits, exchange trades, or borrowing of funds or other non-disclosure information concerning customers' financial transactions or assets which may come to knowledge of any the officers or employees in the course of their duties (excluding information prescribed in Article 53-9 and special non-disclosure information prescribed in Article 53-10)) is not to be used for any business pertaining to insurance solicitation without obtaining a prior consent from said Customer in writing or by any other appropriate means.

(2) In lieu of a consent in writing from a Customer under the preceding paragraph, an Insurance Company may provide the matters to be stated in the document by the Electromagnetic Means by obtaining a consent from the Customer, as prescribed in the following paragraph. In this case, it shall be deemed that the Insurance Company has obtained a consent in writing from the Customer.

(3) When an Insurance Company intends to provide the matters to be stated in the document pursuant to the provision of the preceding paragraph, it shall indicate the types and the contents of the Electromagnetic Means listed in the items of Article 14-10 that it intends to use to the Customer and obtain a prior consent in writing or by the Electromagnetic Means.

(4) An Insurance Company that has obtained the consent under the preceding paragraph may not obtain a prior consent from the Customer by the Electromagnetic Means when the Customer states, either in writing or by the Electronic Means, to the effect that he/she shall not give a consent by the Electromagnetic Means; provided, however, that this shall not apply in cases where the Customer has given a consent under the provision of that paragraph again.

(Specified Transaction Account)

Article 53-6-2 (1) When an Insurance Company carries out specified transactions and meets all the following requirements, it shall establish a special account (hereinafter referred to as a "Specified Transaction Account") so as to deal specified transactions and property for specified transactions separately from other transactions and property. In this case, this shall not preclude an Insurance Company that does not meet either or any of the following requirements from establishing a Specified Transaction Account:

(i) that the largest sum of the account for Trading Securities and account for Trading Securities Sold for Short Sales between the term end prior to the most recent term end and the most recent term end is not less than 100 billion yen and not less than the amount equivalent to ten percent of the net assets as of the term end prior to the most recent term end; and

(ii) the sum of the account for Trading Securities and account for Trading Securities Sold for Short Sales as of the most recent term end is not less than 100 billion yen and not less than the amount equivalent to ten percent of the net assets as of said term end.

(2) Specified transactions set forth in the preceding paragraph shall mean, out of Market Transactions of Derivatives and Foreign Market Derivatives Transactions that an Insurance Company carries out, on its own account, for the purpose of obtaining profits by using short-term fluctuations or market gaps, etc. in interest rates, currency prices, quotation or other indicators in Financial Instruments Exchange Markets (referred to as the "Indicators" in paragraph (5)) or for the purpose of decreasing losses that may occur from transactions carried out for said purpose, transactions other than those falling under the category of Transactions of Securities-Related Derivatives and the following transactions:

(i) buying and selling of Securities (limited to buying and selling of national government bonds, etc. (meaning national government bonds, municipal bonds, or government guaranteed bonds (meaning corporate bonds or any other bonds, for which the government guarantees redemption of principal and interest payments; the same shall apply hereinafter), Securities listed in Article 2, paragraph (1), items (iv), (v), and (viii) (Definitions) of the Financial Instruments and Exchange Act (regarding Securities listed in items (iv) and (v) of that paragraph, excluding those pertaining to short-term corporate bonds listed in Article 98, paragraph (6), item (i) of the Act, short-term corporate bonds listed in item (v) of that paragraph, and specified short-term corporate bonds listed in item (vi) of that paragraph; hereinafter referred to as "Specified Trading Bonds" in this item), or securities or certificates issued by a foreign state or a foreign juridical person that have a nature of national government bonds or Specified Trading Bonds, and transactions listed in Article 28, paragraph (8), item (iii), sub-item (a) and item (iv), sub-item (a) (General Rules) of the Financial Instruments and Exchange Act) and Transactions of Securities-Related Derivatives (excluding transactions listed in item (iii), sub-item (a) and item (iv), sub-item (a) of that paragraph and those listed in items (xiv) and (xv));

(ii) acceptance of national government bonds, etc. (limited to transactions in which a contract is concluded to the effect that, upon issuance of national government bonds, etc., where there are no other persons to acquire the national government bonds, etc. in whole or in part, the Insurance Company will acquire the remaining part; the same shall apply in paragraph (5));

(iii) acceptance of Securities listed in Article 2, paragraph (1), item (iv) of the Financial Instruments and Exchange Act (excluding those pertaining to specified short-term corporate bonds prescribed in Article 98, paragraph (5) of the Act), Securities listed in Article 2, paragraph (1), items (viii) and (xiii), and Securities listed in item (v) of that paragraph (excluding those pertaining to short-term corporate bonds; hereinafter the same shall apply in this item) and Securities listed in item (xvii) of that paragraph (limited to those that have a nature of Securities listed in item (v) of that paragraph), all of which are Securities prescribed in Article 15-17, paragraph (1), item (ii) (Securities, etc. Similar to Short-Term Company Bonds) of the Order for Enforcement of the Financial Instruments and Exchange Act and paragraph (3) of that Article (hereinafter such Securities shall be referred to as "Asset Backed Securities" in this item and item (v)) (limited to transactions in which a contract is concluded to the effect that, upon issuance of Asset Backed Securities, where there are no other persons to acquire the Asset Backed Securities in whole or in part, the Insurance Company will acquire the remaining part; the same shall apply in paragraph (5));

(iv) acquisition or transfer of monetary claims (limited to those to be indicated with certificates listed in Article 52, item (i), (ii), (iv), (vi), or (viii) or bills accepted by banks in yen (meaning bills of exchange pertaining to trading that a bank or other financial institution has accepted, whose values are indicated in Japanese currency));

(iv)-2 acquisition or transfer of short-term corporate bonds, etc.;

(v) out of Over-the-Counter Transactions of Derivatives (meaning Over-the-Counter Transactions of Derivatives prescribed in Article 2, paragraph (22) of the Financial Instruments and Exchange Act; the same shall apply in paragraph (5)), transactions other than those falling under the category of Transactions of Securities-Related Derivatives;

(vi) deleted;

(vii) future foreign exchange transactions;

(viii) and (ix) deleted;

(x) Commodity Derivatives Transactions;

(xi) transactions listed in Article 52-3, paragraph (1), item (ii);

(xii) deleted;

(xiii) transactions listed in Article 52-3, paragraph (1), item (iii);

(xiv) over-the-counter Transactions of Securities-Related Derivatives (meaning over-the-counter Transactions of Securities-Related Derivatives prescribed in Article 98, paragraph (9) of the Act) that can be carried out pursuant to the provision of Article 98, paragraph (1), item (x) of the Act;

(xv) buying or selling or acceptance of Securities pertaining to the business that may be conducted pursuant to the provision of Article 99, paragraph (1) of the Act and Transactions of Securities-Related Derivatives;

(xvi) acquisition or transfer of the Carbon Dioxide Equivalent Quotas pertaining to the business listed in Article 99, paragraph (2), item (iv) of the Act; and

(xvii) in addition to transactions listed in the preceding items, transactions that are similar to or closely related to said transactions or Market Transactions of Derivatives and Foreign Market Transactions of Derivatives (excluding those falling under the category of Transactions of Securities-Related Derivatives).

(3) A company that establishes a Specified Transaction Account shall not conduct the following acts; provided, however, that this shall not apply when it conducts such acts within the scope of the matters stated in a document listed in Article 85, paragraph (3), item (v):

(i) to transfer transactions or property which have been accounted for under the Specified Transaction Account to any other accounts; or

(ii) to transfer transactions or property other than those which have been accounted for under the Specified Transaction Account to the Specified Transaction Account.

(4) The acts set forth in the preceding paragraph shall include transactions listed in paragraph (2), items (i) to (iv) and item (xv) carried out at a single Insurance Company between its Specified Transaction Account and other accounts (including transactions that are deemed to be specified transactions, pursuant to the provision of item (xvii) of that paragraph, as being similar to or closely related to said transactions).

(5) A company that establishes a Specified Transaction Account shall take measures necessary for properly account for the amount equivalent to profits or losses pertaining to specified transactions that have not been settled as of the end of a business year, by such means as deeming said amount to be as specified in the following items, in accordance with the category of transactions listed therein:

(i) Market Transactions of Derivatives and Foreign Market Transactions of Derivatives (excluding those falling under the category of Transactions of Securities-Related Derivatives): the amount based on the difference to be paid or received in cases where transactions are deemed to have been settled at the closing price as of the final day of the business year at a Financial Instruments Exchange or a Foreign Financial Instruments Market, or the amount calculated as being equivalent thereto, in accordance with a reasonable method;

(ii) Over-the-Counter Transactions of Derivatives (excluding transactions listed in Article 2, paragraph (22), items (iii), (iv), and (vi) of the Financial Instruments and Exchange Act and those falling under the category of Transactions of Securities-Related Derivatives) and futures foreign exchange transactions: the amount obtained by discounting the amount that the parties had undertaken to pay or receive through said transactions (in cases where such amount has not been determined as of the final day of the business year, the amount calculated based on the estimated figure of the indicators) to the present value as of the final day of the business year, in accordance with a reasonable method;

(iii) Over-the-Counter Transactions of Derivatives (limited to transactions listed in Article 2, paragraph (22), items (iii) and (iv) of the Financial Instruments and Exchange Act and excluding those falling under the category of Transactions of Securities-Related Derivatives) and transactions listed in Article 52-3, paragraph (1), item (iii): the amount calculated in accordance with a reasonable method, by using the amount that the parties had undertaken to pay or receive through the exercise of rights as the present value of said transactions as of the final day of the business year (in cases where such amount has not been determined as of the final day of the business year, the amount calculated based on the estimated figure of the indicators), the figure of the indicator pertaining to the exercise of said rights as of the final day of the business year, and the estimated rate of fluctuations of the indicators; or

(iv) Trading of Bonds with Options (meaning bond trading wherein one party thereto is entitled to designate the delivery date, and wherein the contract for such trading will be cancelled if the party fails to exercise such right within a certain period), acceptance of national government bonds, etc., acceptance of Asset Backed Securities, Over-the-Counter Transactions of Derivatives (excluding those falling under transactions listed in the preceding two items), and Commodity Derivatives Transactions: the amount calculated as being equivalent to the amounts listed in the preceding items, in accordance with a reasonable method.

(Internal Rules, etc.)

Article 53-7 (1) In cases where an Insurance Company conducts businesses based on the provisions of Articles 97, 98, and 99 of the Act, it shall establish internal rules, etc. (meaning internal rules and other equivalent rules; hereinafter the same shall apply in this Article) concerning the explanations on important matters to customers, in light of the customers' knowledge, experience, the status of their properties, and the purpose of transactions, and other measures to ensure healthy and proper business operations (including the explanations of the details and risks of instruments or transactions by the delivery of a document or by any other appropriate means and measures to prevent crimes), in accordance with the details and the method of these businesses, and shall develop a sufficient system to provide training to employees or otherwise ensure that the businesses are conducted based on said internal rules, etc.

(2) In cases where an Insurance Company underwrites insurance where insurance premiums are received under contracts to pay a fixed amount of insurance money in connection with the death of individuals and the insured is younger than 15 years of age or the insured has not given his/her consent (excluding insurance that is deemed unlikely to be used unlawfully in either case; hereinafter referred to as "Insurance against Death" in this paragraph), it shall establish provisions on the maximum limit of insurance money or other provisions on underwriting in the internal rules, etc. set forth in the preceding paragraph, so as to protect the insured by preventing illegal use of Insurance against Death.

(Measures for Security Management of Personal and Customer Information, etc.)

Article 53-8 In cases where an Insurance Company entrusts security management of information concerning individual customers that it handles, supervision of employees, and treatment of said information, it shall take necessary and appropriate measures for the supervision of the entrusted party, so as to prevent the leaking, destruction or loss of such information.

(Treatment of Information on Repayment Ability)

Article 53-9 An Insurance Company shall take measures to ensure that it will not use information of individual fund demanders on their ability to pay provided by a credit information-related organization (meaning an organization that collects information on fund demanders' ability to pay and provide such information to Insurance Companies) for any purposes other than for the investigation of fund demanders' ability to pay.

(Treatment of Special Non-Disclosure Information)

Article 53-10 An Insurance Company shall take measures to ensure that it will not use information of individual customers on their race, creed, family origin, registered domicile, health and medical care or criminal records, or any other special non-disclosure information (meaning non-disclosure information which has come to knowledge of it in the course of business) that it handles in the course of business for any purposes other than those deemed to be necessary for ensuring proper operation of said business.

(Measures to Ensure Proper Performance of Entrusted Business)

Article 53-11 In cases where an Insurance Company entrusts its business to a third party, it shall take the following measures, in accordance with the details of said business:

(i) measures to entrust said business to a person who has the ability to perform it properly, fairly, and effectively;

(ii) measures to ensure necessary and appropriate supervision, etc. of a person entrusted with said business (hereinafter referred to as the "Entrusted Party" in this Article), such as by confirming the status of the performance of the business on a regular or as-needed basis, in order to verify whether the Entrusted Party is carrying out said business in an appropriate manner, or having the Entrusted Party make improvements as needed;

(iii) measures necessary to appropriately and promptly process complaints from customers concerning said business conducted by the Entrusted Party;

(iv) measures to prevent any interference to the protection of Policyholders, etc. in the case of the occurrence of a situation where the Entrusted Party is unable to carry out said business appropriately, such as by entrusting the business promptly to other appropriate third party; or

(v) measures to take necessary measures in cases where it is necessary to ensure healthy and proper business operations of the Insurance Company and to protect Policyholders, etc., such as by changing or canceling the contract pertaining to the entrustment of said business.

(Adjustment between Specified Early Surrender and Revocation or Cancellation of Application for Insurance Contract)

Article 53-12 In cases where an Insurance Company has received a document pertaining to the revocation or cancellation of an application for an insurance contract that specifies to the effect that a Specified Early Surrender is allowed, within the period during which a Specified Early Surrender is effective, it shall take measures to confirm whether the person who has issued the document really intends to make a Specified Early Surrender.

(Scope of Business pertaining to System Development for the Protection of Customers' Interests)

Article 53-13 The business to be specified by Cabinet Office Ordinance, as referred to in Article 100-2-2, paragraph (1) of the Act shall be the business that an Insurance Company can carry out (hereinafter referred to as "Insurance-related Business").

(Measures Necessary for Prevention of Unreasonably Negative Impact on Customers' Interests)

Article 53-14 (1) An Insurance Company shall take the following measures so that customers' interests pertaining to the Insurance-related Business conducted by the Insurance Company or its Subsidiary Financial Institution, etc. (meaning Subsidiary Financial Institution, etc. prescribed in Article 100-2-2, paragraph (3) of the Act; hereinafter the same shall apply in this Article) will not be unjustly impaired as a result of transactions carried out by the Insurance Company, its Parent Financial Institution, etc. (meaning Parent Financial Institution, etc. prescribed in paragraph (2) of that Article; hereinafter the same shall apply in this Article), or its Subsidiary Financial Institution, etc.:

(i) arrangement of a framework to identify the subject transactions by an appropriate means;

(ii) arrangement of a framework to properly ensure the protection of the relevant Customer by the following means or any other means:

(a) segregation of the sector to carry out the Target Transactions and the sector to carry out transactions with said Customer;

(b) change to conditions or methods of the Target Transactions or transactions with said Customer;

(c) suspension of the Target Transactions or transactions with said Customer; or

(d) properly disclosing to said Customer that his/her interests may be unjustly impaired as a result of the Target Transactions;

(iii) establishment of policies for implementing measures listed in the preceding two items and announcement of the outline thereof by appropriate means; and

(iv) preservation of the following records:

(a) records pertaining to the identification of the subject transactions that have been carried out under a system set forth in item (i); and

(b) records pertaining to measures to properly ensure the protection of a Customer that have been taken under a systems set forth in item (ii).

(2) The records prescribed in item (iv) of the preceding paragraph shall be preserved for five years from the day on which the records were prepared.

(3) The "subject transactions" set forth in paragraph (1) shall mean transactions carried out by an Insurance Company, its Parent Financial Institution, etc., or its Subsidiary Financial Institution, etc. in cases where such transactions may unjustly impair customers' interests pertaining to the Insurance-related Business conducted by the Insurance Company or its Subsidiary Financial Institution, etc.

(Unavoidable Grounds for Carrying out Transactions, etc. with Person in Specified Relationship)

Article 54 The inevitable grounds to be specified by Cabinet Office Ordinance, as referred to in the proviso to Article 100-3 of the Act shall be as follows:

(i) in cases where the Insurance Company conducts transactions or acts that give disadvantages to the Insurance Company, in light of the ordinary terms and conditions of its transactions, with a Specified Insurance Company (meaning a Bankrupt Insurance Company (meaning a Bankrupt Insurance Company prescribed in Article 260, paragraph (2) of the Act; hereinafter the same shall apply in this item) and an Insurance Company and a foreign Insurance Company that succeeds to the rights and duties of a Bankrupt Insurance Company in whole or in part) that fall under the category of a Person in Specified Relationship (meaning a Person in Specified Relationship prescribed in the main clause of Article 100-3 of the Act; hereinafter the same shall apply in this Article, the following Article, and Article 54-3) with the Insurance Company, when it is likely to cause detriment to the continuation of said Specified Insurance Company's business if said transactions or acts are not conducted;

(ii) in cases where the Insurance Company has a Foreign Insurer as its Subsidiary Juridical Person, etc. or an Affiliated Juridical Person, etc. (limited to cases where there are any inevitable grounds that the Insurance Company cannot establish a branch or other business office in the state where the Foreign Insurer is located), when it is likely to cause detriment to the continuation of said Foreign Insurer's business if the Insurance Company does not carry out transactions or acts with said Foreign Insurer under similar conditions as those under which it carries out transactions or acts between its head office and its branches or other business offices;

(iii) in cases where the deterioration of the business conditions of a Person in Specified Relationship with the Insurance Company is likely to damage the soundness of the Insurance Company's business conditions, and where the Insurance Company conducts transactions or acts that give disadvantages to the Insurance Company, in light of the ordinary terms and conditions of its transactions, with said Person in Specified Relationship, based on a plan for the rational improvement of business conditions of said Person in Specified Relationship, when it is deemed necessary and indispensable to conduct said transactions or acts for improving the business conditions of said Person in Specified Relationship; or

(iv) in addition to what are listed in the preceding three items, when the Commissioner of the Financial Services Agency specifies, in advance, it as being necessary for the Insurance Company to conduct transactions or acts that give disadvantages to the Insurance Company, in light of the ordinary terms and conditions of its transactions, with said Person in Specified Relationship.

(Transactions, etc. with Person in Specified Relationship)

Article 54-2 The transactions or acts to be specified by Cabinet Office Ordinance, as referred to in Article 100-3, item (ii) of the Act shall be as follows:

(i) transactions carried out with a Customer of the Person in Specified Relationship, wherein the Insurance Company carries out with a person other than a Customer of the Person in Specified Relationship who is deemed to be similar to a Customer of the Person in Specified Relationship, in light of the type and size of its business and its financial conditions, etc., under conditions that are disadvantageous to the Insurance Company compared to those for ordinary transactions with a Customer of the Person in Specified Relationship for the same type and the same volume under similar circumstances (limited to transactions on condition that the Person in Specified Relationship and a Customer of the Person in Specified Relationship concludes a contract pertaining to the business to be conducted by the Person in Specified Relationship);

(ii) transactions that are deemed be more disadvantageous to the Person in Specified Relationship, compared to conditions for transactions that the Insurance Company carries out with a person other than the Person in Specified Relationship who is deemed to be similar to the Person in Specified Relationship, in light of the type and size of its business and its financial conditions, etc., for the same type and the same volume under similar circumstances; or

(iii) transactions or acts conducted so as to evade the prohibitions under Article 100-3, of the Act, irrespective of the name under which such transactions or acts are to be conducted.

(Application, etc. for Approval for Transactions, etc. with Person in Specified Relationship)

Article 54-3 (1) When an Insurance Company intends to obtain approval set forth in the proviso to Article 100-3 of the Act, it shall submit to the Commissioner of the Financial Services Agency a written application for approval, with a written statement of reasons and a document containing any other matters which would serve as reference information attached thereto.

(2) When the application for approval under the preceding paragraph has been filed, the Commissioner of the Financial Services Agency shall examine whether there are any inevitable grounds listed in Article 54 that the Insurance Company that has filed the application conducts transaction or acts listed in the items of Article 100-3 of the Act.

(Application for Authorization for Concerted Business)

Article 55 (1) When a Non-Life Insurance Company (including a Foreign Non-Life Insurance Company, etc.; hereinafter the same shall apply in this paragraph) intends to obtain authorization pursuant to the provision of Article 102, paragraph (1) of the Act (including cases where applied mutatis mutandis pursuant to Article 199 of the Act), it shall submit to the Commissioner of the Financial Services Agency a written application for authorization containing the following matters (in cases where it intends to change the contents of the concerted business, the details of the change), jointly with the Non-Life Insurance Companies that are the parties to the concerted business:

(i) the trade names or names of the parties to the concerted business, and the location of their head offices, principal business offices, or principal branches in Japan (meaning principal branches in Japan prescribed in Article 187, paragraph (1), item (iv) of the Act; the same shall apply hereinafter), and in cases where such party is a juridical person, the name and address of the representative or the representative in Japan set forth in Article 187, paragraph (1), item (ii) of the Act;

(ii) the name of the concerted business;

(iii) the manner of the concerted business;

(iv) in cases where there are any provisions concerning the time of commencing the concerted business and the duration, said commencing time and duration; and

(v) in cases where there is any business office to supervise affairs concerning the concerted business, the name and the location of the business office.

(2) The following documents shall be attached to a written application set forth in the preceding paragraph:

(i) a written statement of reasons;

(ii) a letter of agreement, a written contract, or other document concerning the concerted business;

(iii) a document containing any other matters which would serve as reference information.

(3) The original and two copies of the written application set forth in paragraph (1) and documents attached thereto shall be submitted to the Commissioner of the Financial Services Agency.

(Complaint Processing Measures and Dispute Resolution Measures for Insurance Business, etc.)

Article 55-2 (1) The measures to be specified by Cabinet Office Ordinance, as the Complaint Processing Measures prescribed in Article 105-2, paragraph (1), item (ii) of the Act (including the case where applied mutatis mutandis pursuant to Article 199 of the Act), shall be the measures set forth in one of the following items:

(i) to take all measures set forth below:

(a) to develop business operation system that is sufficient to fairly and appropriately execute businesses pertaining to processing of Complaints Related to Insurance Business, etc. (meaning the Complaints Related to Insurance Business, etc. as defined in Article 2, paragraph (38) of the Act; the same shall apply in this paragraph and paragraph (3));

(b) to establish the rules for fair and appropriate execution of businesses pertaining to processing of Complaints Related to Insurance Business, etc. (limited to the rules which include provisions clarifying the division of responsibilities among Insurance Service Providers (meaning the Insurance Service Providers as defined in Article 2, paragraph (42) of the Act; the same shall apply in item (iv) and paragraph (3)) involved in the businesses);

(c) to inform customers (meaning the customers defined in Article 105-2, paragraph (1), item (ii) of the Act) of recipient of Complaints Related to Insurance Business, etc. and to publish the business operation system as described in (a) and the rules as described in (b).

(ii) to process the Complaints Related to Insurance Business, etc. through resolution of complaints conducted by Financial Instruments Firms Associations (meaning the Authorized Financial Instruments Firms Association defined in Article 2 (Definitions), paragraph (13) of the Financial Instruments and Exchange Act or the Recognized Financial Instruments Firms Association defined in Article 78 (Recognition of Recognized Financial Instruments Firms Associations), paragraph (2) of the same Act; the same shall apply in item (i) of the following paragraph) or Certified Investor Protection Organization (meaning the Certified Investor Protection Organization as defined in Article 79-10 (Notification of Abolition of Business), paragraph (1) of the same Act; the same shall apply in item (i) of the following paragraph), pursuant to Article 77 (Response, etc. to Complaints from Investors), paragraph (1) of the Financial Instruments and Exchange Act (including the cases where applied mutatis mutandis pursuant to Article 78-6 (Response, etc. to Complaints Filed by Investors) and Article 79-12 (Processing of Complaints by Certified Organization));

(iii) to process the Complaints Related to Insurance Business, etc. through mediation prescribed in Article 19 (Promotion of Complaint Processing and Dispute Resolution), paragraph (1) or Article 25 (Role of National Consumer Affairs Center) of the Consumer Basic Act (Law No. 78 of 1968);

(iv) to process the Complaints Related to Insurance Business, etc. through complaint processing procedures implemented by the persons designated under Article 308-2, paragraph (1) of the Act (limited to the case where the Category for Business of Dispute Resolution, etc. falls under the Insurance Business, etc. other than the Insurance Business, etc. conducted by the Insurance Service Provider; the same shall apply in item (iv) of the following paragraph) or designated under the items of Article 44-7 of the Cabinet Order; and

(v) to process the Complaints Related to Insurance Business, etc. through a complaint processing procedures implemented by a juridical person (meaning the juridical person defined in Article 308-2, paragraph (1), item (i) of the Act; the same shall apply in item (v) of the following paragraph), having the accounting basis and personnel structure necessary for conducting the business pertaining to processing of the Complaints Related to Insurance Business, etc. fairly and appropriately.

(2) The measures to be specified by Cabinet Office Ordinance, as the Dispute Resolution Measures prescribed in Article 105-2, paragraph (1), item (ii) of the Act (including the case where applied mutatis mutandis pursuant to Article 199 of the Act), shall be the measures set forth in one of the following items:

(i) to resolve the Dispute Related to Insurance Business, etc. (meaning the Dispute Related to Insurance Business, etc. as defined in Article 2, paragraph (39) of the Act; hereinafter the same shall apply in this Article) through mediation conducted by Financial Instruments Firms Associations or Certified Investor Protection Organization (meaning the mediation defined in Article 77-2 (Mediation by Authorized Association), paragraph (1) of the Financial Instruments and Exchange Act (including the cases where applied mutatis mutandis pursuant to Article 78-7 (Mediation by Recognized Association) and 79-13 (Mediation by Certified Organization) of the same Act);

(ii) to resolve the Dispute Related to Insurance Business, etc. through mediation by an organization under the articles of association set forth in Article 33 (Articles of association), paragraph (1) of the Attorney Act (Law No. 205 of 1949) or under rules stipulated in accordance with the provisions of the articles of association, or through arbitration procedures by the organization;

(iii) to resolve the Dispute Related to Insurance Business, etc. through mediation set forth in Article 19, paragraph (1) or Article 25 of the Consumer Basic Act or through resolution by agreement set forth in Article 25 of the same Act;

(iv) to resolve the Dispute Related to Insurance Business, etc. through dispute resolution procedures implemented by the persons designated under Article 308-2, paragraph (1) of the Act or designated under the items of Article 44-7 of the Cabinet Order; and

(v) to resolve the Dispute Related to Insurance Business, etc. through dispute resolution procedures implemented by a juridical person, having the accounting basis and personnel structure necessary for conducting the business pertaining to resolution of the Dispute Related to Insurance Business, etc. fairly and appropriately.

(3) Notwithstanding the provisions of the preceding two paragraphs (limited to paragraph (1), item (v) and item (v) of the preceding paragraph), the Insurance Service Provider shall not process the Complaints Related to Insurance Business, etc. and resolve the Dispute Related to Insurance Business, etc. through procedures implemented by a juridical person falling under any of the categories set forth in the following items:

(i) a juridical person who has been sentenced to a fine under the provisions of the Act or the Attorney Act, and for whom five years have not passed since the day when the execution of the punishment terminated or it became free from execution of the punishment;

(ii) a juridical person whose designation under Article 308-2, paragraph (1) of the Act was rescinded under Article 308-24, paragraph (1) of the Act and for whom five years have not passed since the day when the designation was rescinded, or a juridical person whose designation under the items of Article 44-7 of the Cabinet Order was rescinded and for whom five years have not passed since the day when the designation was rescinded;

(iii) a juridical person, any of whose Officers in charge of its business (if an Officer is a juridical person, including a person who is in charge of its business; the same shall apply in this item) fall under any of the following conditions:

(a) a person who was sentenced to imprisonment or a severer punishment or was sentenced under any provision of the Act or the Attorney Act, if a period of five years has not yet elapsed since the day on which the person served out the sentence or was exempted from the execution of the sentence; or

(b) a person who was an Officer of a juridical person whose designation under Article 308-2, paragraph (1) of the Act was rescinded under Article 308-24, paragraph (1) of the Act, if the person was an Officer of the juridical person within one month before the rescission and a period of five years has not yet elapsed from the date of rescission; or a person who was an Officer of a juridical person whose designation under the items of Article 44-7 of the Cabinet Order was rescinded, if the person was an Officer of the juridical person within one month before the rescission and a period of five years has not yet elapsed from the date of rescission.

Chapter IV Subsidiary Companies, etc.

(Businesses of Specialized Subsidiary Companies)

Article 56 (1) The businesses to be specified by Cabinet Office Ordinance, as referred to in Article 106, paragraph (1), item (iv)-2 of the Act, shall be as follows:

(i) the businesses set forth in the items of paragraph (1) of the following Article to be performed primarily for the businesses conducted by insurance companies, their Subsidiary Companies or the parties set forth in paragraph (4), item (i)-2 to item (iv) inclusive in accordance with the criteria to be specified by the Commissioner of the Financial Services Agency;

(ii) the businesses set forth in the items of paragraph (2) of the following Article; provided, however, that with regard to the businesses set forth in items (xxxiv)-3 and (xxxv) of that paragraph, limited to the case where the company has a Banking Subsidiary Company, etc. (meaning the Banking Subsidiary Company, etc. defined in Article 106, paragraph (2), item (vi) of the Act; the same shall apply in item (iii) of the following paragraph and paragraph (3), item (v)); with regard to the businesses set forth in items (xxxvi) to (xl) inclusive of paragraph (2) of the following Article, limited to the case where the company has a Securities Subsidiary Company, etc. (meaning the Securities Subsidiary Company, etc. defined in Article 106, paragraph (2), item (vii) of the Act); or with regard to the businesses set forth in items (xli) to (xlv) inclusive of paragraph (2) of the following Article, limited to the case where the company has a Trust Subsidiary Company, etc. (meaning the Trust Subsidiary Company, etc. defined in Article 106, paragraph (2), item (viii) of the Act; hereafter the same shall apply).

(2) The businesses to be specified by Cabinet Office Ordinance, as referred to in Article 106-5, paragraph (1), item (v) of the Act, shall be the business to conduct the following activities, in addition to those set forth in Article 35, paragraph (1), items (i) to (v) inclusive and item (xiii) (Scope of Businesses of Persons Who Engage in Type I Financial Instruments Business or Investment Management Business) of the Financial Instruments and Exchange Act; and the business set forth in paragraph (2), item (i) to (iii) inclusive of that Act (in case of business set forth in item (i) of that paragraph, limited to the business set forth in Article 52-3, paragraph (1), items (i) and (iii) (limited to the portion pertaining to item (i) of that paragraph) and business to accept entrustment of transactions, etc. over the commodity market as referred to in Article 2, paragraph (16) (Definitions) of the Commodity Exchange Act; or in case of the business set forth in Article 35, paragraph (2), item (ii) of the Financial Instruments and Exchange Act, limited to the business set forth in Article 52-3, paragraph (1), items (i) and (iii) (limited to the portion pertaining to item (i) of that paragraph)):

(i) business to conduct acts listed in Article 2, paragraph (8), item (vii) and items (xi) to (xvii) inclusive (Definitions) of the Financial Instruments and Exchange Act; and business to conduct acts listed in Article 1-12 (Acts to Be Those of a Financial Instruments Business) of the Ordinance for Enforcement of the Financial Instruments and Exchange Act;

(ii) the business set forth in the items of paragraph (1) of the following Article (excluding item (xxiii)) to be performed primarily for the businesses conducted by insurance companies, its Subsidiary Companies or the parties set forth in paragraph (4), items (i)-2 to (iv) inclusive, in accordance with the criteria to be specified by the Commissioner of the Financial Services Agency;

(iii) the business set forth in the items of paragraph (2) of the following Article (excluding the business which falls under the business specified in item (i)); provided, however, that with regard to the businesses set forth in items (xxxiv)-3 and (xxxv) inclusive of that paragraph, limited to the case where the company has a Banking Subsidiary Company, etc.; or in case of the business set forth in items (xli) to (xlv) inclusive of that paragraph, limited to the case where the company has a Trust Subsidiary Company, etc.; and

(3) The businesses to be specified by Cabinet Office Ordinance, as referred to in Article 106-5, paragraph (1), item (vi) of the Act, shall be the business to conduct the following activities, in addition to those set forth in Article 35, paragraph (1), items (x) and (xiii) of the Financial Instruments and Exchange Act; and the business set forth in paragraph (2), item (i) to (iii) inclusive of that Act:

(i) business to conduct acts listed in Article 2, paragraph (8), items (xi), (xii) and (xiv) of the Financial Instruments and Exchange Act; and business to conduct acts listed in Article 1-12 of the Ordinance for Enforcement of the Financial Instruments and Exchange Act;

(ii) intermediary service for conclusion of a Cumulative Investment Contract (meaning a Cumulative Investment Contract under Article 35, paragraph (1), item (vii) of the Financial Instruments and Exchange Act);

(iii) intermediary service for leasing of Securities as referred to in Article 35, paragraph (1), item (i) of the Financial Instruments and Exchange Act;

(iv) the business set forth in item (ii) of the preceding paragraph;

(v) the business set forth in the items of paragraph (2) of the following Article (excluding the business which falls under the business specified in item (i)); provided, however, that with regard to the businesses set forth in items (xxxiv)-3 and (xxxv) of that paragraph, limited to the case where the company has a Banking Subsidiary Company, etc.; or in case of the business set forth in items (xli) to (xlv) inclusive of that paragraph, limited to the case where the company has a Trust Subsidiary Company, etc..

(4) The parties to be specified by Cabinet Office Ordinance, as referred to in Article 1-6, paragraph (1), item (xii) and paragraph (7) of the Act, shall be as follows:

(i) Subsidiary Companies, etc. of the Insurance Company (limited to those set forth in Article 106, paragraph (1), item (ii) of the Act);

(i)-2 Insurance Holding Specified Insurance Subsidiary Company of the Insurance Company (meaning the Subsidiary Company of the Insurance Holding Company which has the Insurance Company as its Subsidiary Company (limited to a company specified in Article 271-22, paragraph (1), items (i) to (ii)-2 inclusive or (viii) of the Act; and meaning the Insurance Company and its Specified Insurance Subsidiary Company (meaning the Subsidiary Company of the Insurance Company as defined in Article 106, paragraph (1), items (i) to (ii)-2 inclusive or (viii) of the Act; the same shall apply in the following item and item (iv)); the same shall apply in item (iv));

(ii) Insurance Company Group of the Insurance Company (meaning the group comprising the Insurance Company and its Subsidiary Companies; or the group comprising Specified Insurance Subsidiary Company of the Insurance Company and the Subsidiary Companies other than the Specified Insurance Subsidiary Company of the Insurance Company; the same shall apply in item (iv) and Article 210-7, paragraph (1), item (ii));

(iii) Insurance Holding Company Group of the Insurance Company (meaning a group comprising two or more Subsidiary Companies of the Insurance Company which has the Insurance Company as its Subsidiary Company or a group of the Insurance Holding Company and its Subsidiary Companies, which include the companies set forth in Article 271-22, paragraph (1), item (i) to (ii)-2 inclusive or item (viii), but excluding the group set forth in the preceding item; the same shall apply in the following item and Article 210-7, paragraph (1), item (ii)); and

(iv) the Insurance Company or its Specified Insurance Subsidiary Company, Insurance Holding Specified Insurance Subsidiary Company, Insurance Company Group or Insurance Holding Company Group; and other Insurance Companies, or its insurance Company Group or Insurance Holding Company Group.

(5) The company to be specified by Cabinet Office Ordinance, as referred to in Article 106, paragraph (1), item (xiii) and Article 107, paragraph (7) of the Act shall be the company excluding the issuer of the shares listed on the Financial Instruments Exchange or the shares registered in the Registry of Over-the-Counter Traded Securities as defined in Article 67-11, paragraph (1) (Registration in Registry of Over-the-Counter Traded Securities) of the Financial Instruments and Exchange Act, and which falls under the category of the stock company and also satisfies any of the following requirements:

(i) a small and medium-sized enterprise operator as defined in Article 2, paragraph (1) (Definitions) of the Act for Facilitating New Business Activities of Small and Medium-sized Enterprises (Act No. 18 of 1999), for which ten years have not passed from the day of the incorporation, and regarding which the ratio of the amount set forth in sub-item (a) to the amount set forth in item (b) for the previous business year or in the previous year exceeded three percent;

(a) the total of the research expenses, and any other special expenses to be disbursed for the adoption of new technology or managerial framework, marketing or launching of new business;

(b) the amount of the total income, less fixed assets or the proceeds from the assignment of Securities as set forth in Article 2, item (xxi) (Definitions) of the Corporate Tax Act (Act No. 34 of 1965);

(ii) a small and medium-sized enterprise operator as defined in Article 2, paragraph (1) of the Act for Facilitating New Business Activities of Small and Medium-sized Enterprises, for which one year has not passed from the day of the incorporation, which has two or more full-time researchers, and regarding which the ratio of the number of such researchers to the number of full-time officers and employees is not less than ten percent;

(iii) a company approved under Article 9, paragraph (1) (Approval of Management Restructuring Plan) of the Act for Facilitating New Business Activities of Small and Medium-sized Enterprises;

(iv) a company authorized under Article 10, paragraph (1) (Authorization of Collaborative New Business Marketing Plan with Other Business Sectors) of the Act for Facilitating New Business Activities of Small and Medium-sized Enterprises;

(v) a company which has succeeded to the business in accordance with the Small and Medium-sized Enterprise Business Restructuring Plan under Article 5, paragraph (1) (Authorization on Business Restructuring Plan), Article 7, paragraph (1) (Authorization on Management Resources Reuse Plan), Article 9, paragraph (1) (Authorization on Management Resources Integration Plan), Article 11, paragraph (1) (Authorization on Resource Productivity Innovation Plan), Article 14, paragraph (1) (Authorization on Business Innovation Facility Adoption Plan), Article 16, paragraph (1) (Authorization on Products Equipment Plan) or Article 39-2, paragraph (1) (Authorization on Small and Medium-sized Enterprise Business Restructuring Plan) of the Special Measures Act for Revitalization of Industry and Innovation of Industrial Activities (Act No. 131 of 1999);

(vi) a company which has obtained the decision of authorization of rehabilitation plan under Article 2, item (iii) of the Civil Rehabilitation Act, pursuant to the provision of that Act;

(vii) a company which has obtained the decision of authorization of reorganization plan under Article 2, paragraph (2) of the Corporate Reorganization Act, pursuant to the provision of that Act;

(viii) a company which has obtained the decision on assistance under Article 25, item (iv) (Decision on Assistance) of the Act on Enterprise Turnaround Initiative Corporation of Japan (Act No. 63 of 2009);

(ix) a company which implements the streamlined management improvement plan (meaning the plan wherein an Insurance Company (including Foreign Insurance Company, etc.), Bank, etc. (meaning a Bank, etc. as set forth in Article 275, paragraph (1), item (i) of the Act), Insurance Holding Company, Bank Holding Company (meaning a Bank Holding Company as defined in Article 2, paragraph (13) (Definitions, etc.) of the Banking Act; the same shall apply in item (xxxv), paragraph (2) of the following Article), Long Term Credit Bank Holding Company (meaning a Long Term Credit Bank Holding Company as defined in Article 16-4, paragraph (1) (Scope of Subsidiary Companies of Long Term Credit Bank Holding Companies) of the Long Term Credit Bank Act; the same shall apply in item (xxxv), paragraph (2) of the following Article) or their respective Subsidiary Companies (hereinafter referred to as "Specified Financial Institution, etc." implements any of the following sub-items in connection with the obligations of the company against the Specified Financial Institution, etc.; and limited to the case where the implementation of such measure is expected to improve to the management of the company in a reasonable period of time)):

(a) measure to release all or part of the obligations;

(b) measures to acquire shares in order to eliminate all or part of the obligations; and

(c) measures to make all or part of the credit pertaining to the obligations subordinated to the other credits held against the company (limited to the case where the Specified Financial Institution, etc. has implemented measures so that the company's obligations will be accelerated if the financial indicator of such company falls short of the certain requirement fixed by the Specified Financial Institution, etc. and the company in advance);

(6) In addition to the companies set forth in the preceding paragraph, a stock company which fell under the company set forth in the preceding paragraph at the time when the voting rights were acquired by an Insurance Company or its Subsidiary Company due to the ground other than those set forth in Article 57, paragraph (1), item (i) or (ii) (in case where the voting rights in such stock company were acquired in two or more occasions by such Insurance Company or its Subsidiary Company, at the time of the latest occasion of the acquisition due to the ground other than as set forth in Article 57, paragraph (1), item (i) or (ii)) shall be treated as falling under the company to be specified by Cabinet Office Ordinance as referred to in Article 106, paragraph (1), item (xiii) and Article 107, paragraph (7) of the Act, unless the voting rights therein are newly acquired by an Insurance Company or its Subsidiary Company due to the ground other than those set forth in Article 57, paragraph (1), item (i) or (ii).

(7) Notwithstanding the provision of the preceding two paragraphs, if the company prescribed in the following paragraph (hereinafter referred to as a "Specific Subsidiary Company") fails to dispose of its acquired voting rights in the company set forth in the preceding paragraph (hereinafter referred to as "New Business Marketing Company, etc." in this paragraph and Article 58-2, paragraph (1), item (ix)), until the day when ten years passes from the day of the acquisition thereof (hereinafter referred to as the "Cut-Off Date"), such New Business Marketing Company shall be treated as not falling under the company to be specified by Cabinet Office Ordinance as referred to in Article 106, paragraph (1), item (xiii) and Article 107, paragraph (7) of the Act from the day immediately after the Cut-Off Date; provided, however, that this shall not apply to the case where the disposition of the voting rights will result in the number of voting rights in the New Business Marketing Company held by the Insurance Company or its Subsidiary Company falling short of the Voting Rights Threshold as of the Cut-Off Date (meaning the number of the voting rights derived by multiplying the voting rights held by all shareholders by ten percent, in case of a domestic company (meaning a domestic company as set forth in Article 107, paragraph (1) of the Act; the same shall apply in this Chapter and in Chapters VII and VIII); or the number of voting rights derived by multiplying the voting rights held by all shareholders by fifty percent, in case of a foreign company), and where the Specific Subsidiary Company, for the period between the acquisition date and the Cut-Off Date, disposes the portion of the voting rights exceeding the Voting Rights Thresholds.

(8) The companies to be specified by Cabinet Office Ordinance, as referred to in Article 106, paragraph (1), item (xiii) of the Act, shall be the business engaged solely in the business set forth in item (xxiv) of paragraph (2) of the following Article and businesses incidental thereto:

(9) The companies to be specified by Cabinet Office Ordinance, as referred to in Article 1-6, paragraph (1), item (xiv) of the Act, shall be as follows; provided, however, that if the Holding Company engages in the business set forth in the items of paragraph (1) of the following Article, such business shall be the business to be performed primarily for the businesses conducted by insurance companies, its Subsidiary Companies or the parties set forth in paragraph (4), items (i)-2 to (iv) inclusive, in accordance with the criteria to be specified by the Commissioner of the Financial Services Agency.

(i) in case of a Holding Company whose Subsidiary Company is a Company Specialized in Securities Business as set forth in Article 106, paragraph (1), item (v) of the Act (hereinafter referred to as a "Company Specialized in Securities Business), a Company Specialized in Securities Intermediary Service as set forth in item (vi) of that paragraph) of a foreign company engaged in Securities-Related Business as set forth in item (x) of that paragraph (excluding companies which fall under the foreign companies engaged in insurance business), a Company Specialized in Trust Business as set forth in item (vii) of that paragraph (hereinafter referred to as a "Company Specialized in Trust Business"), or a foreign company engaged in trust business as set forth in item (xi) of that paragraph (excluding companies which fall under the foreign companies engaged in insurance business), the companies engaged solely in administration of management of such Subsidiary Company and business incidental thereto and business set forth in items of paragraph (1) and items of paragraph (2) of the following Article (excluding items (xxxiv)-3 and (xxxv)) (limited to the case where the company does not have a Subsidiary Company which falls under Article 106, paragraph (1), items (i) to (iv) inclusive and items (viii) and (ix) of the Act; hereinafter the same shall apply in this Article, excluding the following item and item (iii));

(ii) in case of a Holding Company whose Subsidiary Company is a Company Specialized in Securities Business, a Company Specialized in Securities Intermediary Service or a foreign company engaged in Securities-Related Business as set forth in Article 106, paragraph (1), item (x) of that paragraph (excluding companies which fall under the foreign companies engaged in insurance business), the companies engaged solely in administration of management of such Subsidiary Company and business incidental thereto and business set forth in items of paragraph (1) and items of paragraph (2) of the following Article (excluding items (xxxiv)-3, (xxxv), items (xli) to (xlv) inclusive) (limited to the case where the company does not have a Subsidiary Company which falls under Article 106, paragraph (1), items (i) to (iv) inclusive, items (vii) to (ix) inclusive and item (xi) of the Act);

(iii) in case of a Holding Company whose Subsidiary Company is a Company Specialized in Trust Business or a foreign company engaged in trust business as set forth in Article 106, paragraph (1), item (xi) of that paragraph (excluding companies which fall under the foreign companies engaged in trust business), the companies engaged solely in administration of management of such Subsidiary Company and business incidental thereto and business set forth in items of paragraph (1) and items of paragraph (2) of the following Article (excluding items (xxxiv)-3 to (xl) inclusive) (limited to the case where the company does not have a Subsidiary Company which falls under Article 106, paragraph (1), items (i) to (iv) inclusive, item (v), item (vi) and items (viii) to (x) inclusive of the Act);

(iv) in case of a Holding Company whose Subsidiary Company is a company set forth in Article 106, paragraph (1), item (iv)-2, items (xii) or (xiii) of the Act, the companies engaged solely in administration of management of such Subsidiary Company and business incidental thereto and business set forth in items of paragraph (1) and items of paragraph (2) of the following Article (excluding items (xxxiv)-3 to (xlv) inclusive);

(v) in case of a Holding Company prescribed in paragraph (6) of the following Article, which is a Subsidiary Company of a bank or a Long Term Credit Bank which is the Subsidiary Company of the Insurance Company as referred to in Article 106, paragraph (2), item (vi), sub-item (c) of the Act, the companies engaged solely in administration of management of such Subsidiary Company of the Holding Company and business incidental thereto and business set forth in items of paragraph (1) and items of paragraph (2) of the following Article (excluding items (xxxvi) to (xlv) inclusive);

(vi) in case of a Holding Company prescribed in paragraph (7) of the following Article, which is a Subsidiary Company of a Company Specialized in Securities Business or a Company Specialized in Securities Intermediary Service which is the Subsidiary Company of the Insurance Company as referred to in Article 106, paragraph (2), item (vii), sub-item (a) of the Act, the companies engaged solely in administration of management of such Subsidiary Company of the Holding Company and business incidental thereto and business set forth in items of paragraph (1) and items of paragraph (2) of the following Article (excluding items (xxxiv)-3, (xxxv) and items (xli) to (xlv) inclusive); and

(vii) in case of a Holding Company prescribed in paragraph (8) of the following Article, which is a Subsidiary Company of Trust Bank (meaning the Trust Bank defined in Article 106, paragraph (2), item (viii), sub-item (a) of the Act; hereinafter the same) or a Company Specialized in Trust Business which is the Subsidiary Company of the Insurance Company as referred to in Article 106, paragraph (2), item (viii), sub-item (d) of the Act, the companies engaged solely in administration of management of such Subsidiary Company of the Holding Company and business incidental thereto and business set forth in items of paragraph (1) and items of paragraph (2) of the following Article (excluding items (xxxvi) to (xl) inclusive) (in case where the Holding Company is not a Subsidiary Company of the Trust Bank, excluding items (xxxiv)-3 to (xl) inclusive).

(10) The provision of Article 2, paragraph (15) of the Act shall apply mutatis mutandis to the voting rights as referred to in paragraphs (6) and (7).

(Scope of Subsidiary Companies of Insurance Companies)

Article 56-2 (1) The businesses to be specified by Cabinet Office Ordinance, as referred to in Article 106, paragraph (2), item (i) of the Act, shall be as follows:

(i) business to handle affairs related to welfare benefit of officers or employees of other business operators;

(ii) business of purchasing and management of goods to be used for handling business affairs of other business operators;

(iii) business of printing and bookbinding of papers, tickets and any other documents related to the affairs of other business operators;

(iv) business of advertisement or promotion for businesses of other business operators;

(v) business of driving, maintenance, inspection and any other type of management of automobiles for other business operators;

(vi) business of investigation or provision of information as may be necessary in relation to the business of other business operators (excluding those which fall under item (ix));

(vii) business of maintenance, inspection and any other type of management of automated teller machines, etc. of other business operators;

(viii) business of preparation and dispatching of postcards and sealed documents for solicitation of conclusion of contract pertaining to the business of other business operators or for providing explanation on the terms of such contract;

(ix) business of assessment of properties which are to be offered as collateral to secure loan claims any other claims originating from extension of credit by other business operators; management of such properties which are offered as collateral; and any other businesses as may be necessary in relation to such properties;

(x) business to provide consultation on monetary loan to be rendered by other business operators (limited to consumer loans such as loan necessary for purchasing houses); brokerage for handling business related to such loan; or any other business necessary in relation to such loans;

(xi) business to handle business affairs necessary for foreign exchange transactions, letters of credit or traveler's check to be performed by other business operators; or business to handle business affairs necessary for financing, discounting of bill, guarantee of obligations or acceptance of bills to be performed by other business operators;

(xii) business to perform calculation related to business affairs of other business operators;

(xiii) business to prepare, organize, store, ship or deliver the papers, tickets or any other documents pertaining to the business affairs of other business operators;

(xiv) business to act as intermediary between the other business operator and its Customer, in relation to the business affairs;

(xv) Workers Dispatching Undertaking as defined in Article 2, item (iii) of the Act for Securing the Proper Operation of Worker Dispatching Undertakings and Improved Working Conditions for Dispatched Workers (Act No. 88 of 1985), or employment placement businesses to be carried out subject to the license under Article 30, paragraph (1) of the Employment Security Act (Act No. 141 of 1947);

(xvi) business to handle business affairs related to computers for other business operators (including business to design or maintain systems which function through the use of computers, and also including business to design, create, sell (including sale of peripheral equipment which would be necessary incidental to sale of programs) or maintain computer programs);

(xvii) business to provide education or training for officers or employees of other business operators;

(xviii) business of leasing real properties owned by other business operators (in principle, including real properties acquired from such other business operators; hereinafter the same shall apply in this item); business of maintenance, inspection and any other type of management of real properties owned by other business operators or the ancillary facilities;

(ixx) business of shipping of cash, checks, bills or securities of other business operators (excluding the business set forth in the following item and item (xxi));

(xx) business to collect cash, checks, bills or securities and deliver them to major customers of other business operators;

(xxi) business of conveyance from or to other business operator's major customers securities related to such other business operator;

(xxii) business of sorting out cash, checks, bills or securities, confirming the amount and quantity thereof, or taking temporary custody thereof, on behalf of the other business operators;

(xxiii) business of making investment on behalf of an Insurance Company which holds the Subsidiary Company as its Subsidiary Company;

(xxiv) in cases where an Insurance Company which holds the Subsidiary Company as its Subsidiary Company, an Insurance Company which is a Subsidiary Company of the aforementioned Insurance Company, a bank or the Long Term Credit Bank (hereinafter collectively referred to as "Parent Insurance Company, etc." in this item) requires enforcement of the security interests for the purpose of collection of claims pertaining to loans or any other credit granted; or where a company invested and incorporated jointly by financial institutions with the objective of purchasing mortgage loans (hereinafter referred to as a "Purchasing Company" in this item) requires enforcement of the security interests for the purpose of collection of mortgage loans purchased from the Parent Insurance Company, etc., to provide business of purchasing real properties securing above-mentioned claims and of handling business affairs necessary in relation to ownership, management, etc. of the real properties purchased, on behalf of such Parent Insurance Company, etc. or such Purchasing Company;

(xxv) any other business designated by the Commissioner of the Financial Services Agencies as the business equivalent to those specified in the preceding items; and

(xxvi) businesses incidental to those set forth in the preceding items (limited to the businesses carried out by the parties engaged in any of the aforementioned businesses).

(2) The business to be specified by Cabinet Office Ordinance, as referred to in Article 106, paragraph (2), item (ii) of the Act, shall be as follows:

(i) agency business (excluding agency service for the business set forth in the following item) or handling service for the business pertaining to insurance business of insurance companies (including Foreign Insurers) or Low-Cost, Short-Term Insurers or business pertaining to non-life insurance business of ship owners mutual insurance associations;

(ii) Insurance Solicitation (meaning Insurance Solicitation as defined in Article 2, paragraph (26) of the Act; the same shall apply hereinafter);

(iii) business of investigation into insured events or any other matters related to insurance contracts;

(iv) business to provide education for personnel to conduct Insurance Solicitation;

(v) business set forth in Article 98, paragraph (1) of the Act (excluding the business which fall under the business set forth in item (i) of that paragraph, the Securities-Related Business or any other business specified by the Commissioner of the Financial Services Agency;

(v)-2 business of management and collection of claims as defined in Article 2, paragraph (2) of the Act on Special Measures concerning Business of Management and Collection of Claims (Act No. 126 of 1998), and businesses set forth in the items of Article 12 (Scope of Business) of that Act (limited to the cases where all of the requirements prescribed by the Commissioner of the Financial Services Agency are met, in case where the business set forth in item (ii) of that Article is to be carried out);

(v)-3 business of operation and management of defined contribution pension as defined in Article 2, paragraph (7) (Definitions) of the Defined Contribution Pension Act (Act No. 88 of 2001), or business to handle business affairs as set forth in the items of paragraph (1) of Article 61 of that Act;

(v)-4 business to assist the Specified Financial Instruments Business as defined in Article 33-8, paragraph (2) (Special Provision for Carrying Out Trust Business) of the Financial Instruments and Exchange Act performed by a person (limited to a person who belong to the relevant party as its officer or an employee) specified in the items of Article 15-21, paragraph (2) (Persons Engaged in a Specified Financial Instruments Business) of the Order for Enforcement of the Financial Instruments and Exchange Act based on entrustment from an Insurance Company;

(vi) business to provide services related to welfare facilities for elderly, etc. (meaning welfare facility for elderly as defined in Article 5-3 (Definitions) of the Act on Social Welfare Service for Elderly (Act No. 133 of 1963) and fee-based home for the elderly as defined in Article 29, paragraph (1) (Notification, etc.) of that Act), and any service related to welfare of elderly persons, disabled persons, etc.;

(vii) business to operate facilities for sport activities for health maintenance or health improvement, or to operate facilities for health maintenance or health improvement through the utilization of hot springs;

(viii) business of investigation, analysis or consultation for prevention of occurrence of risk factors, prevention or mitigation of damage resulting from occurrence of risk factor, or for assessment of scope, etc. of damage resulting from occurrence of risk factor;

(ix) business of investigation, analysis or consultation related to health, welfare services or medical services;

(x) business of creation and sale of computer programs related to business of companies mainly comprising insurance holding companies, Companies Eligible to be Subsidiary Companies (meaning Companies Eligible to be Subsidiary Companies as defined in Article 106, paragraph (1) of the Act; the same shall apply in items (xxx) and (xxxv)) and Insurance Agents or to financial affairs of business operators (including sale of peripheral equipment which would be necessary incidental to sale of computer programs); business to provide consigned calculation services (excluding the business which fall under item (xxxv));

(x)-2 business of calculation service for premiums or benefits pertaining to defined benefit corporate pension as set forth in Article 2, paragraph (1) (Definitions) of the Defined-Benefit Corporate Pension Act (Act No. 50 of 2001) or any other pension similar thereto; business related to preparation and delivery of documents related to such pension;

(xi) business to provide agency service for reporting on insured event from policyholders, or business to provide consultation on insurance contracts;

(xii) business of arrangement or introduction for automobile repair business operators, etc.;

(xiii) monetary loan or intermediary service therefor (including granting of money by means of discounting bills, assignment for security or any other means similar thereto, and also including intermediary service for delivery and receipt of money granted by such means), which is carried out in the course of trade (excluding the services which fall under item (xxxiv), item (xxxiv)-2 and item (xxxiv)-3);

(xiii)-2 business pertaining to transactions other than monetary loan, but which shall be deemed equivalent to monetary loan (limited to the cases where receiving interest is prohibited by the restriction under religious discipline, and where such transactions are to be consummated based on judgment of a council constituted by persons with expertise knowledge of the religious discipline that such transactions fall under the transaction other than monetary loan);

(xiv) loan of securities;

(xv) acceptance of consignment of solicitation or management of municipal bonds, corporate bonds or any other bond certificates;

(xvi) handling of business affairs related to payment of money from or to the national government, local governments, companies, etc. or any other affairs related to money;

(xvii) business to perform the acts set forth in Article 2, paragraph (8), items (vii), (xiii) and (xv) (Definitions) of the Financial Instruments and Exchange Act;

(xviii) Deleted

(xix) commodity investment advisory business as defined in Article 2, paragraph (3) (Definitions) of the Act on Control for Business Pertaining to Commodity Investment;

(xx) business to deliver or issue an object such as tickets, number, symbols or any other marks which, in exchange therefor or by presentation or notification thereof, entitles a holder thereof to purchase certain goods or rights or to receive services from a specific distributor or service provider (hereinafter referred to as "Tickets, etc." in this item and the following item) to a person who intend to purchase goods or rights or to receive services by the use of such Tickets, etc. (hereinafter referred to as an "User" in this item and the following item); and to receive from such User money equivalent to the price of the goods or rights or consideration for the services and to deliver such money to the distributor or the service provider, when the User, in exchange of or by presentation or notification of said Tickets, etc., has purchased goods or rights or received services from the specific distributor or service provider;

(xxi) business of Users to deliver money equivalent to the price of the specific goods or rights or the consideration for the services to the specific distributor or service provider on the condition that they shall purchase goods or rights or shall receive service from such distributor or service provider, and to receive such amount of money from the User;

(xxii) business to issue proprietary prepayment method as defined in Article 3, paragraph (4) (Definitions) of the Act on Financial Settlements or business to issue third-party prepayment method as defined in paragraph (5) of that Article; or business to sell such prepayment methods;

(xxii)-2 Deleted

(xxiii) business to offer for use machines or any other goods or objects ("hereinafter referred to as "Leased Goods, etc." in this item) (limited to the case where the business is to be performed under the contract which satisfies all of the following requirements and in accordance with the criteria to be specified by the Commissioner of the Financial Services Agency):

(a) that there is no provision setting forth that, on or after the day from when the Leased Goods, etc. become available for use (hereinafter referred to as "Period of Use" in this item; and such day shall be referred to as "Day of Commencement of Use" in this item) or after the passage of certain period from the Day of Commencement of Use, either party or both parties may any time make a request for cancellation of the contract;

(b) that the contract provides that, during the Period of Use, the acquisition value of the Leased Goods, etc., less the estimated remaining value thereof after the expiration of the Period of Use, plus the interests, fixed asset tax, insurance premiums and fees, are to be received as the consideration; and

(b) that there is no provision that, even after the expiration of the Period of Use, the ownership or any other rights in the Leased Goods, etc. will be transferred to the lessee.

(xxiv) business to provide other stock companies with funds necessary for their business, by way of any of the following activities:

(a) to acquire the shares issued by said company, for the purpose of receiving the dividend pertaining to the shares or to obtain profits from proceeds thereof;

(b) to acquire the corporate bonds issued by the company (excluding the short-term corporate bond specified in Article 98, paragraph (6), item (i) of the Act); and

(c) to conclude a partnership contract as set forth in Article 667, paragraph (1) (Partnership Contract) of the Civil Code aimed at performance of the activities set forth in sub-item (a) or (b), or a Limited Partnership Agreement for Investment as defined in Article 3, paragraph (1) (Limited Partnership Agreement for Investment) of the Limited Partnership Act for Investment (Act No. 90 of 1998).

(xxv) business to perform as the Settlor Company of Investment Trust or Asset Investment Company (in case of business in foreign states, meaning the companies equivalent thereto; and including the business of management of Investment Trust Properties which are to be invested in accordance with the instructions from the Settlor Company of Investment Trust, and also including business of management of properties which constitute the assets of the Investment Corporation which are to be invested by the Asset Investment Company);

(xxvi) business pertaining to Investment Advisory Business (meaning Investment Advisory Business as defined in Article 28, paragraph (6) (General Rules) of the Financial Instruments and Exchange Act) or Investment Discretionary Contract;

(xxvi)-2 business to make investment of money or other assets (including giving of instructions thereon) on behalf of another person, as the investment in the assets specified in Article 3, items (i) and (ii), and items (vi) to (viii) inclusive (Scope of Specified Assets) of the Order for Enforcement of the Act on Investment Trusts and Investment Corporations (Cabinet Order No. 480 of 2000);

(xxvi)-3 business to provide consultation or intermediary service for other business operators in connection with business transfer, merger, company split, share exchange or share transfer;

(xxvii) business to provide consultation service related to business management of other business operators;

(xxviii) business to conduct investigation or research related to economy, such as finance;

(xxix) business to provide consultation service related to asset saving of individual persons;

(xxx) business to process data primarily related to business of an Insurance Holding Company or a company falling under the category of the Company Eligible for Subsidiary Company or any other financial institutions designated by the Commissioner of the Financial Services Agency or data primarily related to financial conditions of the business operators, and to provide transmission service for these data;

(xxxi) acceptance of bills;

(xxxii) safe custody of goods such as Securities and precious metals;

(xxxiii) money exchange;

(xxxiii)-2 business set forth in Article 99, paragraph (2), item (iv) of the Act;

(xxxiii)-3 electronic claim information storage service under Article 51, paragraph (1) (Designation of Parties Engaged in Electronic Claim Information Storage Service) of the Electronically Recorded Monetary Claims Act (Act No. 102 of 2007)

(xxxiv) agency or intermediary service for a bank, Long Term Credit Bank, shinkin bank, credit cooperatives, or labor bank (including a federation constituted by the aforementioned juridical persons)(excluding the service set forth item (xli);

(xxxiv)-2 agency or intermediary service for credit business set forth in Article 11, paragraph (2) (Business) of the Agricultural Cooperatives Act conducted by agricultural cooperatives or a federation of agricultural cooperatives (excluding the business which falls under the business set forth in item (xli)); credit business set forth in Article 11-4, paragraph (2) (Rules of Credit Business) of the Fisheries Cooperatives Act conducted by fishery cooperatives, federation of fishery cooperatives, fishery processing cooperatives or federation of fishery processing cooperatives (excluding the business which falls under the business set forth in the same item) or business of Norinchukin Bank (excluding the business which falls under the business set forth in the same item);

(xxxiv)-2-2 agency or intermediary service for fund transfer business conducted by a fund transfer business operator;

(xxxiv)-3 agency or intermediary service for the business of a foreign company engaged in baking business (in case where the business is to be rendered in Japan, limited to intermediary service for safe custody of Securities; settlement of transactions of Securities in accordance with the instructions from customers; receiving interests accrued on the Securities in its custody; leasing of Securities in its custody, in accordance with the customers' instructions; exercise of rights in the Securities in its custody, in accordance with the customers' instructions; and any business incidental to the aforementioned businesses.)

(xxxv) business of creation and sale of computer programs related to business of companies mainly comprising Bank Holding Companies, Long Term Credit Bank Holding Company or a Companies Eligible to be Subsidiary Companies (limited to a bank, Long-Term Credit bank or a foreign company engaged in banking business) (including sale of peripheral equipment which would be necessary incidental to sale of computer programs); and business to provide consigned calculation services;

(xxxvi) business to provide intermediary between the owners and issuers of the Securities in relation to said Securities;

(xxxvii) agency for customers in relation to Securities;

(xxxviii) business to perform advertisement, promotion or investigation for a stock company, with an objective of facilitating procurement of business fund by means of issuance of shares by such stock company, and any other business to facilitate improvement of investors' reputation for such stock company;

(ixl) providing information or advice in relation to Securities (excluding the business which falls under the business set forth in item (xxxvi) or the preceding item);

(xl) business of intermediary, brokerage or agency for a partnership contract under Article 667, paragraph (1) of the Civil Code or a silent partnership contract as defined in Article 535 (Silent Partnership Contract) of the Commercial Code (excluding the business which fall under Securities-Related Business);

(xli) trust contract agency service as defined in Article 2, paragraph (8) (Definitions) of the Trust Business Act (excluding business set forth in Article 3, item (ii) (Business Not Allowed for Financial Institutions) of the Cabinet Order on Enforcement of Act on Engagement in Trust Business by a Financial Institution or Article 3, paragraph (1), item (ii) of Ordinance for Enforcement of the Act on Engagement in Trust Business by a Financial Institution (Business Not Allowed for Financial Institutions);

(xlii) Deleted

(xliii) business related to property management (excluding the business set forth in item (v); and limited to the business wherein the same type of properties as the trust properties entrusted to the Trust Subsidiary Company, etc. holding voting rights in the company engaged in said business are to be managed in accordance with the same method for management of trust properties as set forth in the business procedures), and agency service for such property management business;

(xliv) business specified in Article 1, paragraph (1), items (iv) to (vii) inclusive (Authorization for Engagement in Trust Business by a Financial Institution) of the Act on Engagement in Trust Business by a Financial Institution excluding the business which falls under the business set forth in item (ixx), the preceding paragraph, Article 3, item (iii) of the Cabinet Order for Enforcement of the Act on Engagement in Trust Business by a Financial Institution and Article 3, paragraph (1), items (iii) and (iv) of the Ordinance for Enforcement of the Act on Engagement in Trust Business by a Financial Institution; and, with regard to the scope of the business in cases where there is no Trust Bank among the Insurance Companies whose Subsidiary Company is the company engaged in said business or among the Trust Subsidiary Companies, etc. of the Insurance Company which is a Subsidiary Company of the Insurance Holding Company whose Subsidiary Company is the company engaged in said business, limited to the scope of the business which the Trust Subsidiary Company, etc. has obtained approval under Article 21, paragraph (2) (Scope of Business) of the Trust Business Act);

(xlv) business related to assessment of properties (excluding real properties) in cases of acceptance of trust;

(xlvi) other business to be specified by the Commissioner of the Financial Services Agency as the businesses equivalent to the businesses specified in the preceding items; and

(xlvii) businesses incidental to the businesses specified in the preceding items (limited to the business performed by the parties engaged in the business respectively set forth therein).

(3) The business to be specified by Cabinet Office Ordinance, as referred to in Article 106, paragraph (2), item (iii) of the Act, shall be as follows:

(i) business specified in items (xxxiv)-3 and (xxxv) of the preceding paragraph;

(ii) other business to be specified by the Commissioner of the Financial Services Agency as the businesses equivalent to the businesses specified in the preceding items; and

(iii) business specified in item (xlvii) of the preceding paragraph which pertains to the business incidental to the business specified in the preceding two items.

Article 1-2-3 The individual's states to be specified by Cabinet Office Ordinance, as referred to in Article 1-6, paragraph (1), item (iii) of the Cabinet Order shall be as follows: Article 1-2-3 The individual's states to be specified by Cabinet Office Ordinance, as referred to in Article 1-6, paragraph (1), item (iii) of the Cabinet Order shall be as follows:

(i) business specified in items (xxxvi) and (xl) of paragraph (2);

(ii) other business to be specified by the Commissioner of the Financial Services Agency as the businesses equivalent to the businesses specified in the preceding items; and

(iii) business specified in item (xlvii) of paragraph (2) which pertains to the business incidental to the business specified in the preceding two items.

(5) The business to be specified by Cabinet Office Ordinance, as referred to in Article 106, paragraph (2), item (v) of the Act, shall be as follows:

(i) business specified in items (xli) and (xlv) of paragraph (2);

(ii) other business to be specified by the Commissioner of the Financial Services Agency as the businesses equivalent to the businesses specified in the preceding items; and

(iii) business specified in item (xlvii) of paragraph (2) which pertains to the business incidental to the business specified in the preceding two items.

(6) The companies to be specified by Cabinet Office Ordinance, as referred to in Article 106, paragraph (2), item (vi), sub-item (c) of the Act, shall be a holding company set forth in item (xiv), paragraph (1), of that Article whose voting rights exceeding fifty percent of the voting rights of all shareholders, etc. are held by a bank or Long Term Credit Bank which is the Subsidiary Company of the Insurance Company.

(7) The companies to be specified by Cabinet Office Ordinance, as referred to in Article 106, paragraph (2), item (vii), sub-item (c) of the Act, shall be a holding company set forth in item (xiv), paragraph (1), of that Article whose voting rights exceeding fifty percent of the voting rights of all shareholders, etc. are held by a Company Specialized in Securities or a Company Specialized in Brokerage of Securities which is the Subsidiary Company of the Insurance Company.

(8) The companies to be specified by Cabinet Office Ordinance, as referred to in Article 106, paragraph (2), item (viii), sub-item (d) of the Act, shall be a holding company set forth in item (xiv), paragraph (1), of that Article whose voting rights exceeding fifty percent of the voting rights of all shareholders, etc. are held by a Trust Bank or a Company Specialized in Trust Business which is the Subsidiary Company of the Insurance Company.

(9) The companies to be specified by Cabinet Office Ordinance, as referred to in Article 106, paragraph (4) of the Act (including the cases where applied mutatis mutandis pursuant to paragraph (6) of that Article), shall be a company engaged solely in any of the following businesses;

(i) business specified in items (i) to (xxxiv)-2-2 inclusive of paragraph (2);

(ii) business specified in item (xlvi) of paragraph (2) (excluding the business set forth in item (ii) of paragraph (3), item (ii) of paragraph (4) and item (ii) of paragraph (5)); and

(iii) business specified in item (xlvii) of paragraph (2) (excluding the business set forth in item (iii) of paragraph (3), item (iii) of paragraph (4) and item (iii) of paragraph (5));

(10) The provision of Article 13-5, paragraph (6) of the Cabinet Order shall apply mutatis mutandis to the voting rights held by the parties set forth in paragraphs (6) to (8) in case where any of such provisions applies. In this case, the term "pursuant to the provision of Article 147, paragraph (1) or Article 148, paragraph (1) (including the cases where these provisions are applied mutatis mutandis pursuant to Article 228, paragraph (1), Article 235, paragraph (1), Article 239 and Article 276 (limited to the portion pertaining to item (ii))" and "shares or equity interest" in paragraph (6) of that Article shall be deemed to be replaced in "pursuant to the provision of Article 147, paragraph (1) or Article 148, paragraph (1)" and "shares", respectively.

(Grounds Which Render Provisions of Article 106, Paragraph (1) of Insurance Business Act Inapplicable)

Article 57 (1) The grounds to be specified by Cabinet Office Ordinance, as referred to in Article 106, paragraph (3) of the Act, shall be as follows:

(i) acquisition of shares or equity interests by way of exercise of security interests by the Insurance Company or its Subsidiary Company;

(ii) acquisition of shares or equity interests by way of receipt of subrogation payment by the Insurance Company or its Subsidiary Company;

(iii) acquisition of voting rights represented by shares or equity interests which prohibits the Insurance Company or its Subsidiary Company from exercising the voting rights (limited to the shares or equity interests acquired due to the occurrence of the event beyond the intention of the Insurance Company or its Subsidiary Company);

(iv) conversion of shares in a company whose shares are owned by the Insurance Company or its Subsidiary Company (meaning the acquisition of the shares by the issuer thereof, in which case the other type of shares are to be delivered in exchange for such shares; the same shall apply hereinafter) (excluding the conversion upon the request from the Insurance Company or its Subsidiary Company);

(v) consolidation or split of shares in a company whose shares are owned by the Insurance Company or its Subsidiary Company, or allotment of shares without contribution (meaning the allotment of shares without contribution as defined in Article 185 of the Companies Act; the same shall apply hereinafter);

(vi) amendment of the contents of the rights in shares or equity interest or amendment to the number of shares for one unit of shares, as affected by the amendment of the articles of incorporation of the company whose shares are owned by the Insurance Company or its Subsidiary Company; and

(vii) acquisition of treasury shares or equity interest of a company whose shares are owned by the Insurance Company or its Subsidiary Company.

(2) The grounds to be specified by Cabinet Office Ordinance, as referred to in Article 106, paragraph (5) of the Act, shall be those specified in the items of the preceding paragraph.

(Application for Authorization for Holding Insurance Company, etc. Eligible for Subsidiary Company as Subsidiary Company)

Article 58 (1) In cases where an Insurance Company intends to obtain an authorization on holding an Insurance Company, etc. Eligible for Subsidiary Company (meaning an Insurance Company, etc. Eligible for Subsidiary Company as defined in Article 106, paragraph (4) of the Act; hereinafter the same shall apply in this Article), it shall submit to the Commissioner of the Financial Services Agency the written application for authorization as well as the following documents:

(i) a written statement of reasons;

(ii) the following documents related to the Insurance Company:

(a) the latest balance sheet, profit and loss statement and the statement of changes in shareholders' equity, etc. (in case of a Mutual Company, a document related to disposition of surplus or treatment of loss and the statement of changes in members' equity) and any other document disclosing the recent status of business, properties and profit and loss;

(b) the document specifying the prospective profit expenditure after the grant of the authorization:

(c) in cases where an Insurance Company, etc. Eligible for Subsidiary Company is to become a Subsidiary Company due to the implementation of the share transfer (including the Share Exchange on Entity Conversion as set forth in Article 96-5, paragraph (1) of the Act), the following documents:

1. the minutes of shareholders meetings, or any other documents certifying that necessary procedures have been followed;

2. a document specifying the terms and conditions of the share exchange contract (including contract for share exchange on entity conversion); and

3. a document specifying the costs for share exchange.

(iii) the following documents related to the Insurance Company and its Subsidiary Company, etc. (meaning Subsidiary Company, etc. as set forth in Article 110, paragraph (2) of the Act; hereinafter the same shall apply in this item and the following paragraph):

(a) the latest balance sheet, profit and loss statement and the statement of changes in shareholders' equity, etc. (in case of a Mutual Company, a document related to disposition of surplus or treatment of loss and the statement of changes in members' equity) of the Insurance Company and its Subsidiary Company, etc. prepared in a consolidated manner, and any other document disclosing the recent status of business, properties and profit and loss of these companies; and

(b) the document specifying the prospective profit expenditure the Insurance Company and its Subsidiary Company, etc. (including a company which is to become the Subsidiary Company) after the authorization is granted:

(iv) the following documents related to the an Insurance Company, etc. Eligible for Subsidiary Company for which the authorization is sought:

(a) a document describing the name, and the location of its principal business office or principal office;

(b) a document describing the contents of business;

(c) the latest balance sheet, profit and loss statement, the statement of changes in shareholders' equity and any other document which shows the current status of business, properties, profits and losses; and

(d) a document describing the job titles and names of the officers (in cases where any of its officer is a juridical person, the officers shall include a person who shall perform the duties of such juridical person);

(v) in cases where the Insurance Company or its Subsidiary Company, etc. will hold the total number of voting rights in domestic companies in excess of the Voting Rights Threshold (meaning the Voting Rights Threshold as set forth in Article 107, paragraph (1) of the Act; the same shall apply in the following Article and Article 58-3), as a consequence of holding of the Insurance Company, etc. Eligible for Subsidiary Company for which the authorization is sought, the document specifying the name of the domestic companies and the contents of business thereof; and

(vi) a document stating any other matters which would serve as reference information in an examination conducted pursuant to the following paragraph.

(2) In cases where the application for approval set forth in the preceding paragraph has been filed, the Commissioner of the Financial Services Agency shall examine whether the application conforms to the criteria listed in the following:

(i) that the amount of stated capital or the funds in the Insurance Company which has filed the application (hereinafter referred to as the "Applicant Insurance Company" in this paragraph) is sufficient to acquire or hold the voting rights in the Insurance Company, etc. Eligible for Subsidiary Company;

(ii) that the current status of business, properties, losses and profits of the Applicant Insurance Company are sound;

(iii) that the profit and expenditure of the Applicant Insurance Company and its Subsidiary Company, etc. at the time of filing such application is sound, and that the they shall have good prospects for income and expenditure even after making the Insurance Company, etc. Eligible for Subsidiary Company as its Subsidiary Company, etc.;

(iv) that the Applicant Insurance Company is able to implement measures to secure sound and proper performance of the business of the Insurance Company, etc. Eligible for Subsidiary Company; and

(iv) that the Insurance Company, etc. Eligible for Subsidiary Company for which the authorization is sought is able to implement its business in a precise and fair manner.

(3) The provision of the preceding two paragraphs shall apply mutatis mutandis to the authorization under the proviso to Article 106, paragraph (5) of the Act.

(4) The provision of the paragraphs (1) and (2) shall apply mutatis mutandis to the authorization under the proviso to Article 106, paragraph (6) of the Act.

(5) The provision of Article 2, paragraph (15) of the Act shall apply mutatis mutandis to the voting rights under item (v) of paragraph (1) (including the cases where applied mutatis mutandis pursuant to the preceding two paragraphs).

(Grounds Which Render Provisions of Article 107, Paragraph (1) of Insurance Business Act Inapplicable)

Article 58-2 (1) The grounds to be specified by Cabinet Office Ordinance, as referred to in Article 107, paragraph (2) of the Act, shall be as follows:

(i) acquisition of shares or equity interests by way of exercise of security interests by the Insurance Company or its Subsidiary Company;

(ii) acquisition of shares or equity interests by way of receipt of subrogation payment by the Insurance Company or its Subsidiary Company;

(iii) acquisition of shares or equity interests by the Insurance Company or its Subsidiary Company in accordance with the streamlined management improvement plan between the Customer companies (limited to the acquisition implemented for the purpose of eliminating the obligations of the company against the Insurance Company or its Subsidiary Company; and limited to the case where the implementation of such measure is expected to improve to the management of the company in a reasonable period of time);

(iv) acquisition of voting rights represented by shares or equity interests which prohibits the Insurance Company or its Subsidiary Company from exercising the voting rights (limited to the shares or equity interests acquired due to the occurrence of the event beyond the intention of the Insurance Company or its Subsidiary Company);

(v) conversion of shares in a company whose shares are owned by the Insurance Company or its Subsidiary Company (excluding the conversion upon the request from the Insurance Company or its Subsidiary Company);

(vi) consolidation or split of shares in a company whose shares are owned by the Insurance Company or its Subsidiary Company, or allotment of shares without contribution;

(vii) amendment of the contents of the rights in shares or equity interest or amendment to the number of shares for one unit of shares, as affected by the amendment of the articles of incorporation of the company whose shares are owned by the Insurance Company or its Subsidiary Company; and

(vii) acquisition of treasury shares or equity interest of a company whose shares are owned by the Insurance Company or its Subsidiary Company;

(ix) in cases where the voting rights in the New Business Marketing Company, etc. under Article 56, paragraph (7) is to be disposed, and where such voting rights cannot be disposed on the ground that it is extremely difficult to transfer such voting rights due to any ground deemed inevitable;

(x) acquisition of shares or equity interests, in cases where the number of voting rights represented by the properties other than the trust properties without an option of compensation of principal is not more than the Voting Rights Thresholds; and

(xi) the case where approved by the Commissioner of the Financial Services Agency in advance as the cases where any reasonable ground exists, such as conversion of shares (excluding the conversion of shares due to the ground specified in item (v)) necessary for disposition of shares issued by the Customer of the Insurance Company or its Subsidiary Company acquired in accordance with the streamlined business improvement plan, in a reasonable period of time in connection with the improvement of management of the company.

(2) When the Insurance Company intends to obtain the approval under item (xi) of the preceding paragraph, it shall submit to the Commissioner of the Financial Services Agency a written application for approval, with the following documents attached thereto:

(i) a written statement of reasons;

(ii) a document specifying the trade name and business contents of the domestic company for which the approval is sought;

(iii) a document specifying the policy for disposition method of the portion of the voting rights in domestic companies pertaining to the approval acquired or possessed in excess of the Voting Rights Thresholds;

(iv) a document stating any other matters which would serve as reference information in an examination conducted pursuant to the following paragraph.

(3) When the application for approval under the preceding paragraph is filed, the Commissioner of the Financial Services Agency shall examine whether there exists reasonable ground for the Insurance Company which has filed the application will own or possess the voting rights in excess of the Voting Rights Threshold, and whether the policy for disposition method of the portion of the voting rights acquired or possessed in excess of the Voting Rights Threshold is adequate.

(Applications for Approval for Holding Voting Rights in Excess of Voting Rights Threshold)

Article 58-3 (1) An Insurance Company which intends to obtain the approval on holding voting rights in excess of the Voting Rights Threshold shall submit to the Commissioner of the Financial Services Agency a written application for authorization, attaching the documents listed in the following items:

(i) a written statement of reasons;

(ii) a document specifying the trade name and business contents of the domestic company for which the approval is sought;

(iii) a document specifying the policy for disposition method of the portion of the voting rights in domestic companies pertaining to the approval acquired or possessed in excess of the Voting Rights Thresholds;

(iv) a document stating any other matters which would serve as reference information in an examination conducted pursuant to the following paragraph.

(2) When the application for approval under the preceding paragraph is filed, the Commissioner of the Financial Services Agency shall examine whether there exists reasonable ground for the Insurance Company which has filed the application or its Subsidiary Company will own or possess the voting rights in excess of the Voting Rights Threshold.

(3) The provision of Article 2, paragraph (15) of the Act shall apply mutatis mutandis to the voting rights as referred to in item (iii) of paragraph (1).

(Case Where Voting Rights in Excess of Voting Rights Threshold is Permitted)

Article 58-4 (1) The cases to be specified by Cabinet Office Ordinance, as referred to in Article 107, paragraph (4), item (i) of the Act, shall be the case where the Insurance Company, with the authorization under Article 106, paragraph (4) of the Act, made other Insurance Company, bank, Long Term Credit Bank, Company Specialized in Securities or Company Specialized in Brokerage of Securities as its Subsidiary Company.

(2) The cases to be specified by Cabinet Office Ordinance, as referred to in Article 107, paragraph (4), item (ii) of the Act, shall be as follows:

(i) the cases where the Insurance Company, with the authorization under Article 142 of the Act, acquired the business of other Insurance Company; and

(ii) the cases where the Insurance Company, due to acquisition of business with the authorization under Article 142 of the Act, made other Insurance Company, bank, Long Term Credit Bank, Company Specialized in Securities or Company Specialized in Brokerage of Securities as its Subsidiary Company.

(3) The cases to be specified by Cabinet Office Ordinance, as referred to in Article 107, paragraph (4), item (iv) of the Act, shall be as follows:

(i) the cases where the Insurance Company, due to an Absorption-type Company Split with the authorization under Article 173-6, paragraph (1) of the Act, succeeded to the business of other Insurance Company through an Absorption-type Company Split; and

(ii) the cases where the Insurance Company, due to an Absorption-type Company Split with the authorization under Article 173-6, paragraph (1) of the Act, made other Insurance Company, bank, Long Term Credit Bank, Company Specialized in Securities or Company Specialized in Brokerage of Securities as its Subsidiary Company.

Chapter V Accounting

(Business Report, etc.)

Article 59 (1) An interim business report as set forth in Article 110, paragraph (1) of the Act shall reflect the status of business and properties for the period between the day of commencement of the business year and September 30 of the business year, and shall be submitted within three months from the end of said period, in accordance with the Appended Form No. 6 (or the Appended Form No. 6-2, in case of a Company with Specified Transaction Account), and categorized as follows: in case of a stock company which is an Insurance Company, interim business report, interim balance sheet (including the notes in reference thereto; the same shall apply hereinafter), interim profit and loss statement (including the notes in reference thereto; the same shall apply hereinafter), interim cash flow statement, interim statement of changes in shareholders' equity (including the notes in reference thereto; the same shall apply hereinafter) and a document disclosing the status of solvency margin of Insurance Money, etc.; or, in case of a Mutual Company which is an Insurance Company, interim business report, interim balance sheet, interim profit and loss statement, interim cash flow statement, interim statement of changes in members' equity (including the notes in reference thereto; the same shall apply hereinafter) and a document disclosing the status of solvency margin for Insurance Money, etc.

(2) A business report as set forth in Article 110, paragraph (1) of the Act shall be submitted within four months from the end of the business year, in accordance with the Appended Form No. 7 (or the Appended Form No. 7-2, in case of a Company with Specified Transaction Account), and categorized as follows: in case of a stock company which is an Insurance Company, business report, supplementary schedule, a document concerning the matters related to the shareholders meeting, balance sheet, profit and loss statement, cash flow statement, interim statement of changes in shareholders' equity, documents concerning Securities, etc. and a document disclosing the status of solvency margin for Insurance Money, etc.; or, in case of a Mutual Company which is an Insurance Company, business report, supplementary schedule, a document concerning the matters related to the general meeting of members or the General Meeting of Representative Members, balance sheet, profit and loss statement, cash flow statement, statement of disposition of surplus and treatment of loss, statement of changes in members' equity, documents concerning redemption of fund, document concerning payment of interest on fund, documents concerning Securities, etc. and a document disclosing the status of solvency margin of Insurance Money, etc.

(3) The companies having special relationship to be specified by Cabinet Office Ordinance, as referred to in Article 110, paragraph (2) of the Act (hereinafter referred to as "Subsidiary Company, etc. in this Article and in Article 59-3), shall be as follows:

(i) a Subsidiary Juridical Person, etc. of the Insurance Company; and

(ii) an Affiliated Juridical Person, etc. of the Insurance Company.

(4) An interim business report as set forth in Article 110, paragraph (2) of the Act shall reflect the status of business and properties for the period between the day of commencement of the business year and September 30 of the business year, and shall be submitted within three months from the end of said period, in accordance with the Appended Form No. 6-3 and categorized into the interim business outline statement and interim Consolidated Financial Statements.

(5) A business report under Article 110, paragraph (2) of the Act shall be submitted within four months from the end of the business year, in accordance with the Appended Form No. 7-3 and categorized into the business outline statement and the Consolidated Financial Statements.

(6) In cases where, due to any inevitable ground, an Insurance Company is unable to submit its interim business report or business report under paragraph (1), (2) or (4) or (5) within the time limit respectively set forth therein, it may, with an approval from the Commissioner of the Financial Services Agency in advance, postpone the submission.

(7) When an Insurance Company intends to obtain the approval under the preceding paragraph, it shall submit to the Commissioner of the Financial Services Agency a written application for approval, with a written statement of reasons.

(Matters to be Contained in Explanatory Document on Status of Business and Properties)

Article 59-2 (1) The matters to be specified by Cabinet Office Ordinance, as referred to in Article 111, paragraph (1) of the Act, shall be as follows:

(i) the following matters related to the overview and organization of the Insurance Company:

(a) organizations for business management;

(b) in case of a stock company, the following matters related to ten or more shareholders in accordance with the descending order of the number of the shares held;

1. name (in cases where the shareholder is a juridical person or any other organization, the name or such organization);

2. the number of shares held by each of such shareholder; and

3. the ratio of the number of shares held by each shareholder to the total number of the shares issued.

(c) in case of a Mutual Company, the following matters related to five or more shareholders in accordance with the descending order of the amount of the funds contributed;

1. name (in cases where the fund contributor is a juridical person or any other organization, the name or such organization);

2. the amount of fund contributed by each of the fund contributors; and

3. the ratio of each of the amount of contribution to the total amount of the fund.

(d) the names and job titles of directors and company auditors (or directors and executive officers, in case of a company with committees);

(e) the name of the accounting advisor, in case of a company with accounting advisors;

(d) the details of the principal business of the Insurance Company (in cases where the Insurance Money Trust Business is to be conducted, including the details of the Insurance Money Trust Business); (d) the details of the principal business of the Insurance Company (in cases where the Insurance Money Trust Business is to be conducted, including the details of the Insurance Money Trust Business);

(iii) the following matters related to the principal business of the Insurance Company;

(a) the overview of the business for the Most Recent Business Year;

(b) the following matters, which are the indicators of the status of principal business for the latest five business years (with regard to the matters listed in 15. to 18 inclusive, limited to the cases where the Insurance Money Trust Business is to be conducted);

1. ordinary profit;

2. ordinary profit or ordinary loss;

3. net profit for the period or net loss for the period (or net surplus for the period or net loss for the period, in case of a Mutual Company);

4. the amount of stated capital, and the total amount of the shares issued (in case of a Mutual Company, the amount of the funds (including Reserve for Redemption of Fund as referred to in Article 56 of the Act);

5. amount of net assets (limited to the case of a Non-Insurance Company which is a stock company);

6. total amount of assets; amount of assets posted on the special account or reserve account;

7. outstanding amount of liabilities reserve;

8. outstanding amount of loans;

9. outstanding amount of Securities;

10. ratio which indicate the soundness of solvency margin for Insurance Money, etc. (meaning a ratio derived from the formula pertaining to the criteria regarding the appropriateness of the solvency margin for Insurance Money, etc. as referred to in Article 130 of the Act);

11. trends in dividends (limited to the case of a Non-Insurance Company which is a stock company);

12. in case of a Mutual Company, the total of the following ratios: the members' dividend reserve set forth in Article 30-5, paragraph (1), item (i) to the amount calculated pursuant to the provision of Article 30-4; and the amount to be reserved as the members' dividend equilibrium reserve under item (ii) of that paragraph to the amount calculated pursuant to the provision of Article 30-4;

13. the number of employees;

14. the contracted amount (in case of a Non-Life Insurance Company, the amount of the net insurance premiums);

15. trust fees;

16. outstanding amount of loans from trust account;

17. outstanding Securities in trust account; and

18. amount of trust properties.

(c) the following matters, which are the indicators of the status of business for the latest two business years;

(d) the matters listed as the outstanding Policy Reserve in the Appended Form;

(e) in case of a Non-Life Insurance Company, the following matters in relation to the latest five business years:

1. the amount of payment reserve set aside in the business year immediately prior to the relevant business year, less total of the insurance money paid in relation to the insured event accrued before the preceding business year as posted for the relevant business year and the payment reserve set aside in the relevant business year (excluding the reserve pertaining to the contract for automobile damage liability insurance as defined in Article 5 (Compulsory Conclusion of Contract for Liability Insurance or Liability Mutual Aid Insurance) of the Automobile Liability Security Act and the earthquake insurance contract as defined in Article 2, paragraph (2) (Definitions) of the Act on Earthquake Insurance);

2. the total of the payment reserve and accumulative insurance money paid in each business year before the Most Recent Business Year, which pertains to the insured events itemized by the business year in which the events occurred or by the business year in which the insurance are underwritten (limited to the type of insurance contract with long average payment term);

(iv) the following matters related to the business operation of the Insurance Company:

(a) framework for risk management;

(b) framework for compliance of laws and regulations;

(c) rationality and adequacy of the confirmation under Article 121, paragraph (1), item (i) of the Act (limited to the confirmation pertaining to Third-Sector Insurance);

(d) for a Life Insurance Company, in accordance with the following categories, the matters set forth in the following:

1. in the case where there is a Designated Dispute Resolution Organization for Life Insurance Business (meaning the Designated Dispute Resolution Organization for Life Insurance Business under Article 105-2, paragraph (1), item (i) of the Act; the same shall apply in (d)), a trade name or name of the Designated Dispute Resolution Organization for Life Insurance Business, which is a party to a Basic Contract for Implementation of Dispute Resolution Procedures for the Life Insurance Business to be concluded by the Life Insurance Company as the measure under Article 105-2, paragraph (1), item (i) of the Act; or

2. in the case where there is not a Designated Dispute Resolution Organization for Life Insurance Business, the content of the Complaint Processing Measures and Dispute Resolution Measures pertaining to the Life Insurance Business of the Life Insurance Company under Article 105-2, paragraph (1), item (ii) of the Act.

(e) for a Non-Life Insurance Company, in accordance with the following categories, the matters set forth in the following:

1. in the case where there is a Designated Dispute Resolution Organization for Non-Life Insurance Business (meaning the Designated Dispute Resolution Organization for Non-Life Insurance Business under Article 105-3, paragraph (1), item (i) of the Act; the same shall apply in (e)), a trade name or name of the Designated Dispute Resolution Organization for Non-Life Insurance Business, which is a party to a Basic Contract for Implementation of Dispute Resolution Procedures for the Non-Life Insurance Business to be concluded by the Non-Life Insurance Company as the measure under Article 105-3, paragraph (1), item (i) of the Act; or

2. in the case where there is not a Designated Dispute Resolution Organization for Non-Life Insurance Business, the content of the Complaint Processing Measures and Dispute Resolution Measures pertaining to the Non-Life Insurance Business of the Non-Life Insurance Company under Article 105-3, paragraph (1), item (ii) of the Act.

(v) the following matters related to the status of properties of the Insurance Company for the Most Recent Business Years (with regard to the matter specified in sub-item (c), limited to the case where the Insurance Money Trust Business is to be conducted):

(a) a balance sheet, profit and loss statement, cash flow statement (limited to the case where the Consolidated Financial Statements are not prepared) and a statement of change in shareholders' equity, etc. (in case of a Mutual Company, a document concerning disposition of surplus and treatment loss and a statement of change in members' equity);

(b) the amount of the following categories of loans, and the total of such amounts:

1. a loan which falls under the category of the Claim Against Failed Debtors (meaning the loan regarding which, due to continuance of delinquency in payment of principal or interest or any other ground, the collection of interests or receipt of repayment are deemed impossible and therefore the outstanding principal is not recorded (excluding the portion for which bad debts written off have been implemented; hereinafter referred to as the "Loans Disregarded for Outstanding Interest", and for which the ground set forth in Article 96, paragraph (1), item (ii), sub-items (a) to (e) (Maximum Amount of Bad Debt Losses) of the Order for Enforcement of the Corporate Tax Act (Cabinet Order No. 97 of 1965) or the ground set forth in item (iv) of that paragraph; the same shall apply hereinafter);

2. a loan which falls under the category of the Delinquent Claim (meaning the Loans Disregarded for Outstanding Interest, but which is not the loans for which grace period is extended for interest payment, with the objective of restructuring or assistance of the debtor's business management; the same shall apply hereinafter)

3. a loan which falls under the category of the Three-Month Delinquent Claim (meaning the loan (excluding the loans specified in 1. and 2.) for which the payment of the principal and interest is delinquent for three month or more from the day immediately after the contracted due date; the same shall apply hereinafter);

4. a loan which falls under the category of the Claim with Relaxed Terms (meaning the loan (excluding the loans specified in 1., 2. and 3.) for which an arrangement favorable for the debtor has been made, such as reduction or exemption of interests, granting of grace period for payment of interest, granting of grace period for payment of principal, waiver of claims, etc.);

(c) the amount of loans pertaining to the trust with an option for compensation of principal (including a trust re-entrusted for the purpose of investment of the trust properties), which falls under the Claim Against Failed Debtors, Delinquent Claim, Three-Month Delinquent Loans and Claims With Relaxed Terms; and the total of the aforementioned amounts;

(d) With regard to the claims (limited to the claims the value of which are to be posted on each of the accounts for corporate bonds (limited to the corporate bonds for which redemption of principal or payment of interests, wholly or partly, are guaranteed by the financial institution which owns the corporate bonds, and issuance of which is implemented through private placement of Securities defined in Article 2, paragraph (3) (Definitions) of the Financial Instruments and Exchange Act), loan, outstanding interest, temporary payment and consideration for acceptance of payment as listed in the balance sheet under the Appended Form No. 7 or Appended Form No. 12, and also limited to the loan of Securities for which the notes are to be added in the balance sheet), the amount recorded in the balance sheet as derived by itemizing into the following categories based on the financial status and business performance of the debtors:

1. Claims Subject to Bankruptcy Proceeding and Reorganization Proceedings and any other type of claims equivalent thereto (meaning the claim held against debtors with failed business status due to the grounds such as commencement of bankruptcy proceedings, commencement of corporate reorganization proceedings, or rehabilitation proceedings, and any other type of claims equivalent thereto);

2. Claims with Risks (meaning the claims whose debtor is not yet in the status of failure in business although such debtor's financial status and business performance are worsening, and for which it is highly likely that the collection of principal or receipt of interest in accordance with the contract is impossible.

3. Claims Requiring Management (meaning the loan (excluding the loan set forth in 1. or 2.) for which payment of the principal or interest is delinquent for the period of three month or longer from the day immediately after the contracted due date; the same shall apply hereinafter) and the Loan with Relaxed Terms (meaning the loan (excluding the loans specified in 1. and 2. and also excluding Three-Month Delinquent Loan) for which an arrangement favorable for the debtor has been made, such as reduction or exemption of interests, granting of grace period for payment of interest, granting of grace period for payment of principal, waiver of claims, etc.);

4. Ordinary Claims (meaning the loan categorized as the claim other than those set forth in 1. to 3. inclusive, whose debtors are not found to be problematic in terms of the financial status and business performance).

(e) the status of soundness of solvency margin for Insurance Money, etc. (including the amounts set forth in the Appended Form which are the sub-items of the amount set forth in the items Article 130 of the Act, and also including the calculation formula of the amount set forth in Article 87, item (ii)-2 and the coefficient serving the basis of such calculation;

(f) the acquisition value, contracted value, market value and loss or gain on valuation, in relation to the following:

1. Securities; and

2. monetary trust;

3. transactions of derivatives (excluding the transactions which fall under the Transactions of Securities-Related Derivatives);

4. Financial Derivative Transactions as defined in Article 98, paragraph (1), item (viii) of the Act;

5. foreign exchange futures transactions;

6. Transactions of Securities-Related Derivatives (excluding the transaction specified in 7.); and

7. the transaction set forth in Article 28, paragraph (8), item (iii), sub-item (a) and item (iv), sub-item (a) of the Financial Instruments and Exchange Act; or a transaction on a Foreign Financial Instruments Exchange which is similar to the transaction set forth in sub-item (a), item (iii) of that paragraph (limited to the government bond securities, etc. and Securities specified in Article 2, paragraph (1), item (xvii) of that Act, which has the nature specified in item (i) of that paragraph);

(g) the balance of loan-loss reserve as of the end of the business year, and the amount of increase and decrease during the business year;

(h) the amount of loan depreciation;

(i) in cases where the documents to be made available for public inspection pursuant to the provision of Article 111, paragraph (1) of the Act have been audited by the accounting auditor under the Companies Act (or under the Insurance Business Act, in case of a Mutual Company), such fact;

(j) in cases where, in connection with the balance sheet, profit and loss statement and statement of change in shareholders' equity (in case of a Mutual Company, a statement of disposition of surplus of a statement of treatment of loss, and a statement of change in members' equity), an audit certificate of the certified public accountant or an audit firm has been issued pursuant to the provision of Article 193-2 of the Financial Instruments and Exchange Act, such fact;

(v) in cases where, as of the last day of the business year, there exists any event which give rise to any material doubt as to the precondition that the Insurance Company will continue its business activities in the future or any other event which may give material impact on business management of the Insurance Company (hereinafter referred to as "Material Event, etc." in this item and item (iv) of paragraph (1) of the following Article), such fact and the details thereof, analysis of such Material Event, etc., and the details of the measures to be taken in order to eliminate or improve such Material Event, etc.;

(2) The places to be specified by Cabinet Office Ordinance, as referred to in Article 111, paragraph (1) of the Act, shall be the business office or other office (excluding the head office or principal office, branch office or secondary office, and the business offices or offices located in foreign states) of the Insurance Company.

Article 59-3 (1) The company to be specified by Cabinet Office Ordinance, as referred to in Article 111, paragraph (2) of the Act, shall be as follows:

(i) the following matters related to the overview of the Insurance Company and its Subsidiary Company, etc. (excluding the Subsidiary Company, etc. which would not give material impact on the contents of the explanatory documents under Article 111, paragraph (2) of the Act; hereinafter the same shall apply in this Article):

(a) the contents of the principal business of the Insurance Company and its Subsidiary Company, etc., and their organizational framework;

(b) the following matters related to Subsidiary Company, etc. of the Insurance Company;

1. the name;

2. the location of the principal business office of other principal office;

3. the amount of stated capital or funds;

4. the business contents;

5. the date of incorporation;

6. the ratio of the voting rights in the Subsidiary Company, etc. held by the Insurance Company to the voting rights of all shareholders or equity holders;

7. the ratio of the voting rights in a single Subsidiary Company, etc. of the Insurance Company held by the other Subsidiary Company, etc. to the voting rights of all shareholders or equity holders;

(ii) the following matters related to principal business of the Insurance Company and its Subsidiary Company, etc.

(a) outline of the business for the Most Recent Business Year;

(b) the following matters, which are the indicators of the status of principal business for the latest five Consolidated Financial Years (meaning the period pertaining to the preparation of Consolidated Financial Statements; the same shall apply hereinafter);

1. ordinary profit;

2. ordinary profit or ordinary loss;

3. net profit for the period or net loss for the period (or net surplus for the period or net loss for the period, in case where the Insurance Company is a Mutual Company);

4. amount of net assets (limited to the case where the Insurance Company is a Non-Insurance Company which is a stock company); and

5. total amount of assts.

(iii) the following matters related to the status of properties of Insurance Company and its Subsidiary Company, etc. for the latest two Consolidated Financial Years;

(a) a consolidated balance sheet, consolidated profit and loss statement, consolidated cash flow statement and a consolidated statement of change in shareholders' equity, etc. (including the notes in reference thereto; the same shall apply hereinafter) (in case where the Insurance Company is a Mutual Company, a consolidated statement of change in members' equity);

(b) the amount of the following categories of loans, and the total of such amounts:

1. loans which fall under the Claims Against Failed Debtors;

2. loans which fall under the Delinquent Claims;

3. loans which fall under the Three-Month Delinquent Claims; and

4. loans which fall under the Claim with Relaxed Terms.

(c) the state of soundness of solvency margin for Insurance Money, etc. by an Insurance Company, etc. which is the Subsidiary Company, etc. of the Insurance Company (including the amount set forth in the items of Article 130 of the Act (including the cases where applied mutatis mutandis pursuant to Article 272-28 of the Act));

(d) the amount calculated as ordinary profit, ordinary profit, ordinary loss or amount of assets (hereinafter referred to as "Ordinary Revenue, etc." in this item) itemized in accordance with the categories of the types of business in cases where the Insurance Company and its Subsidiary Company, etc. is engaged in two or more types of businesses (excluding the case where the ratio of such amount to the aggregate amount of each of Ordinary Profit, etc. is small);

(j) in cases where, in connection with the balance sheet, profit and loss statement and statement of change in shareholders' equity (in case of a Mutual Company, a statement of disposition of surplus of a statement of treatment of loss, and a statement of change in members' equity), the Insurance Company has obtained an audit certificate of the certified public accountant or an audit firm pursuant to the provision of Article 193-2 of the Financial Instruments and Exchange Act, such fact;

(iv) in cases where, as of the last day of the business year, there exists any Material Event, etc., such fact and the details thereof, analysis of such Material Event, etc., and the details of the measures to be taken in order to eliminate or improve such Material Event, etc.;

(2) The places to be specified by Cabinet Office Ordinance, as referred to in Article 111, paragraph (2) of the Act, shall be the places specified in paragraph (2) of the preceding Article.

Article 59-4 (1) The explanatory documents prepared pursuant to the provision of Article 11, paragraphs (1) and (2) of the Act shall be made available for public inspection within four month from the end of the business year of the Insurance Company, and shall be maintained accessible for the period before the commencement of public inspection of each of the explanatory documents pertaining to the business year immediately prior to the relevant business year.

(2) In cases where, due to any inevitable ground, an Insurance Company is unable to make available for public inspection the explanatory documents by the period set forth in the preceding paragraph, it may, with an approval from the Commissioner of the Financial Services Agency in advance, postpone the submission.

(3) When an Insurance Company intends to obtain the approval under the preceding paragraph, it shall submit to the Commissioner of the Financial Services Agency a written application for approval, with a written statement of reasons.

(4) When the application for approval under the preceding paragraph has been filed, the Commissioner of the Financial Services Agency shall examine whether the Insurance Company which has filed the application has any inevitable reason for postponing the public inspection under paragraph (1).

Article 59-5 The places to be specified by Cabinet Office Ordinance, as referred to in Article 111, paragraph (4) of the Act, shall be the places specified in Article 59-2, paragraph (2).

Article 59-6 The measures to be specified by Cabinet Office Ordinance, as referred to in Article 111, paragraph (4) of the Act, shall be the method whereby the information recorded in the Electromagnetic Records are displayed onto the paper or screen.

Article 59-7 An Insurance Company shall, for each quarter, make an effort to disclose the matters which would serve as reference information for policyholders set forth in Article 111, paragraph (6) and any other customers so that they may acquire knowledge on the status of business and properties of the Insurance Company and its Subsidiary Company, etc. which are especially important (including the matters to be separately designated by the Commissioner of the Financial Services Agency)

(Application for Authorization on Recording of Gain on Assessment of Shares with Market Price)

Article 60 (1) When an Insurance Company intends to obtain an authorization under Article 112, paragraph (1) of the Act, it shall submit to the Commissioner of the Financial Services Agency the written application for authorization as well as the following documents:

(i) the issues, quantities, acquisition value, market price and assessment value of the shares to be revaluated;

(ii) the document specifying the amount of profit to be recorded upon the revaluation;

(iii) a document specifying the reserves specified in the following Article, for which the profit recorded upon the revaluation is to be reserved, as well as the amount to be reserved; and

(iv) a document containing any other matters which would serve as reference information.

(2) When the application for authorization under the preceding paragraph is filed, the Commissioner of the Financial Services Agency shall examine whether the reserve by the Insurance Company which has filed an application for the authorization (hereinafter referred to as the "Applicant Insurance Company" in this paragraph) of the amount specified in the items of the following Article based upon the profits recorded by revaluation of shares with market price would facilitate assurance and improvement of profit of Policyholders, etc.

(Reserve of Gain on Valuation of Shares with Market Price)

Article 61 The reserves to be specified by Cabinet Office Ordinance, as referred to in Article 112, paragraph (2) of the Act, shall be as follows:

(i) in case of a Life Insurance Stock Company (meaning a stock company which is an Insurance Company with a life insurance license under Article 3, paragraph (4) of the Act; the same shall apply in Article 64, paragraph (1)), the Policy Reserve, or policy dividend reserve as set forth in Article 64, paragraph (1);

(ii) in case of a Non-Life Insurance Stock Company (meaning a stock company which is a Non-Life Insurance Company with a non-life insurance license under Article 3, paragraph (5) of the Act; the same shall apply in Article 63), the Policy Reserve; and

(iii) in case of a Mutual Company, the Policy Reserve, or the members' dividend reserve under Article 30-5, paragraph (1), item (i).

(Depreciation of Incorporation Expenses)

Article 61-2 The amount to be specified by Cabinet Office Ordinance, as referred to in Article 113 of the Act, shall be as follows:

(i) the amount disbursed as the remuneration and other special benefit under Article 28, item (iii) (Matters to be Described or Recorded in articles of incorporation) of the Companies Act or incorporation expenses as set forth in item (iv) of that Article (including the authentication fee for articles of incorporation and the expenses set forth in the items of Article 5 of the Ordinance for Enforcement of the Companies Act) (in case of a Mutual Company, including the remuneration and other special benefit under Article 24, paragraph (1), item (ii) of the Act and incorporation expenses set forth in item (iii) of that paragraph (including the authentication fee for articles of incorporation and the expenses set forth in the items of Article 20); and

(ii) the amount disbursed for preparation of starting business.

(Method of Calculation of Policy Dividends)

Article 62 When a stock company which is an Insurance Company distributes Policy Dividends, it shall calculated the amount to be distributed as Policy Dividends in accordance with the types categories by the distinctive natures of the insurance contracts, and shall implement such distribution by one or more of the methods set forth in the following items.

(i) method to distribute the amount based on the proceeds of investment of insurance premiums paid by the policyholders or money received as insurance premiums, less the amount of Insurance Money, refund or any other benefit, expenditure of operating expenses and any other costs;

(ii) method to recognize the amount to be distributed as Policy Dividends based on the insurance period, etc. and to distribute the amount calculated in accordance with the Policy Reserve, insurance premiums or any other base amount which pertains to each insurance contract; or

(iii) method to recognize the amount to be distributed as Policy Dividends based on the insurance period, etc. and to distribute the amount calculated in accordance with the Policy Reserve, insurance premiums or any other base amount which pertains to each insurance contract; or

(iv) any other method equivalent to the methods set forth in the preceding three items.

(Establishment of Accumulation Account)

Article 63 The provision of Article 30-3 shall apply mutatis mutandis to a stock company which is an Insurance Company. In this case, the term "distribute the surplus" in paragraph (1) of that Article shall be deemed to be replaced with "distribute the Policy Dividends."

(Policy Dividend Reserve)

Article 64 (1) The reserve to be set aside by the stock company which is an Insurance Company for the purpose of allocation to the Policy Dividend shall be the Policy Dividend Reserve.

(2) A Life Insurance Stock Company may not transfer to the Policy Dividend Reserve under the preceding paragraph the amount in excess of the total of the following amount.

(i) the amount of Reserved Dividend (meaning the dividend distributed to policyholders, which are reserved with interests);

(ii) the amount of Unpaid Dividend (meaning the unpaid dividends distributed to policyholders, which exclude the Reserved Dividend as set forth in the preceding item) (in case of the accounting period, including the amounts scheduled to be distributed in the subsequent business year);

(iii) the amount of Dividend Payable on Expiry (meaning the dividend payable at the time of expiry of the insurance contract, calculated based on the presumption that all insurance contracts have expired); and

(iv) any other amount calculated in accordance with the formula designated in the document set forth in Article 4, paragraph (2), item (iv) of the Act as the amount equivalent to those set forth in the preceding three items.

(Assets Covered by Price Fluctuation Reserve)

Article 65 The assets to be specified by Cabinet Office Ordinance, as referred to in Article 115, paragraph (1) of the Act, shall be as follows; provided, however, that the assets belonging to the special account, assets pertaining to the business set forth in Article 99, paragraph (1) of the Act and properties belonging to the special transaction account shall not be included.

(i) shares issued by a domestic juridical person, and any other assets to be specified by the Commissioner of the Financial Services Agency;

(ii) shares issued by a foreign juridical person, and any other assets to be specified by the Commissioner of the Financial Services Agency;

(iii) yen-denominated bond certificates and any other assets to be specified by the Commissioner of the Financial Services Agency (provided, however, that the assets specified in Article 8, paragraph (21) of the Ordinance or Financial Statements may be excluded);

(iv) assets which may give rise to losses from the fluctuation in the quotes in foreign exchange, such as bond certificates, deposit and loans denominated in foreign currencies; and

(v) gold bullion.

(Calculation of Price Fluctuation Reserve)

Article 66 An Insurance Company shall reserve the amount not less than the total of the amount obtained by multiplying the book value of each asset by the ratio set forth in the space of the Reserve Threshold as specified in the left column of the following table, itemized by the assets respectively set forth in that column which are held as of the account closing period, as the Price Fluctuation Reserve specified in Article 115, paragraph (1) of the Act. In this case, the maximum amount of such Price Fluctuation Reserve shall be the amount obtained by the book value of each asset held as of the time of account closing period as itemized by the assets set forth in the left column of that table, multiplied by the ratio specified in the Maximum Limit of Reserve as set forth in the table.

|Covered Assets|Reserve Requirement|Maximum Limit of Reserve|

|Assets specified in Article 65, item (i)|0.0015|0.1|

|Assets specified in Article 65, item (ii)|0.0015|0.075|

|Assets specified in Article 65, item (iii)|0.0002|0.01|

|Assets specified in Article 65, item (iv)|0.001|0.05|

|Assets specified in Article 65, item (v)|0.003|0.125|

(Application for Authorization on Exemption from Reserving Price Fluctuation Reserve)

Article 67 (1) When an Insurance Company intends to obtain an authorization under the proviso to Article 115, paragraph (1) or the proviso to paragraph (2) of that Article, it shall submit to the Commissioner of the Financial Services Agency a written application for authorization, attaching thereto Financial Statements (meaning the Financial documents as set forth in Article 435, paragraph (2) (Preparation and Retention of Financial Statements, etc.) of the Companies Act as applied by replacing certain terms under Article 13 of the Act or the financial documents specified in Article 54-3, paragraph (2) of the Act; the same shall apply in Article 82 and Article 85) or documents equivalent thereto.

(2) When the application under the preceding paragraph is filed, the Commissioner of the Financial Services Agency shall examine whether there exists any inevitable grounds, in light of status of business or properties of the Insurance Company which has filed the application for authorization.

(Contracts Covered by Regular Policy Reserve)

Article 68 (1) The insurance contract to be specified by Cabinet Office Ordinance, as referred to in Article 116, paragraph (2) of the Act, shall be an insurance contract concluded by a Life Insurance Company on or after the enforcement of the Act, but which does not fall under any of the contracts specified in the following sub-items:

(i) insurance contract wherein the Policy Reserve fluctuates depending on the value of the properties belonging to the special account;

(ii) insurance contracts under which the insurance premiums reserve under item (i), paragraph (1) of the following Article are not be set aside;

(iii) insurance contract which provides that the Insurance Company may amend the coefficients serving the basis of calculation of the Policy Reserve and insurance premiums in accordance with the policy conditions;

(iv) any other contracts to be designated by the Commissioner of the Financial Services Agency as the insurance contract not suitable for adding necessary provisions as to the criteria for the coefficients serving the basis of calculation of the Policy Reserve as set forth in Article 116, paragraph (2) of the Act.

(2) Notwithstanding the preceding paragraph, among the insurance contracts concluded by an Insurance Company on or after the day to be specified by the Commissioner of the Financial Services Agency (or insurance contracts whose insurance period starts on or after the day to be specified by Cabinet Office Ordinance, in cases where the Insurance Company is a Non-Life Insurance Company; the same shall apply in the following paragraph), the insurance contracts to be specified by Cabinet Office Ordinance, as referred to in Article 116, paragraph (2) of the Act, shall be deemed not to fall under any of the following items:

(i) insurance contract wherein the Policy Reserve fluctuates depending on the value of the properties belonging to the special account;

(ii) insurance contracts under which the Insurance Premium Reserve under item (i), paragraph (1) of the following Article, or refund reserve under Article 70, paragraph (1), item (iii) are not be set aside; or insurance contracts under which the Insurance Premium Reserve under sub-item (a), item (i) of that paragraph are not to be calculated;

(iii) insurance contract which provides that the Insurance Company may amend the coefficients serving the basis of calculation of the Policy Reserve and insurance premiums in accordance with the policy conditions (limited to the insurance contracts under which the policy conditions guarantees the minimum interest rate exceeding the scheduled interest rate serving the basis of calculation of the Policy Reserve at the time of conclusion of the insurance, as determined by the Commissioner of the Financial Services Agency pursuant to the provision of Article 116, paragraph (2) of the Act; and

(iv) any other contracts to be designated by the Commissioner of the Financial Services Agency as the insurance contract not suitable for adding necessary provisions as to the criteria for the coefficients serving the basis of calculation of the Policy Reserve as set forth in Article 116, paragraph (2) of the Act.

(3) Notwithstanding the preceding two paragraphs, among the insurance contracts concluded by an Insurance Company on or after the day to be specified by the Commissioner of the Financial Services Agency, the insurance contracts to be specified by Cabinet Office Ordinance, as referred to in Article 116, paragraph (2) of the Act, shall be deemed not to fall under any of the following items:

(i) insurance contract wherein the Policy Reserve fluctuates depending on the value of the properties belonging to the special account, and which does not provide for minimum guarantee of the amount of Insurance Money, etc.;

(ii) insurance contracts under which the Insurance Premium Reserve under item (i), paragraph (1) of the following Article, or refund reserve under Article 70, paragraph (1), item (iii) are not be set aside; or insurance contracts under which the Insurance Premium Reserve under sub-item (a), item (i) of that paragraph are not to be calculated;

(iii) insurance contract which provides that the Insurance Company may amend the coefficients serving the basis of calculation of the Policy Reserve and insurance premiums in accordance with the policy conditions (limited to the insurance contracts under which the policy conditions guarantees the minimum interest rate exceeding the scheduled interest rate serving the basis of calculation of the Policy Reserve at the time of conclusion of the insurance, as determined by the Commissioner of the Financial Services Agency pursuant to the provision of Article 116, paragraph (2) of the Act; and

(iv) any other contracts to be designated by the Commissioner of the Financial Services Agency as the insurance contract not suitable for adding necessary provisions as to the criteria for the coefficients serving the basis of calculation of the Policy Reserve as set forth in Article 116, paragraph (2) of the Act.

(Policy Reserve of Life Insurance Company)

Article 69 (1) A Life Insurance Company shall, for each accounting period and for each of the categories respectively set forth in the following items, calculate and set aside as the Policy Reserve the amounts respectively set forth therein, based on the insurance premiums received before the relevant accounting period and in accordance with the formula specified in the documents set forth in Article 4, paragraph (2), item (iv) of the Act.

(i) Insurance Premium Reserve: amount calculated in accordance with actuarial matters, with an objective of preparation for performance of future obligations under insurance contracts (excluding the amount to be set aside as the refund reserve as referred to in item (ii)-2);

(ii) Outstanding Insurance Premiums: the amount calculated as the amount equivalent to the liability corresponding to the Unexpired Period (meaning the insurance period specified under an insurance contract which have not passed as of the time of the account closing period; the same shall apply in the following Article and Article 211-46) (excluding the amount to be set aside as the refund reserve as referred to in the following item);

(ii)-2 refund reserve: the amount to be appropriated to the refund, in cases where the insurance contract provides that all or part of the amount of proceeds from investment of insurance premiums or money received as insurance premiums will be refunded; and

(iii) Contingency Reserve: the amount calculated for covering risks which may accrue in the future, so as to secure performance of the future obligations under the insurance contracts.

(2) With regard to the insurance contracts in effect at the time of the account closing period for which the insurance premiums were not paid before the account closing period, and for which the payment of insurance premiums cannot be expected between the account closing period and the day when the insurance contracts ceases to be effective, the amount calculated as the amount necessary for payment of the Death Insurance Money, etc. (meaning the insurance money payable upon the death or the occurrence of any of the events set forth in Article 3, paragraph (4), item (ii), sub-items (a) to (e) inclusive of the Act) for the period between the account closing period and the day when the insurance contracts ceases to be in effect shall be set aside as the Outstanding Insurance Premiums under item (ii) of the preceding paragraph.

(3) Insurance premiums not paid until the account closing period may not be recorded in the asset section of the balance sheet.

(4) Insurance Premium Reserve under item (i) of paragraph (1) and refund reserve under item (ii)-2 of that paragraph shall be set aside in accordance with the provisions of the following items:

(i) Insurance Premiums Reserve under item (i) of paragraph (1) and refund reserve under item (ii)-2 of that paragraph may not be less than the amount calculated in accordance with the formula specified by the Commissioner of the Financial Services Agency pursuant to the provision of Article 116, paragraph (2) of the Act.

(ii) Insurance Premiums Reserve under item (i) of paragraph (1) and refund reserve under item (ii)-2 of that paragraph, which pertain to any other insurance other as set forth in the preceding Article (excluding insurance contracts for which a special account has been established) may not be less than the amount calculated in accordance with the Level Premium System (meaning the method whereby the fund in preparation for performance of future obligations under insurance contracts are set aside by the level method for the entire insurance premiums payment period; the same shall apply in the following Article, Article 150 and Article 151).

(iii) With regard to Insurance Premiums Reserve under item (i) of paragraph (1) and refund reserve under item (ii)-2 of that paragraph, which pertain to any other insurance other as set forth in the preceding Article, and for which a special account has been established, the outstanding balance of the profit in the special account shall be reserved.

(iv) In cases where, in light of the status of business or properties of a Life Insurance Company or distinctiveness of insurance contracts and other factors, there exists any special circumstance, the provision of item (i) shall not apply to the insurance contract set forth in the preceding Article (excluding the insurance contract for which a special account has been established and wherein the minimum amount of Insurance Money, etc. is guaranteed); and the provision of item (ii) shall not apply to the other insurance contract than as set forth in the that Article (excluding the insurance contract for which a special account has been established); provided, however, that even in such case, the amount of the Insurance Premium Reserve and refund reserve shall be reasonable and fair from the standpoint of actuarial matters.

(5) In cases where the Policy Reserve set aside pursuant to the provisions of paragraphs (1), (2) and (4) is found to likely to be insufficient to cover the performance of the future obligations, additional Insurance Premiums Reserve and refund reserve shall be set aside, by way of amendment to the documents specified in Article 4, paragraph (2), item (iv) of the Act.

(6) Contingency Reserve under item (iii) of paragraph (1) shall be set aside in accordance with the following categories:

(i) Contingency Reserve for covering the Insurance Risk as specified in Article 87, item (i);

(i)-2 Contingency Reserve for covering the Insurance Risk of Third-Sector Insurance as specified in Article 87, item (i)-2;

(ii) Contingency Reserve for covering the Scheduled Insurance Risk as specified in Article 87, item (ii); and

(iii) Contingency Reserve for covering the Minimum Guarantee Risk as specified in Article 87, item (ii)-2.

(7) Contingency Reserve under item (iii) of paragraph (1) shall be set aside in accordance with the standards for reserving and reversal; provided, however, that if, in light of the status of business or properties of the Life Insurance Company, there is any inevitable ground, reserving not in accordance with the standard of reserve to be specified by the Commissioner of the Financial Services Agency and reversal not in accordance with the standard of reversal to be specified by the Commissioner of the Financial Services Agency.

(Policy Reserve of Non-Life Insurance Company)

Article 70 (1) A Non-Life Insurance Company shall, for each accounting period and for each of the categories respectively set forth in the following items, calculate and set aside as the Policy Reserve the amounts respectively set forth therein; provided, however, that this shall not apply to the setting aside of Policy Reserve pertaining to the contract for automobile damage liability insurance as defined in Article 5 (Compulsory Conclusion of Contract for Liability Insurance or Liability Mutual Aid Insurance) of the Automobile Liability Security Act and the earthquake insurance contract as defined in Article 2, paragraph (2) (Definitions) of the Act on Earthquake Insurance) (hereinafter referred to as "Policy Reserve for Automobile damage liability insurance, etc.").

(i) Regular Policy Reserve: the total of the following amounts in accordance with the categories respectively set forth therein; provided, however, that the amount shall not be less than the amount of insurance premiums received in the business year (excluding the amount to be allocated to refund reserve under item (iii); hereinafter the same shall apply in this paragraph), less the sum of the insurance money, refund, Payment Reserve (meaning the Payment Reserve under Article 117, paragraph (1) of the Act; hereinafter the same shall apply in this Chapter) (excluding the Insurance Money, etc. for which the occurrence of the insured event set forth in Article 72 has not been reported but the insured event set forth in the insurance contracts is found to have occurred) disbursed in relation to the insurance contract under which the insurance premiums were received in the relevant business year and the operating expenses incurred in the relevant business year.

(a) Insurance Premium Reserve: amount calculated in accordance with actuarial matters, with an objective of preparation for performance of future obligations under insurance contracts (excluding the amount to be set aside as the refund reserve as referred to in item (iii);

(b) Outstanding Insurance Premiums: the amount calculated as the amount equivalent to the liability corresponding to the Unexpired Period, on the basis of the insurance premiums received (for the type of contract for which it is deemed reasonable to use the amount other than the insurance premiums received and which are to be specified by the Commissioner of the Financial Services Agency, the amount calculated in accordance with the formula to be separately designated by the Commissioner of the Financial Services Agency);

(ii) Extraordinary Contingency Reserve: the amount calculated based on the insurance premiums received, in preparation of the compensation of losses arising from extraordinary natural disaster (for the type of contract for which it is deemed reasonable to use the amount other than the insurance premiums received and which are to be specified by the Commissioner of the Financial Services Agency, the amount calculated in accordance with the formula to be separately designated by the Commissioner of the Financial Services Agency);

(ii)-2 Contingency Reserve: the amount calculated for covering risks which may accrue in the future, so as to secure performance of the future obligations under the insurance contracts.

(iii) refund reserve: the amount to be appropriated to the refund, in cases where the insurance contract provides that all or part of the amount of proceeds from investment of insurance premiums or money received as insurance premiums will be refunded; and

(iv) Policy Dividend Reserve, etc.: the amount of the Policy Dividend Reserve under Article 64, paragraph (1) and any other amount equivalent thereto.

(2) Regular Policy Reserve under item (i) of the preceding paragraph (limited to the amount pertaining to the Insurance Premiums Reserve under sub-item (a) of that item) and refund reserve under item (iii) of that paragraph shall be set aside in accordance with the provisions of the following items:

(i) Insurance Premiums Reserve under sub-item (a), item (i) of the preceding paragraph and refund reserve under item (iii) of that paragraph, which pertain to an insurance contract under Article 68, paragraphs (2) or (3), may not be less than the amount calculated in accordance with the formula specified by the Commissioner of the Financial Services Agency pursuant to the provision of Article 116, paragraph (2) of the Act.

(ii) Insurance Premiums Reserve under sub-item (a) of item (i) of the preceding paragraph, which pertain to any other insurance than as set forth in Article 68, paragraphs (2) and (3) (excluding the insurance contract pertaining to the insurance under Article 3, paragraph (5), item (i) of the Act (in cases where the terms and conditions of the insurance contracts consist of combination of the insurance under that item and any other insurance, the insurance contract pertaining to the portion of the insurance under that item) and also excluding insurance contracts for which a special account has been established; the same shall apply in item (iv)) may not be less than the amount calculated in accordance with the Level Premium System.

(iii) With regard to refund reserve under item (iii) of that paragraph, which pertain to any other insurance other as set forth in Article 68, paragraphs (2) and (3), and for which a special account has been established, the outstanding balance of the profit in the special account shall be reserved.

(iv) In cases where, in light of the status of business or properties of a Non-Life Insurance Company or distinctiveness of insurance contracts and other factors, there exists any special circumstance, the provision of item (i) shall not apply to the insurance contract set forth in Article 68, paragraphs (2) and (3) (excluding the insurance contract for which a special account has been established and wherein the minimum amount of Insurance Money, etc. is guaranteed); and the provision of item (ii) shall not apply to the other insurance contract than as set forth in paragraphs (2) and (3) of that Article; provided, however, that even in such case, the amount of the Insurance Premium Reserve and refund reserve shall be reasonable and fair from the standpoint of actuarial matters.

(3) In cases where the Policy Reserve set aside pursuant to the provisions of the preceding two paragraphs is found to likely to be insufficient to cover the performance of the future obligations, additional Regular Policy Reserve and refund reserve shall be set aside, by way of amendment to the documents specified in Article 4, paragraph (2), item (iv) of the Act.

(4) A Non-Life Insurance Company shall calculate the amount set forth in the items of paragraph (1) (excluding the Contingency Reserve under item (ii)-2 of that paragraph) in accordance with the method specified in the documents referred to in Article 4, paragraph (2), item (iv) of the Act and also in accordance with the formula to be specified by the Commissioner of the Financial Services Agency; and shall calculate the amount of Policy Reserve for the Policy Reserve for Automobile damage liability insurance, etc. in accordance with the method specified in the documents referred to in Article 4, paragraph (2), item (iv) of the Act.

(5) Contingency Reserve under item (ii)-2 of paragraph (1) shall be set aside in accordance with the following categories:

(i) Contingency Reserve for covering the Insurance Risk of Third-Sector Insurance as specified in Article 87, item (i)-2; and

(ii) Contingency Reserve for covering the Scheduled Insurance Risk as specified in Article 87, item (ii).

(7) Contingency Reserve under item (ii)-2, paragraph (1) shall be set aside in accordance with the method specified in the documents referred to in Article 4, paragraph (2), item (iv) of the Act and also in accordance with the standards for reserve and reversal to be specified by the Commissioner of the Financial Services Agency; provided, however, that if, in light of the status of business or properties of the Non-Life Insurance Company, there is any inevitable ground, reserving not in accordance with the standard of reserve to be specified by the Commissioner of the Financial Services Agency and reversal not in accordance with the standard of reversal to be specified by the Commissioner of the Financial Services Agency.

(Policy Reserve for Reinsurance Contracts)

Article 71 (1) In cases where the insurance contract is reinsured, an Insurance Company may elect not to set aside the Policy Reserve corresponding to the portion of the reinsurance pertaining to the following parties:

(i) an Insurance Company;

(ii) a Foreign Insurance Company, etc.

(iii) an Underwriting Member set forth in Article 219, paragraph (1) of the Act for whom the notification under Article 224, paragraph (1) of the Act has been filed; and

(iv) a Foreign Insurer other than as set forth in the preceding two items which, in light of its status of business or properties, is not likely to prejudice soundness of the business management of the Insurance Company which is the reinsurer.

(2) In cases where an Insurance Company places reinsurance to cover insurance contracts as specified by the Commissioner of the Financial Services Agency, and where it receives fees accrued from the insurance contract pertaining to the reinsured portion, calculated based on the profit estimated to be accrued after the conclusion of the reinsurance, it shall set aside such received amount as the Policy Reserve.

(3) In cases where an Insurance Company places reinsurance to cover insurance contracts other than as specified by Cabinet Office Ordinance pursuant to the provision of the preceding paragraph, where it receives the fees under the preceding paragraph accrued from said reinsurance, it shall record the received amount as the deposit.

(Insurance Money, etc. Equivalent to Amount Due and Payable)

Article 72 The case to be specified by Cabinet Office Ordinance, as referred to in Article 117, paragraph (1) of the Act, shall be the Insurance Money, etc. for which the occurrence of the insured event set forth in Article 72 has not been reported but the Insurance Company finds that insured event set forth in the insurance contracts has occurred)

(Reserve for Outstanding Claims)

Article 73 (1) An Insurance Company shall, for each account closing period, set aside the following amounts as the Reserve for Outstanding Claims:

(i) in cases where the Insurance Company has not yet recorded as the expenses any Insurance Money, etc. due and payable under the insurance contract for each account closing period, the amount required for such payment; and

(ii) with regard to the Insurance Money, etc. for which the occurrence of the insured event has not been reported but the Insurance Company finds that insured event set forth in the insurance contracts has occurred, the amount necessary for such payment as specified by the Commissioner of the Financial Services Agency.

(2) Notwithstanding the preceding paragraph, if, in light of the status of business or properties of the Insurance Company, there is any inevitable ground, with regard to the Insurance Money, etc. specified in item (ii) of that paragraph, the amount calculated in accordance with the methods specified in the documents under Article 4, paragraph (2), item (iv) of the Act may be set aside as the Reserve for Outstanding Claims, within a certain period.

(3) The provision of Article 71, paragraph (1) shall apply mutatis mutandis to setting aside of Reserve for Outstanding Claims.

(Insurance Contracts Which Requires Special Account)

Article 74 The insurance contract to be specified by Cabinet Office Ordinance, as referred to in Article 118, paragraph (1) of the Act, shall be as follows:

(i) Performance-linked Insurance Contracts as defined in Article 118, paragraph (1) of the Act (meaning the following insurance contracts; the same shall apply in Article 75-2, paragraphs (1) and (3));

(a) an insurance contract wherein the Insurance Company undertakes the policyholder to pay all or part of the Insurance Money, etc. based on the outcome of investment of money received as the insurance premiums, and wherein the amount solely based on the outcome of the investment are paid as all or part of the Insurance Money, etc. (excluding the contract specified in sub-item (b));

(b) an insurance contract wherein the Insurance Company undertakes the policyholder to pay all or part of the Insurance Money, etc. based on the outcome of investment of money received as the insurance premiums, under which policyholder or the insured is to pay the insurance premiums equivalent to the shortfall when the Policy Reserve (excluding the Contingency Reserve under Article 69, paragraph (1), item (iii); the same shall apply in the following item) falls short of the amount necessary for the payment of the Insurance Money, etc. at the time of payment thereof, and for which the shortfall amount is not to be borne by the Insurance Company.

(ii) an insurance contract wherein the Insurance Company undertakes the policyholder to pay the Insurance Money, etc. taking into consideration the profit and loss accrued from investment of money received as the insurance premiums, under which policyholder or the insured is to pay the insurance premiums equivalent to the shortfall when the Policy Reserve falls short of the amount necessary for the payment of the Insurance Money, etc. at the time of payment thereof (excluding the insurance contract set forth in sub-item (b) of the preceding item); and

(iii) an insurance contract wherein the Insurance Company undertakes the policyholder to pay the Insurance Money, etc. taking into consideration the profit and loss accrued from investment of money received as the insurance premiums, but excluding the contracts set forth in sub-items (a) and (b) of item (i) and in the preceding item.

(Exception to Transfer among Accounts)

Article 75 The cases to be specified by Cabinet Office Ordinance, as referred to in Article 118, paragraph (2) of the Act, shall be the acceptance of insurance premiums, payment of insurance money, refund or any other benefits, loan to policyholders or repayment thereof, borrowing from other account than special account and repayment thereof, or any other transfer of money equivalent thereto, which are specified in the documents under Article 4, paragraph (2), item (ii) of the Act.

(Method of Management of Properties Belonging to Special Account and Other Matters Necessary in Relation to Special Account)

Article 75-2 (1) An Insurance Company (in case where item (i) applies, an Insurance Company as well as a party entrusted by the Insurance Company) shall manage the properties belonging to the special account for the Performance-Linked Insurance Contract (hereinafter referred to as the "Designated Special Account" in this Article and Article 154-2), in accordance with the following methods.

(i) to manage the properties belonging to the Designated Special Account by making a clear distinction from those belonging to the General Account (meaning the account other than special accounts; the same shall apply hereinafter) and also from properties belonging to the special account other than the Designated Special Account, by such means as segregating the place of custody; and

(ii) to manage the properties belonging to the Designated Special Account in the manner whereby the policyholder pertaining to the Designated Special Account can be identified.

(2) When an Insurance Company entrust the third party to manage the properties belonging to the Designated Special Account, it shall put in place a sufficient system to ensure that such third party entrusted will manage the properties belonging to the Designated Special Account in accordance with the provision of item (i) of the preceding paragraph.

(3) An Insurance Company shall, for the purpose of making clear the business handling and calculation pertaining to the Designated Special Account, prepare the accounting books set forth in items (i) and (ii) in accordance with the Appended Forms, and shall keep them for the period specified in the following items in accordance with the categories of the accounting books as respectively set forth therein.

(i) ledger of Designated Special Account: ten year from the last day of the insurance business year for the Performance-Linked Insurance Contract (limited to the portion pertaining to the Designated Special Account; hereinafter the same shall apply in this item) or from the last day of the insurance period for the Performance-Linked Insurance Contract

(ii) master ledger of Designated Special Account: five years from the preparation thereof; and

(iii) business entrustment contract for Designated Special Account: five years from the termination of the entrustment contract.

(Non-Life Insurance Company which Require Appointment of Actuary)

Article 76 The Non-Life Insurance Company which fall under the requirements to be specified by Cabinet Office Ordinance, as referred to in Article 120, paragraph (1) of the Act, shall be all Non-Life Insurance Company, except for Non-Life Insurance Company which only underwrites the insurance contracts set forth in the following items:

(i) contracts for automobile damage liability insurance as defined in Article 5 (Compulsory Conclusion of Contract for Liability Insurance or Liability Mutual Aid Insurance) of the Automobile Liability Security Act; and

(ii) earthquake insurance contracts as defined in Article 2, paragraph (2) (Definitions) of the Act on Earthquake Insurance

(Matters Which Require Participation of Actuary)

Article 77 The matters to be specified by Cabinet Office Ordinance, as referred to in Article 120, paragraph (1) of the Act, shall be as follows: the actuarial matters pertaining to the following, in case of a Life Insurance Company; or the actuarial matters pertaining to those set forth in the following items (i) to (iv) inclusive, (vi) and (ix) in relation to the insurance contracts other than those set forth in the items of the preceding Article, in case of a Non-Life Insurance Company.

(i) the method of calculation of insurance premiums;

(ii) the method of calculation of Policy Reserve;

(iii) the method of calculation of the Policy Dividends or surplus to be distributed to members;

(iv) the method of calculation of Policyholder Value;

(v) calculation of uncollected insurance premiums;

(vi) calculation of the Reserve for Outstanding Claims;

(vii) planning of insurance solicitation;

(viii) preparation of rules of salaries, etc. payable to Life Insurance Agents; and

(ix) any other matters necessary for the actuary in performing the duties.

(Persons Qualified as Actuary)

Article 78 (1) The person who satisfies the requirements to be specified by Cabinet Office Ordinance, as referred to in Article 120, paragraph (2) of the Act, shall be the person who satisfies any of the following requirements, in case of a Life Insurance Company:

(i) a regular member of The Institute of Actuaries of Japan (meaning the juridical person incorporated under the name of The Institute of Actuaries of Japan on May 14, 1963; hereinafter the same shall apply in this Article and Article 211-49), who has engaged in the business related to actuarial matters of a Life Insurance Company or a Foreign Life Insurance Company for five years or longer; or

(ii) a regular member of The Institute of Actuaries of Japan, who has engaged in the business related to actuarial matters for seven years or longer (limited to a person engaged in the actuarial matters of a Life Insurance Company or a Foreign Life Insurance Company for three years; and excluding the person specified in the preceding item); or

(2) The person who satisfies the requirements to be specified by Cabinet Office Ordinance, as referred to in Article 120, paragraph (2), shall be the person who satisfies any of the following requirements, in case of a Non-Life Insurance Company:

(i) a regular member of The Institute of Actuaries of Japan, who has engaged in the business related to actuarial matters of a Non-Life Insurance Company or a Foreign Non-Life Insurance Company for five years or longer; or

(ii) a regular member of The Institute of Actuaries of Japan, who has engaged in the business related to actuarial matters for seven years or longer (limited to a person engaged in the actuarial matters of a Non-Life Insurance Company or a Foreign Non-Life Insurance Company for three years; and excluding the person specified in the preceding item).

(Notification of Appointment and Retirement of Actuary)

Article 79 (1) When an Insurance Company has appointed an actuary, it shall, without delay, submit to the Commissioner of the Financial Services Agency the notification, attaching thereto a resumé of the actuary and a document certifying that the actuary satisfies the requirement set forth in the preceding Article.

(2) When an actuary retired from the position, the Insurance Company shall, without delay, submit to the Commissioner of the Financial Services Agency the notification, attaching thereto a written statement of reasons.

(3) When an Insurance Company has two or more actuaries, it shall, in addition to the documents set forth in the preceding two paragraphs, attach a document specifying the matters which falls within the scope of their respective duties.

(Matters Which Require Verification by Actuary)

Article 79-2 The matters to be specified by Cabinet Office Ordinance, as referred to in Article 121, paragraph (1), item (iii) of the Act, shall be the matters set forth in the following item (i), in case of a Life Insurance Company; or the following matters, in case of a Non-Life Insurance Company:

(i) The matters listed in the following sub-items (a) and (b) as the matters concerning the status of property:

(a) whether the continuance of the insurance business is difficult, judging from the reasonable estimate of future income and expenditure based on actuarial matters; and

(b) whether the situation of the enhancement of the ability to pay for Insurance Money, etc. is appropriate based on actuarial matters.

(ii) whether the Reserve for Outstanding Claims for insurance contracts other than those set forth in the items of Article 76 (limited to the amount set forth in Article 73, paragraph (1), item (ii)) have been set aside in compliance with the sound actuarial matters.

(Verification by Actuary)

Article 80 An actuary shall, for each account closing period, verify the matters set forth in the items of Article 121, paragraph (1) of the Act, in accordance with the following requirements and any other requirements to be specified by the Commissioner of the Financial Services Agency.

(i) that the Policy Reserve have been appropriately set aside pursuant to the provision of Article 69 or Article 70.

(ii) that the distribution of Policy Dividend or surplus to members have been properly implemented pursuant to the provision of Article 30-2 or Article 60.

(iii) that, judging from the amount of liabilities asset as of the certain time in the future calculated based upon reasonable estimation, the amount of asset as of the certain time in the future calculated based upon reasonable estimation is expected to fall short of the appropriate level in terms of continuance of insurance business; and

(iv) that the situation of the enhancement of the ability to pay for Insurance Money, etc. is appropriate in the light of the provisions of Article 130 of the Act and Articles 86 and 87.

(v) in case of a Non-Life Insurance Company, that the Reserve for Outstanding Claims pertaining to the insurance contracts other than those set forth in the items of Article 76 (limited to the amount set forth in Article 73, paragraph (1), item (ii)) have been properly set aside pursuant to the provision of Article 73.

(Contracts to be Verified in Relation to Policy Reserve)

Article 81 The insurance contracts to be specified by Cabinet Office Ordinance, as referred to in Article 121, paragraph (1), item (i) of the Act, shall be all insurance contracts unwritten by the Life Insurance Company, in case of a Life Insurance Company; or all insurance except as set forth in the items of Article 76, in case of a Non-Life Insurance Company.

(Opinion Letter of Actuary)

Article 82 (1) An actuary shall submit the opinion letter containing the following matters to the board of directors meeting at which the financial statements are to be approved:

(i) the trade name or name of the Insurance Company, and the name of the Actuary;

(ii) the submission date;

(iii) the matters related to accumulation of Policy Reserve for the insurance contract set forth in the preceding Article;

(iv) the matters related to Policy Dividends or distribution of surplus to members;

(v) the matters related to transfer to Policy Dividend Reserve under Article 64, paragraph (1) or to members' dividend reserve under Article 30-5, paragraph (1), item (i);

(vi) the matters related to verification under Article 79-2; and

(vii) the actuary's opinion as to the matters set forth in the preceding four items.

(2) When an actuary submits a written opinion to the board of directors meeting pursuant to the provision of Article 121, paragraph (1) of the Act, and when he/she submits to the Commissioner of the Financial Services Agency a copy of the opinion letter pursuant to the provision of paragraph (2) of that Article, he/she shall attach thereto the supplementary report specifying the method of verification of the matters set forth in the items of paragraph (1) of that Article and any other matters which served the basis of the verification.

(3) Notwithstanding the provision of paragraph (1), an actuary may notify the company auditor (in case of a company with committees, an audit committee member designated by the audit committee) or accounting auditor the details of the matters specified in items (iii) to (vii) inclusive of that paragraph.

(Application for Designation)

Article 82-2 (1) A person who intends to obtain the designation under Article 122-2, paragraph (1) of the Act (hereinafter referred to as "Designation" in this Article and the following Article) shall submit to the Commissioner of the Financial Services Agency the written application specifying the following matters:

(i) the name and address, and the representative's name; and

(ii) the location of the office.

(2) The following documents shall be attached to the written application set forth in the preceding paragraph:

(i) articles of incorporation, and a certificate of registered matters;

(ii) business status report, income and expenditure statement, inventory of assets for the business year immediately prior to the business year in which the date of application falls, or any other document disclosing the recent status of properties and the income and expenditure;

(iii) list of officers and their resumés;

(iv) a document certifying that decision for application for Designation has been made;

(v) a document specifying the matters related to organization and business operation; and

(vi) in addition to the documents specified in the preceding items, a document certifying that the applicant is able to carry out business set forth in the items of Article 122-2, paragraph (2) of the Act in an appropriate and accurate manner.

(3) The Commissioner of the Financial Services Agency may order submission of documents necessary for the Designations, in addition to the documents set forth in the preceding paragraph.

Article 82-3 When the juridical person which has obtained the Designation intends to effect any amendment to its name, address, representative of location of offices, notify the Commissioner of the Financial Services Agency to that effect in advance.