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 stable dividends on its common stock and by repurchasing its own shares 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 24 yen
per share of common stock of the Company as a year-end cash dividend. As 24 yen per share was paid as aninterim cash dividend, the total amount of annual cash dividends will be 48 yen per share for the fiscal year
ended March 31, 2009, the same amount paid for the previous fiscal year.
Additionally, the Company proposes to set aside 80.0 billion yen for its general reserve.
1. Payment of the year-end cash dividends(1) Matters regarding distribution of dividends and its aggregate amountAmount of cash dividend per share of common stock of the Company: 24 yen
Aggregate amount of cash dividends: 18,901,510,464 yen(2) Effective date of the distribution of dividends
June 30, 2009
2. Other matters regarding the appropriation of surplus(1) Item of surplus to be increased and the amount
General reserve: 80.0 billion yen(2) Item of surplus to be decreased and the amount
Retained earnings carried forward: 80.0 billion yen
Item 2. Amendment to the Articles of Incorporation
1. Reasons for the amendment
With the commencement of the “Book-Entry Transfer System” of electronic share trades in accordance with
the implementation of the “Law for Partial Amendments to the Law Concerning Book-Entry Transfer ofCorporate Bonds and Other Securities for the Purpose of Streamlining the Settlement of Trades of Stocks
and Other Securities” (the “Settlement Rationalization Law”), it is no longer necessary to provide in the
Articles of Incorporation for the issuance of share certificates, beneficial shareholders, a register ofbeneficial shareholders or a register of lost share certificate.
Accordingly, the Company proposes to delete Article 9 and amend Article 10, Article 12 and Article 13 of
its current Articles of Incorporation and renumber Article 10 and all subsequent Articles to reflect thedeletion of Article 9.

4

Further, because the Company is required to keep its register of lost share certificates for the certain period
following the termination of new entries in the register of lost share certificates as prescribed in the
Companies Act of Japan, the Company proposes to include transitional supplementary clauses to this effectin its Articles of Incorporation.
The Company notes that, pursuant to Article 6, paragraph 1 of the supplementary regulations of theSettlement Rationalization Law, Article 9, paragraph 1 of its current Articles of Incorporation, which
provides that the Company shall issue share certificates, is deemed to have been repealed as of January 5,
2009, which is the date of effectiveness of the Settlement Rationalization Law.
2. Details of the amendment proposed
The details of the amendment proposed are as follows:
Article 9.
Current article:(Issuance of share certificates)
Article 9.
The Company shall issue share certificates representing its issued share.
2.
Notwithstanding the provision of the preceding paragraph, the Company shall not issue sharecertificates representing less-than-one-unit shares. Provided, however, that this provision shall not apply tocases otherwise provided in the Share Handling Regulations.
Proposed amendment:[To be deleted entirely]
Article 10.
Current article:(Rights concerning less-than-one unit shares)
Article 10.
A shareholder of the Company (shareholder shall include a beneficial shareholder; same hereafter)
cannot exercise any rights other than the rights set forth below concerning less-than-one-unit shares held by
the said shareholder:(a) to (d) [Omitted]
Proposed amendment:

5

(Rights concerning less-than-one unit shares)
Article 9.
A shareholder of the Company cannot exercise any rights other than the rights set forth below
concerning less-than-one-unit shares held by the said shareholder:(a) to (d) [Not amended]
Article 11
Current article:
Article 11.

[Omitted]

Proposed amendment:
Article 10.

[Not amended except for the article number]

Article 12.
Current article:(Share registrar)
Article 12.
[Omitted]
2.

[Omitted]3.
The preparation and keeping of the register of shareholders (which term, when used throughout
these Articles of Incorporation, shall include the register of beneficial shareholders), the register of stockacquisition rights and the register of lost share certificates of the Company, and other businesses relating to
the register of shareholders, the register of stock acquisition rights and the register of lost share certificates,
shall be delegated to the share registrar and shall not be handled by the Company.
Proposed amendment:(Share registrar)
Article 11.
[Not amended]2.

[Not amended]3.
The preparation and keeping of the register of shareholders and the register of stock acquisitionrights of the Company, and other businesses relating to the register of shareholders and the register of stockacquisition rights, shall be delegated to the share registrar and shall not be handled by the Company.

6

Article 13.
Current article:(Share Handling Regulations)
Article 13.
The denominations of share certificates to be issued by the Company, the making of entries,
including entries by electronic means, in the register of shareholders and the register of lost sharecertificates, sales and additional purchases of less-than-one-unit shares and any other proceedings
concerning the Company’s shares, including the fees therefor, shall be governed by the Share Handling
Regulations adopted by the Board of Directors from time to time.
Proposed amendment:(Share Handling Regulations)
Article 12.
The making of entries in the register of shareholders, sales and additional purchases ofless-than-one-unit shares and any other proceedings concerning the Company’s shares, including the fees
therefor, shall be governed by the Share Handling Regulations adopted by the Board of Directors from time
to time.
Article 14. to Article 41.
Current article:
Article 14. to Article 41. [Omitted]
Proposed amendment:
Article 13. to Article 40. [Not amended except for the article numbers]
Insertion of supplementary clauses
Proposed amendment:
Supplementary clauses
Article 1.
The preparation and keeping of the register of lost share certificates of the Company, and otherbusinesses relating to the register of lost share certificates, shall be delegated to the share registrar and shallnot be handled by the Company.
Article 2.
The making of entries in the register of lost share certificates shall be governed by the Share
Handling Regulations adopted by the Board of Directors from time to time.

7Article 3.
Article 1 through Article 3 of this supplementary clauses will be deleted at the close of January 6,
2010.

Item 3. Election of Eleven (11) Directors
The term of office of all 13 directors will expire at the close of this Meeting. For the next term, the electionof the following 11 directors is proposed.
The candidates for directors are as follows:
Name(Date of birth)01.

Brief personal history, position, responsibilities andrepresentation of other companies

Kunio Ishihara
April(October 17, 1943) June
June
July
June
June
June
April
Oct.
June
June

02.

Shuzo Sumi
(July 11, 1947)

April
June
July

June
Oct.
June
Dec.

1966 Joined Tokio Marine
1995 Director and General Manager of Hokkaido
Regional Headquarters of Tokio Marine
1998 Managing Director and General Manager of
Hokkaido Regional Headquarters of Tokio Marine
1998 Managing Director and General Manager of
Hokkaido Division of Tokio Marine
1999 Managing Director of Tokio Marine
2000 Senior Managing Director of Tokio Marine
2001 President of Tokio Marine
2002 President of Tokio Marine Holdings
2004 President of Tokio Marine & Nichido
2007 Chairman of the Board of Tokio Marine & Nichido(to present)
2007 Chairman of the Board of Tokio Marine Holdings(to present)
1970 Joined Tokio Marine
2000 Director and Chief Representative in London,
Overseas Division of Tokio Marine
2001 Director, General Manager and Chief
Representative in London, Overseas Division of
Tokio Marine
2002 Managing Director of Tokio Marine
2004 Managing Director of Tokio Marine & Nichido
2005 Senior Managing Director of Tokio Marine &Nichido2005 Senior Managing Director and General Manager ofDrastic Reform Promotion Dept. of Tokio Marine& Nichido

8

Number of theCompany’s
shares held
38,820 shares

12,605 shares

June

2006 Senior Managing Director of Tokio Marine &NichidoJune
2007 President of Tokio Marine & Nichido (to present)June2007 President of Tokio Marine Holdings (to present)(Representation of other companies)
President of Tokio Marine & Nichido
03.
Toshiro Yagi
April 1971 Joined Tokio Marine
24,205 shares(November 1, 1947) June
2001 Director and General Manager of Chemical
Industry Production Dept., Tokyo Corporate
Business Division I of Tokio Marine
Oct.
2001 Director and General Manager of Corporate
Planning Dept. of Tokio Marine
June
2002 Director(*) and General Manager of Corporate
Planning Dept. of Tokio Marine
June
2003 Managing Director of Tokio Marine
June
2003 Director of Tokio Marine Holdings
Oct.
2004 Managing Director of Tokio Marine & NichidoJune2005 Managing Director and General Manager ofCorporate Planning Dept. of Tokio Marine &NichidoJune
2006 Retired from his position as Managing Director of
Tokio Marine & Nichido
June2006 Senior Managing Director of Tokio Marine
Holdings
June2007 Executive Vice President of Tokio Marine Holdings(to present)* Non-member of the board(Responsibilities)
In charge of Corporate Planning Dept. (excluding Internal
Control Group), Personnel Planning Dept., Legal Dept. andassistant to the Director in charge of Compliance Dept., Risk
Management Dept. and Internal Audit Dept.
04.
Daisaku Honda
May
1972 Joined Tokio Marine
12,400 shares(September 28, 1949) June
2002 Director(*) and General Manager of New Financial
Markets Dept., Investment and Financial Services
Division of Tokio Marine
Oct.
2004 Director(*) and General Manager of New Financial
Markets Dept. of Tokio Marine & NichidoJune2005 Managing Director of Tokio Marine & NichidoJune2007 Senior Managing Director of Tokio Marine &NichidoJune2008 Retired from his position as Senior Managing
Director of Tokio Marine & Nichido

9

June

05.

06.

2008 Senior Managing Director of Tokio Marine
Holdings (to present)* Non-member of the board(Responsibilities)
In charge of Corporate Planning Dept. (Internal Control Group),
Corporate Accounting Dept., Business Development and Support
Dept., Compliance Dept., Risk Management Dept. and Internal
Audit Dept.
Hiroshi Amemiya April 1973 Joined Tokio Marine
15,005 shares(October 2, 1950) June
2002 Director(*) and General Manager of Nagoya
Production Dept. III, Tokai Division of Tokio
MarineJune
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 & NichidoJune2005 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 &Nichido (to present)June2008 Senior Managing Director of Tokio Marine
Holdings (to present)* Non-member of the board(Responsibilities)
In charge of Financial Planning Dept.
Shin-Ichiro Okada April 1973 Joined Tokio Marine
4,000 shares(July 7, 1950)
June
2005 Director (*) and General Manager of Commercial
Lines Underwriting Dept. of Tokio Marine &NichidoJune
2007 Director of Tokio Marine & NichidoJune2007 Managing Director of Tokio Marine HoldingsJune2008 Managing Director and General Manager ofInternational Business Development Dept. of Tokio
Marine Holdings (to present)June2008 Managing Director of Tokio Marine & Nichido (topresent)* Non-member of the board

10

(Responsibilities)
Overall supervision of overseas insurance business; In chargeof International Business Development Dept. (management ofEuropean and Middle Eastern regions and reinsurance
operations)
07. Minoru Makihara March 1956 Joined Mitsubishi Corporation
15,300 shares1986 Director of Mitsubishi Corporation(January 12, 1930) June
June
1988 Managing Director of Mitsubishi Corporation
June
1990 Senior Managing Director of Mitsubishi
Corporation
June
1992 President of Mitsubishi Corporation
June
1993 Director of Tokio Marine (outside director)
April 1998 Chairman of the Board of Directors of Mitsubishi
Corporation
April 2002 Retired from his position as Director of Tokio
Marine (outside director)
April 2002 Director of Tokio Marine Holdings (outside
director) (to present)
April 2004 Director and Senior Corporate Advisor of
Mitsubishi CorporationJune
2004 Senior Corporate Advisor of Mitsubishi
Corporation (to present)
08. Masamitsu Sakurai April 1966 Joined Ricoh Company, Ltd.
(January 8, 1942) June
1992 Director of Ricoh Company, Ltd.
June
1994 Managing Director of Ricoh Company, Ltd.
March 1995 Managing Director and General Manager, Research& Development Group of Ricoh Company, Ltd.
Jan.
1996 Managing Director and General Manager, Business
Development Center of Ricoh Company, Ltd.
April 1996 President of Ricoh Company, Ltd.
April 2002 Director of Tokio Marine Holdings (outside director)(to present)June2005 Representative Director and President of Ricoh
Company, Ltd.
April 2007 Representative Director and Chairman of the Boardof Ricoh Company, Ltd. (to present)(Representation of other companies)
Representative director and Chairman of the Board of Ricoh
Company, Ltd.
Chairman of Japan Association of Corporate Executives
09. Tomochika Iwashita July
1969 Joined Tokio Marine
20,515 shares
1998 Director and General Manager of Automobile(November 14, 1946) June
Industry Production Dept. II of Tokio Marine

11

July

June
April
June
Sep.

1998 Director and General Manager of Automobile
Industry Production Dept. II, Tokyo Automobile
Division of Tokio Marine
1999 Director and General Manager of Corporate
Planning Dept. of Tokio Marine
2000 Managing Director and General Manager ofCorporate Planning Dept. of Tokio Marine
2000 Managing Director of Tokio Marine
2000 Director of Tokio Marine

Dec.

10.

Hiroshi Miyajima(May 4, 1950)

2000 Retired from his position as Director of Tokio
MarineJune
2002 Managing Director of Tokio Marine
July
2002 Managing Director and General Manager of Public& Institutional Business Division of Tokio Marine
June
2003 Senior Managing Director and General Manager of
Public & Institutional Business Division of Tokio
MarineOct.
2004 Senior Managing Director of Tokio Marine &NichidoJune
2005 Executive Vice President of Tokio Marine &NichidoJune
2005 Director of Tokio Marine Holdings (to present)June2006 Retired from his position as Executive Vice
President of Tokio Marine & Nichido
June2006 President of Tokio Marine & Nichido Life (topresent)(Representation of other companies)
President of Tokio Marine & Nichido Life
April 1974 Joined Nisshin Fire
June
2000 Director and General Manager, General Planning
Dept. of Nisshin Fire
April 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 of
Nisshin Fire
April 2004 Senior Managing Director and General Manager,
Production Promotion Headquarters of Nisshin Fire
April 2005 President and General Manager, Marketing
Promotion Headquarters of Nisshin Fire

129,204 shares

June
2006 Director of Tokio Marine Holdings (to present)
April 2007 President of Nisshin Fire (to present)(Representation of other companies)
President of Nisshin Fire
11.
Kunio Ito (**)
April 1980 Assistant Professor, Faculty of Commerce and(December 13, 1951)
Management, Hitotsubashi University
April
April
Aug.

June
Oct.
Dec.
Dec.

-

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 (Outside
Corporate Auditor)
2004 Corporate Auditor of Tokio Marine & Nichido(Outside Corporate Auditor) (to present)
2004 Board Member/Executive Vice President of
Hitotsubashi University
2006 Professor, Graduate School of Commerce andManagement, Hitotsubashi University (to present)

Notes: 1. Messrs. Minoru Makihara, Masamitsu Sakurai and Dr. Kunio Ito are candidates for outside
directors.
2. The reason for proposing Mr. Minoru Makihara as a candidate for outside director is that hewould be expected to fulfill his supervisory functions and provide valuable advice based on his
insight as a company manager, acquired through many years of experience in a managementrole. The reason for proposing Mr. Masamitsu Sakurai 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 as a company manager, acquired through many years of experience in a managementrole. 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
as a specialist in business management, acquired through many years of involvement inacademic activities. While Dr. Kunio Ito has not been involved in corporate management otherthan as an outside 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.
3. Mr. Minoru Makihara serves as an outside director of Shinsei Bank, Limited ("Shinsei Bank").
During Mr. Makihara's term, Shinsei Bank received a cease and desist order in March 2007
from the Japan Fair Trade Commission (the “JFTC”) stating that the advertising materials for afinancial product for individual customers offered by Shinsei Bank failed to comply with theregulations under the Act against Unjustifiable Premiums and Misleading Representations. Mr.
Makihara was not aware of such failure until it was discovered. After the discovery, Mr.
Makihara received, at Shinsei Bank's board meeting, a report from Shinsei Bank's management
and subsequently asked that Shinsei Bank enhance its internal monitoring system and its"Consumer Advertisement Monitoring Program" (a program in which consumers monitor
Shinsei Bank's advertisements from a consumer's point of view) in order to prevent a

13

recurrence.
In another occasion during Mr. Makihara’s term, in June 2007, Shinsei Bank received abusiness improvement order from the Financial Services Agency of Japan (the “FSA”) after its
non-consolidated business results for the fiscal year ended March 31, 2007 significantly fell
below the earnings target set in the “Plan for Restoring Sound Management”. Before theimposition of the business improvement order, Mr. Makihara received, at Shinsei Bank's board
meeting, a report from Shinsei Bank's management addressing the impact that legislativechange in the consumer finance industry would have on the business and financial conditions of
Shinsei Bank’s consumer finance affiliates and Shinsei Bank’s non-consolidated businessresults. After the imposition of the business improvement order, Mr. Makihara offered advice
from various perspectives that Shinsei Bank needed to clearly identify the group-wide business
management strategy and implement specific measures that would enhance the operational baseand profitability of Shinsei Bank.
Mr. Makihara also serves as an outside director of Mitsubishi UFJ Securities Co., Ltd("Mitsubishi UFJ Securities"). In January 2007, during Mr. Makihara's term, Mitsubishi UFJ
Securities received a business improvement order from the FSA for securities trading on
unpublished information of the issuer of securities on Mitsubishi UFJ Securities' own account.
Mr. Makihara was not aware of such securities trading before it was discovered. After the
discovery, he has overseen the implementation of business improvement measures implemented
by the management at the board meeting and made remarks on a timely basis.
Additionally, in April 2009, during Mr. Makihara’s term, Mitsubishi UFJ Securities announced
that a former employee was found to have sold improperly obtained Mitsubishi UFJ Securities
customer information to an outsider. Mr. Makihara was not aware of such improper behavior
before it was discovered. After the discovery, Mr. Makihara received a report regarding thematter at Mitsubishi UFJ Securities’ board meeting and discussed measures to prevent a
recurrence.
Mr. Makihara is now retired from his former position as an outside director of Mitsubishi
Electric Corporation (“Mitsubishi Electric”). In October 2008, after Mr. Makihara had retired,
Mitsubishi Electric received a cease and desist order and a surcharge payment order from the
JFTC stating that Mitsubishi Electric violated the Antimonopoly Act of Japan in connection
with a public bidding for construction of electrical equipment at sewage disposal facilities in
Hokkaido. Although Mr. Makihara was not aware of the occurrence of such violation during his
term, at Mitsubishi Electrics’s board meetings, he consistently made recommendations
highlighting the enhancement of the compliance function and directed attention to theimportance of compliance.
Dr. Kunio Ito serves as an outside corporate auditor of Tokio Marine & Nichido. In November
2005, during Dr. Ito’s term, Tokio Marine & Nichido received a business improvement orderfrom the FSA regarding omissions of incidental payments of insurance claims. In addition, in
March 2007, Tokio Marine & Nichido received a partial business suspension order and abusiness improvement order from the FSA in connection with improper omissions of claim
payments for third-sector insurance products. Dr. Ito was not aware of such omissions before
they were discovered. After the discovery, Dr. Ito received, at Tokio Marine & Nichido’s board
meeting, a report on the internal review of the omissions and offered advice to prevent a
recurrence. Dr. Ito also monitored the implementation of the business improvement plan of
Tokio Marine & Nichido.

14

4. Messrs. Minoru Makihara and Masamitsu Sakurai will have served as outside directors for 7
years and 3 months at the close of this Meeting.
5. In accordance with the provisions of Article 427, paragraph 1 of the Companies Act of Japan,
the Company has entered into an agreement with Messrs. Minoru Makihara and Masamitsu
Sakurai to limit their liability provided for in Article 423, paragraph 1 of the Companies Act ofJapan. 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. The
Company intends to maintain the agreement if Messrs. Makihara and Sakurai are elected as
proposed. The Company also intends to enter into a similar agreement with Dr. Kunio Ito if heis elected as proposed.
6. Dr. Kunio Ito is expected to retire from his position as a corporate auditor of Tokio Marine &Nichido at the close of the ordinary general meeting of shareholders of Tokio Marine & Nichido
scheduled for June 2009.
7. A “**” indicates that the candidate is a newly appointed candidate who is not currently serving
as a director.
Item 4. Election of One (1) Corporate Auditor
The term of office of Mr. Tetsuo Kamioka (corporate auditor) will expire at the close of this Meeting.
Accordingly, the election of the following corporate auditor is proposed.
The submission of this item has been approved by the Board of Corporate Auditors.
The candidate for the corporate auditor is as follows:
Name(Date of birth)01.

Brief personal history, position, responsibilities andrepresentation of other companies

Tetsuo Kamioka
April(September 3, 1948)
June

1967

April

2001

April

2002

June

2002

2000

March 2003

Joined The Nichido Fire and Marine Insurance
Company, Limited ("Nichido Fire")
Director and General Manager of Marketing &Sales Promotion Dept. of Nichido Fire
Director and General Manager of Agency Dept. of
Nichido Fire
Director and General Manager of Tokyo
Production Dept. and General Manager of Tokyo
Production Dept. (Tokyo Chuo Branch) of
Nichido Fire
Managing Director (*) and General Manager ofTokyo Production Dept. and General Manager ofTokyo Production Dept.(Tokyo Chuo Branch) of
Nichido Fire
Retired from his position as Managing Director(*) of Nichido Fire

15

Number ofCompany’s
shares held
8,360 shares

April
Oct.
June
June

2003 President of The Nichido Life Insurance
Company, Limited
2003 Senior Managing Director of Tokio Marine &Nichido Life
2005 Retired from his position as Senior Managing
Director of Tokio Marine & Nichido Life
2005 Standing Corporate Auditor of Tokio Marine
Holdings (to present)* Non-member of the board

16