Reference Materials regarding the General Meeting of Shareholders
Proposals to be acted upon and matters for reference:
Item 1. Appropriation of Surplus
With respect to the appropriation of surplus, the Company seeks to improve shareholder returns, by
distributing steadily growing dividends on its common share and other ways after taking into consideration
the business results and expected future environment of the Company, subject to the Company having
provided sufficient capital to meet the business needs of the Tokio Marine Group.
In accordance with the above policy, and considering various factors, the Company proposes to pay 25 yen
per share of the Company as a year-end cash dividend. As 25 yen per share was paid as an interim cash
dividend, the total amount of annual cash dividends will be 50 yen per share for the fiscal year ended March
31, 2011, the same amount paid for the previous fiscal year.
1. Matters regarding distribution of dividends and its aggregate amountAmount of cash dividend per common share of the Company: 25 yen
Aggregate amount of cash dividends: 19,170,492,475 yen
2. Effective date of the distribution of dividends
June 28, 2011Item 2. Election of Eleven (11) Directors
The term of office of all 11 directors will expire at the close of this Meeting. For the next term, the electionof the following 11 directors is proposed.

4The candidates for directors are as follows:
Name(Date of birth)
01.

02.

Brief personal history, position, responsibilities andother major occupations

Kunio Ishihara
April(October 17, 1943) June

Shuzo Sumi
(July 11, 1947)

Number of theCompany’s
shares held
43,620 shares

1966 Joined Tokio Marine
1995 Director and General Manager of Hokkaido
Regional Headquarters of Tokio MarineJune
1998 Managing Director and General Manager of
Hokkaido Regional Headquarters of Tokio Marine
July
1998 Managing Director and General Manager of
Hokkaido Division of Tokio Marine
June
1999 Managing Director of Tokio Marine
June
2000 Senior Managing Director of Tokio Marine
June
2001 President of Tokio Marine
April 2002 President of Tokio Marine Holdings
Oct.
2004 President of Tokio Marine & NichidoJune2007 Chairman of the Board of Tokio Marine & Nichido(to present)June2007 Chairman of the Board of Tokio Marine Holdings(to present)(Other major occupations)
Chairman of the Board of Tokio Marine & Nichido
Director of The Bank of Tokyo-Mitsubishi UFJ, Ltd.
(outside director)
Director of Daiichi Sankyo Company, Limited (outside director)
Vice Chairman of Japan Association of Corporate Executives
April 1970 Joined Tokio Marine
16,405 sharesJune
2000 Director and Chief Representative in London,
Overseas Division of Tokio Marine
July
2001 Director, General Manager and Chief
Representative in London, Overseas Division ofTokio Marine
June
2002 Managing Director of Tokio Marine
Oct.
2004 Managing Director of Tokio Marine & NichidoJune2005 Senior Managing Director of Tokio Marine &Nichido
Dec. 2005 Senior Managing Director and General Manager ofDrastic Reform Promotion Dept. of Tokio Marine& Nichido
June2006 Senior Managing Director of Tokio Marine &NichidoJune2007 President of Tokio Marine & Nichido (to present)June2007 President of Tokio Marine Holdings (to present)5

(Other major occupations)
President of Tokio Marine & Nichido
03. Hiroshi Amemiya April 1973 Joined Tokio Marine(October 2, 1950) June
2002 Director(*) and General Manager of Nagoya
Production Dept. III, Tokai Division of TokioMarine
June
2003 Director(*) and General Manager of Corporate
Planning Dept. of Tokio Marine
Oct.
2004 Director(*) and General Manager of Corporate
Planning Dept. of Tokio Marine & Nichido
June2005 Managing Director of Tokio Marine & NichidoJune2005 Director of Tokio Marine HoldingsJune2007 Managing Director and General Manager ofFinancial Planning Dept. of Tokio Marine &NichidoAug. 2007 Managing Director of Tokio Marine & NichidoJune2008 Senior Managing Director of Tokio Marine &NichidoJune2008 Senior Managing Director of Tokio Marine
Holdings
June2010 Retired from his position as Senior Managing
Director of Tokio Marine & NichidoJune2010 Executive Vice President of Tokio Marine
Holdings (to present)* Non-member of the board(Responsibilities)
In charge of Domestic Business Development Dept.,
Corporate Planning Dept. and Legal Dept.
04.
Masashi Oba
April 1978 Joined Tokio Marine(February 13, 1955) June2007 Director(*) and General Manager of Corporate
Accounting Dept. of Tokio Marine & NichidoJune2009 Director(*) and General Manager of Corporate
Accounting Dept. of Tokio Marine HoldingsJune2010 Managing Director of Tokio Marine & Nichido (topresent)June2010 Managing Director of Tokio Marine Holdings (topresent* Non-member of the board(Responsibilities)
In charge of Financial Planning Dept.
(Other major occupations)Managing Director of Tokio Marine & Nichido
05. Hiroshi Miyajima April 1974 Joined Nisshin Fire618,405 shares

5,000 shares

11,604 shares

(May 4, 1950)

June

2000 Director and General Manager, General Planning
Dept. of Nisshin FireApril 2001 Director and General Manager, Personnel &General Affairs Dept. of Nisshin Fire
April 2002 Director and General Manager, Personnel Dept. ofNisshin Fire
April 2003 Managing Director and Deputy General Manager,
Production Promotion Headquarters of Nisshin Fire
June
2003 Senior Managing Director and Deputy General
Manager, Production Promotion Headquarters ofNisshin Fire
April 2004 Senior Managing Director and General Manager,
Production Promotion Headquarters of Nisshin Fire
April 2005 President and General Manager, MarketingPromotion Headquarters of Nisshin Fire
June
2006 Director of Tokio Marine Holdings (to present)
April 2007 President of Nisshin Fire
June
2009 President and General Manager, Marketing
Promotion Headquarters of Nisshin Fire
June
2010 President of Nisshin Fire (to present)(Other major occupations)
President of Nisshin Fire
06.
Kunio Ito
April 1980 Assistant Professor, Faculty of Commerce and(December 13, 1951)
Management, Hitotsubashi University
April
April
Aug.

June
Oct.
Dec.
Dec.
June

June

1984 Associate Professor, Faculty of Commerce andManagement, Hitotsubashi University
1992 Professor, Faculty of Commerce and Management,
Hitotsubashi University
2002 Dean, Graduate School of Commerce andManagement/Faculty of Commerce andManagement, Hitotsubashi University
2004 Corporate Auditor of Tokio Marine (outsidecorporate auditor)
2004 Corporate Auditor of Tokio Marine & Nichido(outside corporate auditor)
2004 Board Member/Executive Vice President of
Hitotsubashi University
2006 Professor, Graduate School of Commerce andManagement, Hitotsubashi University (to present)
2009 Retired from his position as Corporate Auditor ofTokio Marine & Nichido(outside corporate auditor)
2009 Director of Tokio Marine Holdings(outside director) (to present)

71,800 shares

(Other major occupations)
Director of Sharp Corporation (outside director)
Director of Mitsubishi Corporation (outside director)
Director of Nitto Denko Corporation (outside director)
Director of Akebono Brake Industry Co., Ltd.(outside director)
07.
Akio Mimura
April 1963 Joined Fuji Iron and Steel Co., Ltd.
(November 2, 1940) June
1993 Director of Nippon Steel Corporation
April 1997 Managing Director of Nippon Steel Corporation
April 2000 Representative Director and Executive Vice
President of Nippon Steel Corporation
April 2003 Representative Director and President of Nippon
Steel Corporation
April 2008 Representative Director and Chairman of Nippon
Steel Corporation (to present)June2010 Director of Tokio Marine Holdings(outside director) (to present)(Other major occupations)Representative Director and Chairman of Nippon SteelCorporation
Director of Development Bank of Japan Inc. (outside director)
Director of the Innovation Network Corporation of Japan(outside director)
Director of Nisshin Seifun Group Inc. (outside director)
08. Toshifumi Kitazawa April 1977 Joined Tokio Marine(November 18, 1953) June2008 Managing Director and General Manager ofCorporate Planning and Management Dept. ofTokio Marine & Nichido Life
June
2009 Senior Managing Director and General Managerof Corporate Planning and Management Dept. ofTokio Marine & Nichido Life
July
2009 Senior Managing Director of Tokio Marine &Nichido Life
June
2010 President of Tokio Marine & Nichido Life(to present)June2010 Director of Tokio Marine Holdings (to present)(Other major occupations)
President of Tokio Marine & Nichido Life
09. Mikio Sasaki (**) April 1960 Joined Mitsubishi Corporation(October 8, 1937) June
1992 Director of Mitsubishi Corporation
June
1994 Managing Director of Mitsubishi Corporation
April 1998 President of Mitsubishi Corporation
April 2004 Chairman of the Board of Directors of MitsubishiCorporation

8500 shares

8,850 shares-June2010 Director and Senior Corporate Advisor ofMitsubishi Corporation (to present)(Other major occupations)
Director of Mitsubishi Motors Corporation(outside director)
Director of Mitsubishi Electric Corporation(outside director)
Director of Mitsubishi Research Institute, Inc.
(outside director)
10. Takaaki Tamai(**) April 1975 Joined Tokio Marine(July 5, 1950)
June
2003 Director(*) and General Manager, Overseas
Division of Tokio Marine
Oct.
2004 Director(*) and General Manager in charge of Asia
region of Tokio Marine & Nichido
June2006 Managing Director and General Manager ofCorporate Planning Dept. of Tokio Marine &Nichido
June2006 Director of Tokio Marine HoldingsJuly2007 Managing Director and General Manager ofQuality Promotion Dept., Customer Service Dept.
and Corporate Planning Dept. of Tokio Marine &NichidoAug. 2007 Managing Director and General Manager ofCorporate Planning Dept. of Tokio Marine &NichidoJune2008 Managing Director of Tokio Marine & NichidoJune2008 Retired from his position as Director of Tokio
Marine HoldingsJune2010 Senior Managing Director of Tokio Marine &Nichido (to present)* Non-member of the board(Other major occupations)
Senior Managing Director of Tokio Marine & Nichido
11. Tsuyoshi Nagano(**) April 1975 Joined Tokio Marine(November 9, 1952) June
2003 Director(*) and General Manager of Nagoya
Production Dept. III, Tokai Division of TokioMarineOct.
2004 Director(*) and General Manager of Nagoya
Production Dept. III of Tokio Marine & Nichido
June2006 Managing Director(*) of Tokio Marine & NichidoJune2008 Managing Director and General Manager ofCorporate Planning Dept. of Tokio Marine &NichidoJune2008 Director of Tokio Marine Holdings

914,350 shares

13,700 sharesJune2009 Retired from his position as Director of Tokio
Marine HoldingsJune2010 Senior Managing Director of Tokio Marine &Nichido (to present)* Non-member of the board(Other major occupations)
Senior Managing Director of Tokio Marine & Nichido

Notes: 1. Dr. Kunio Ito, Mr. Akio Mimura and Mr. Mikio Sasaki are candidates for outside directors.
2. Dr. Kunio Ito, Mr. Akio Mimura and Mr. Mikio Sasaki are “independent directors/auditors” asspecified by the Tokyo Stock Exchange, Inc. and other stock exchanges in Japan.
3. The reason for proposing Dr. Kunio Ito as a candidate for outside director is that he would be
expected to fulfill his supervisory functions and provide valuable advice based on his insight asa specialist in business management, acquired through many years of involvement in academic
activities. While Dr. Kunio Ito has not been involved in corporate management other than as anoutside director or an outside corporate auditor, we believe that he would effectively perform
his duty as an outside director for the reasons set forth above. The reason for proposing Mr.
Akio Mimura as a candidate for outside director is that he would be expected to fulfill hissupervisory functions and provide valuable advice based on his insight as a company manager,acquired through many years of experience in a management role. The reason for proposing Mr.
Mikio Sasaki as a candidate for outside director is that he would be expected to fulfill hissupervisory functions and provide valuable advice based on his insight as a company manager,acquired through many years of experience in a management role.
4. Dr. Kunio Ito served as an outside corporate auditor of Tokio Marine & Nichido. In March 2007,
Tokio Marine & Nichido received a partial business suspension order and a business
improvement order from the Financial Service Agency of Japan in connection with improper
omissions of claim payments for third-sector insurance products. Dr. Ito was not aware of suchomissions before they were discovered. After the discovery, Dr. Ito received, at Tokio Marine &Nichido’s board meetings, a report on the internal review of the omissions and offered advice toprevent a recurrence. Dr. Ito also monitored the implementation of the business improvement
plan of Tokio Marine & Nichido.
Mr. Akio Mimura concurrently serves as a Representative Director and Chairman of Nippon
Steel Corporation. In December 2007, during Mr. Mimura's term as a Representative Directorand President, Nippon Steel Corporation received a surcharge payment order from the Japan
Fair Trade Comission, concerning the bidding for high- and medium -pressure gas pipe -related
works in violation of the Antimonopoly Act (AMA).
Mr. Mikio Sasaki concurrently serves as an outside director of Mitsubishi Motors Corporation(“Mitsubishi Motors”). In March 2011, during Mr. Sasaki's term as an outside director,
Mitsubishi Motors determined that it had been using certain equipment at its plants without
filing reports required by environmental protection laws and regulations and municipal
ordinances. Although Mr. Sasaki was unaware of the problem until it was discovered, prior to
the incident he consistently made recommendations to enhance and call further attention to theimportance of compliance. After the discovery, Mr. Sasaki led a thorough investigation into theproblem and implementation of measures to prevent a recurrence.

10

5. Dr. Kunio Ito will have served as an outside director for 2 years at the close of this Meeting. Mr.
Akio Mimura will have served as an outside director for 1 year at the close of this Meeting.
6. In accordance with the provisions of Article 427, paragraph 1 of the Companies Act of Japan,
the Company has entered into an agreement with Dr. Kunio Ito and Mr. Akio Mimura to limit
their liability provided for in Article 423, paragraph 1 of the Companies Act of Japan. The
limitation of liability under the agreement shall be the higher of either 10 million yen or theamount provided in Article 425, paragraph 1 of the Companies Act of Japan. The Company
intends to maintain the agreement if Dr. Ito and Mr. Mimura are elected as proposed. TheCompany also intends to enter into a same agreement with Mr. Mikio Sasaki if he is elected asproposed.
7. A “**” indicates that the candidate is a newly appointed candidate who is not currently serving
as a director.
Item 3. Election of Two (2) Corporate Auditors
The terms of office of Mr. Shigemitsu Miki (outside corporate auditor) will expire at the close of thisMeeting.
Mr. Tetsuo Kamioka, corporate auditor, is expected to resign at the close of this Meeting.
Accordingly, the election of the following corporate auditors is proposed.
The submission of this item has been approved by the Board of Corporate Auditors.
The candidates for corporate auditors are as follows:
Name(Date of birth)
01.

02.

Akinari Horii(**)(October 14, 1951)

Brief personal history, position and other major occupations
April
July

1974
2002

June

2006

June

2010

July

2010

Dec.

2010

Toshiki Ohashi(**)

April

1977

(May 10, 1954)

June

2007

June

2009

Joined the Bank of Japan
Director of International Department of the Bankof Japan
Executive Director in charge of international
affairs of the Bank of Japan
Retired from his position as Executive Directorof the Bank of Japan
Special Advisor of The Canon Institute for
Global Studies
Director and Special Advisor of The Canon
Institute for Global Studies (to present)
Joined Nichido Fire
Director (*) and General Manager of Risk
Management Dept. of Tokio Marine & Nichido
Retired from his position as Director(*) of Tokio
Marine & Nichido

11

Number ofCompany’s
shares held-4,700 shares

June2009Managing Director of Tokio Marine & Nichido
Life (to present)* Non-member of the board

Notes: 1. Mr. Akinari Horii is a candidate for outside corporate auditor.
2. Mr. Akinari Horii is an “independent director/auditor” as specified by the Tokyo Stock Exchange,
Inc. and other stock exchanges in Japan.
3. The reason for proposing Mr. Akinari Horii as a candidate for outside corporate auditor is that hewould be expected to fulfill his audit functions based on his insight acquired through manyyears of experience in his roles as an executive or a regular employee of the Bank of Japan.
4. If Mr. Akinari Horii is elected as proposed, the Company intends to enter into an agreementwith Mr. Horii in accordance with the provisions of Article 427, paragraph 1 of the Companies
Act of Japan to limit his liability provided for in Article 423, paragraph 1 of the Companies Actof Japan. The limitation of liability under the agreement shall be the higher of either 10 million
yen or the amount provided in Article 425, paragraph 1 of the Companies Act of Japan.
5. Mr. Toshiki Ohashi is expected to retire from his position as a Managing Director of Tokio
Marine & Nichido Life at the close of the ordinary general meeting of shareholders of Tokio
Marine & Nichido Life scheduled for June 2011.
6. A “**” indicates that the candidate is a newly appointed candidate who is not currently serving
as a corporate auditor.
Item 4. Change in Remuneration to Corporate Auditors
It was resolved at the fourth ordinary general meeting of shareholders held on June 28, 2006 that, inaddition to their monetary remuneration, the corporate auditors’ remuneration relating to share acquisitionrights allotted as share options shall not exceed 30 million yen per year and the number of share acquisitionrights shall not exceed 100 rights per year.
Responding to a report by the Tokio Marine Group Remuneration Committee, the Company will revise its
corporate auditor remuneration structure to include only fixed monetary amounts in order to enhance thecorporate auditors' independence from management. The Company thus intends to abolish share options asremuneration for its corporate auditors and to include an amount equivalent to the share options in their
fixed amount remuneration.
It had previously been resolved at the third ordinary general meeting of shareholders held on June 28, 2005
that aggregate compensation for the corporate auditors shall not exceed 10 million yen per month. Based on
the discussion above, the Company proposes to increase that amount so that it shall not exceed 12 million
yen per month.
If Item 3 is approved as originally proposed, the number of corporate auditors will be five (5).
Note: The annual total of share acquisition rights is after adjustments resulting from: (i) a share split andintroduction of the share unit system on September 30, 2006; and (ii) a change in the number of12

shares comprising a unit on October 2, 2006.

13