[English Translation]
TOKIO MARINE HOLDINGS, INC.

Attachment to the "Notice of Convocation of
the 9th Ordinary General Meeting of Shareholders"Business Report for the Fiscal Year Ended March 31, 2011
(From April 1, 2010 to March 31, 2011)
1. Matters Concerning the Insurance Holding Company(1) Business Developments and Results for the Tokio Marine Group
During the fiscal year ended March 31, 2011, the global economy continued to gradually
expand.

Concerns about public sector debt in Europe and spikes in crude oil prices, owing to

growing tensions in the Middle East, contrasted with signs of improvement in the U.S. economy
owing to a second round of quantitative easing by the Federal Reserve and fiscal stimulus
measures, and continued high growth in emerging countries.

The Japanese economy, despite the appreciation of the yen against other currencies andlow share prices, moved onto a recovery track owing to government stimulus efforts and otherfactors promoting growth.

In the insurance industry, Japan’s demographics – a declining

birthrate and an aging population – and other factors means the market is unlikely to grow andcompetition has intensified.

In the property and casualty insurance sector, loss ratio of auto

insurance increased, contributing to the continuation of a challenging business environment.

Against this backdrop, the Tokio Marine Group (the “Group”) is vigorously pursuing its
business activities.

Our overriding objective is to fully realize our “Innovation and Execution

2011” medium-term corporate strategy of achieving sustainable earnings growth based on quality
improvements in our products, services and business processes.

During the fiscal year ended

March 31, 2011, the Group strove to improve its growth potential and the profitability of its
domestic property and casualty insurance business, and to expand its domestic life insurance
business and overseas insurance business.

In order to further develop a management andadministration system that maximizes the Group's global competitiveness, the Group moved
forward with initiatives aimed at enhancing its risk-based management (or “ERM”, Enterprise
Risk Management) to better balance its levels of capital and risk and to improve capital efficiency
while maintaining fiscal soundness.
14

The Great East Japan Earthquake caused immense damage to this country, greatly
affecting its economic activities.

Immediately after the incident, the Group began using all its

available resources to respond to inquiries and insurance claims by quake-affected customers.

The Great East Japan Earthquake, the Christchurch Earthquake in New Zealand andother severe natural disasters that occurred around the globe in the fiscal year ended March 31,
2011 cause us to expect that Tokio Marine and Nichido Fire Insurance Co., Ltd. (“Tokio Marine &Nichido”) and other Group insurance companies will have to make large claim payments.
Meanwhile, we have been implementing a global diversification strategy in relation to our risk
exposures and sources of income, characterized by reinsurance arrangements to reduce our risk
exposures and provision of underwriting reserves, as well as active expansion of our overseas
operations.

As a result, Tokio Marine Holdings reported consolidated business results as

described below.

Ordinary income

3,288.6 billion yen(92.1% of the previous fiscal year)

Underwriting income

2,874.0 billion yen(96.8% of the previous fiscal year)

Investment income

347.7 billion yen(64.8% of the previous fiscal year)

Ordinary profit

126.5 billion yen(62.2% of the previous fiscal year)

Net income

71.9 billion yen(56.0% of the previous fiscal year)

Ordinary income and ordinary profit for each business segment are as follows:Business segment

Ordinary income

Ordinary profit

Domestic property and casualty insurance

2,425.7 billion yen

104.5 billion yen

Domestic life insurance

442.2 billion yen

7.1 billion yen

Overseas insurance

539.9 billion yen

14.4 billion yen

Financial and other70.8 billion yen

2.0 billion yen

Response to the Great East Japan Earthquake

The Group has set as its highest priority the timely payments of earthquake insurance
claims in order to help restore the livelihoods of customers affected by the disaster.

After thedisaster, Tokio Marine & Nichido immediately established a Special Task Force and special callcenters dedicated to handling earthquake insurance claims and a large number of staff throughout
Japan have been assigned to claim services so as to make timely and appropriate claim payments.
Many of our agents in the affected areas who liaise with customers were also affected, and we15

have been actively assisting in the restoration of their businesses.

And we have been striving toensure customer convenience by establishing consultation systems, providing assistance with
policy renewals and other efforts.

Domestic Property and Casualty Insurance Business
The following is a discussion of the operating results for the fiscal year ended March 31,
2011 of Tokio Marine & Nichido, the core firm of the Group.
1,742.7 billion yen, a year-on-year increase of 0.4 percent.

Net premiums written were

Although the Great East Japan

Earthquake resulted in insurance claims in the fiscal year ended March 31, 2011, there was noeffect on Tokio Marine & Nichido’s profits because the Japanese government is also responsible
for earthquake insurance through reinsurance contracts and Tokio Marine & Nichido already had
built up underwriting reserves.

While we expect to make claim payments in relation tocommercial property, we mitigate the effect on our profit through reinsurance arrangements andother measures.

In order to improve ROE, Tokio Marine & Nichido continued its sales of

equities held for business-related reasons, which produced gains on sales of securities.

Ordinary

profit was 145.7 billion yen, a decrease of 1.6 billion yen, and net income was 100.7 billion yen,
an increase of 6.2 billion yen, in each case as compared to the previous fiscal year.

Tokio Marine & Nichido focused on offering products and services which customers
select for their quality and strove for growth by improving its sales base and cultivating markets.

As of October 2010, Tokio Marine & Nichido overhauled its all-in-one life and property
and casualty “Super Insurance” product, which offers a total coverage package appropriate to acustomer’s life plans, family composition and other factors.

The revisions brought the basic

product architecture in line with that of other individual products for personal lines while retaining
features customers liked, and the consultation system was also improved to make productproposals easier for customers to understand.

As a result, the number of agents selling “Super

Insurance” increased, leading to approximately four times as many new “Super Insurance”
policyholders as compared to the six months ended September 2010.

To strengthen its sales base, Tokio Marine & Nichido entered into an agency service
agreement with Meiji Yasuda Life Insurance Company (“Meiji Yasuda”) in October 2010 andplans to start selling its auto and other insurances through Meiji Yasuda in the fiscal year ending
March 31, 2012.

16

As for market development, Tokio Marine & Nichido strove to cultivate the small andmedium-sized enterprise market by increasing sales volume of personal injury insurance forindustrial accidents and pursued increased sales volume of commercial auto insurance throughsafety programs.

In relation to asset management, Tokio Marine & Nichido aimed to ensure stableearnings and asset liquidity as part of its efforts to maintain a sound financial base through risk
management.

With respect to the operating results of Nisshin Fire & Marine Insurance Co., Ltd. for the
fiscal year ended March 31, 2011, net premiums written were 134.0 billion yen, representing an
increase of 1.7 percent from the previous fiscal year.

Ordinary profit was 2.5 billion yen, adecrease of 3.9 billion yen, and net income was 1.5 billion yen, a decrease of 2.7 billion yen, ineach case as compared to the previous fiscal year.

Domestic Life Insurance Business

As of March 31, 2011, Tokio Marine & Nichido Life Insurance Co., Ltd. (“Tokio Marine& Nichido Life”), the core company in the Group's domestic life insurance business, recorded
21,587.3 billion yen in the amount of life insurance-in-force, an increase of 1,117.4 billion yen

from March 31, 2010, while the amount of newly signed life insurance was 2,781.7 billion
yen, a year-on-year decrease of 4.1 percent.
year-on-year increase of 12.5 billion yen.

Ordinary profit was 19.4 billion yen, a

For the fiscal year ended March 31, 2011, Tokio

Marine & Nichido Life achieved a reserve rate of 100% for insurance contracts subject to suchstandards under the Insurance Business Law of Japan, and net income amounted to 5.2 billion yen.

Tokio Marine & Nichido Life developed life insurance products meeting customer needs
and pursued growth through an integrated approach to life and non-life insurance.

Since its inception in 1996, Tokio Marine & Nichido Life has consistently pursued
customer-oriented life insurance operations.

As a result, it has achieved some of the fastest

growth ever seen in Japan’s life insurance industry, and in April 2010, achieved the 3 million markfor individual insurance and annuity policies in force.

To meet the needs of an aging-society,

Tokio Marine & Nichido Life in November 2010 began offering “long-life supporting whole life”
insurance, a new product featuring nursing care coverage as well as severe-disability and death
benefits, which demonstrated strong sales.

On another front, Tokio Marine & Nichido Life also17

strengthened its integrated life and non-life approach, for example, by making it possible toincorporate its medical and cancer coverage in “Super Insurance. ”
Tokio Marine & Nichido Financial Life Insurance Co., Ltd. (“Tokio Marine & Nichido
Financial Life”) endeavored to strengthen its relationships with financial institution sales channels,
while maintaining a conservative sales strategy focused on risk control given the situation in
financial markets.

As of March 31, 2011, Tokio Marine & Nichido Financial Life had 2,774.6

billion yen in life insurance-in-force and 104.7 billion yen in newly signed life insurance.
Ordinary loss was 2.3 billion yen, and net loss was 2.5 billion yen.

Overseas Insurance Business

The Group actively developed its international insurance business with the aim ofpursuing global growth opportunities.

Philadelphia Consolidated Holding Corporation (“PHLY”), a U.S. property and casualty
insurance group, through strategies focused on specific industry sectors and customer segments
and robust marketing capabilities was able to maintain a strong performance even though theoverall U.S. non-life insurance market was characterized by slow growth.

As a result, PHLY

continued to demonstrate sound business performance with net premiums written of 1.97 billion
U.S. dollars (160.8 billion yen), an increase of 5.2 percent compared to the previous fiscal year.

Kiln Group Limited (“Kiln”), a U.K. insurance group, continued its disciplined
underwriting amid a downward trend in insurance premium rates.

As a result, Kiln's net

premiums written during the fiscal year 2010 remained almost unchanged from the previous fiscal
year at 430 million British pounds (55.3 billion yen).

Kiln also contributed to expansion of theGroup’s overseas insurance business by using the Group’s wholly owned Lloyd’s Syndicate.

The Company’s reinsurance business, although having decreased profit owing to theChristchurch Earthquake in New Zealand and other natural disasters, yielded increased income as
Tokio Millennium Re Limited, by virtue of increased underwriting in the United States, recorded a
year-on-year increase of 16.0 percent in net premiums written to 410 million U.S. dollars (34.0billion yen) for the fiscal year 2010.

The Company formulated new growth strategies for its reinsurance business and its largecommercial property insurance business in the U.S. and Europe.

18

In January 2011, the Company

began implementing strategies for reinsurance underwriting in continental Europe and Oceania,
and pursuing growth in large commercial property insurance underwriting in the U.S. and Europe.

In emerging markets, the Company has advanced initiatives for medium-to-long term
growth.

In April 2010, it entered into an agreement with Alinma Bank, a leading Saudi Arabianfinancial institution, to establish a joint-venture which will sell Islamic insurance (Takaful).
Tokio Marine Life Insurance Malaysia Bhd. in July 2010 entered into a tie-up with RHB Bank
Bhd., a prominent local commercial bank, in relation to life insurance sales.
Financial and Other Business

The Group developed its financial services business, with a focus on fee-based asset
management business offering a stable base of revenue.

Fee-based business includes

management of public and corporate pension funds and the establishment and management ofinvestment trusts by Tokio Marine Asset Management Co., Ltd.

As to its general business, theGroup continued to engage in temporary staffing services, property management services andother business.

CSR

Tokio Marine & Nichido aims to preserve the environment through a “Green Gift”
project whereby paper consumption is reduced by allowing auto insurance, fire insurance andSuper Insurance customers to choose to receive insurance terms and conditions on the company
website.

Through the project, Tokio Marine & Nichido also promotes the planting of mangroves.

As a result of this project and other environmental protection initiatives throughout its property
and casualty insurance business, Tokio Marine & Nichido’s auto insurance in December 2010 wasawarded the Eco Mark certification for financial products from the Japan Environment
Association.

Issues Facing the GroupIn the fiscal year ending March 31, 2012, we expect emerging countries to maintain highrates of economic growth and the U.S. economy to continue to improve, but concerns about the
fiscal strength of Europe will continue to weigh down the global economy.

The Japanese economic outlook is expected to remain uncertain owing to the Great East

19

Japan Earthquake’s impact on business activities and consumer spending.

Given the effects ofthe declining birthrate and aging population, as well as low levels of new car sales, we continue tobelieve that the domestic insurance market will not grow.

In this challenging environment, the Tokio Marine Group expects to focus on the issues
as described below.

In its domestic property and casualty insurance and domestic life insurance businesses,
the Group will continue to set as its highest priority the timely payments of insurance claims
related to the Great East Japan Earthquake and strive to fulfill its social responsibility as aninsurance business group.

To promote growth, at the same time we will vigorously pursue

quality improvements in our products and services and fully implement our integrated approach tolife and non-life insurance.

We will also seek to increase profitability by improving our loss ratio,

which has been rising in auto insurance, and reducing our operating costs.

In the overseas insurance business, the Group will implement a growth strategy
balancing developed and emerging countries, while steadily expanding the scale and earnings of
its subsidiaries and affiliates with the goal of becoming a more global insurance business group.

As accounting standards for the insurance business and risk management standards movetoward global standards, the Group will strive to further enhance its risk-based management(through an ERM system).

Under our management philosophy to place “customer trust at the base of all its
activities,” the entire Tokio Marine Group will endeavor to achieve further growth as a corporategroup, seeking growth characterized by high profitability, sustainability and soundness.

Themanagement would like to express its sincere appreciation to all shareholders of Tokio Marine
Holdings for their continued guidance and support.
Note 1:Throughout this Business Report, all amounts (including numbers of shares) are truncatedand all ratios are rounded to one decimal place.

Note 2:

Numbers that appear as ordinary income and ordinary profit for each business segment are
before adjustments made to record ordinary income and ordinary profit in the consolidated
statement of income.

Comparison against prior fiscal years is not available because theresults for each business segment in this Business Report were determined in accordancewith an accounting standard newly applied as of the fiscal year ended March 31, 2011, which20had not previously been applied.
Note 3:“PHLY” means the corporate group comprised of Philadelphia Consolidated Holding
Corporation and its subsidiaries.

“Kiln” means the corporate group comprised of Kiln

Group Limited and its subsidiaries.
Note 4:The yen-denominated amounts of net premiums written of Kiln, PHLY and Tokio Millennium
Re Limited are calculated at exchange rates in effect as of the end of December 2010.

21

(2) Four Year Summary of Assets and Earnings of the Group and the Insurance Holding
Companya. The Group's summary of assets and earnings(Yen in millions)(Fiscal years ended March 31)
2008
2009
2010
2011
Ordinary income
3,710,066
3,503,102
3,570,803
3,288,605
Ordinary profit
179,071-15,128
203,413
126,587
Net income
108,766
23,141
128,418
71,924
Net assets
2,579,339
1,639,514
2,184,795
1,904,477
Total assets
17,283,242
15,247,223
17,265,868
16,528,644
b. The Insurance Holding Company's summary of assets and earnings(Yen in millions, except per share amounts)(Fiscal years ended March 31)
2008
2009
2010
2011
Operating income
74,702
136,570
32,324
127,806
Dividends received
69,400130,053
25,617
120,892
Insurance subsidiaries
69,202
129,134
25,082
120,156
Other subsidiaries
197
919
535
735
Net income
70,385
117,19744
80,226
Net income per share of common
86.41
147.530.05
103.16
share
yen
yen
yen
yen
Total assets
2,505,334
2,530,333
2,492,379
2,482,926
Share of insurance subsidiaries
2,426,412
2,427,769
2,416,206
2,380,355
Share of other subsidiaries
53,17868,24661,43662,457(3) The Group's Principal Offices (As of March 31, 2011)
a. The Company
Location
Head Office2-1, Marunouchi 1-chome, Chiyoda-ku, Tokyo, Japan

Established as ofApril 2, 2002

Note: The date shown above is the date of incorporation.

b. Subsidiaries and Affiliates
Business
Company
segment
nameTokio Marine
Domestic& Nichido
property andcasualty
insurance

Office nameLocation

Head Office
Hokkaido
Hokkaido
Branch and 6other branches
TohokuSendai Branch
and 9 otherbranches
Kanto
Tokyo Central
Branch and 32
other branches
Tokai andAichi South
Hokuriku
Branch and 24
other branches
Kansai
Osaka South
Branch and 24
other branches

2-1,
Marunouchi 1chome,
Chiyoda-ku,
Tokyo, Japan

22

Established
as ofMarch 20,
1944

Hiroshima
Branch and 14
other branches
Fukuoka
Central Branchand 13 otherbranches
Head Office (Tokyo Head
Office), Saitama Head Office

Chugokuand
Shikoku
KyushuNisshin Fire

Domestic life
insurance

Overseas
insurance

Financial andotherTokio Marine& Nichido
Life
Tokio Marine& Nichido
Financial
Life
Philadelphia
Consolidated
Holding
Corp.
Kiln Group
Limited
Tokio Marine
Financial
SolutionsLtd.

3,
Kandasurugadai
2-chome,
Chiyoda-ku,
Tokyo
3-16, Ginza 5chome, Chuoku, Tokyo
1-1, Osaki 2chome,
Shinagawa-ku,
Tokyo
Bala Cynwyd,
Pennsylvania,
U.S.A.

June 10,1908

Head OfficeLondon, U.K.

Head OfficeGeorge Town,
Cayman Islands

July 11,1994
December4, 1997

Head Office

Head Office

Head Office

August 6,
1996
August 13,
1996

July 6,
1981

Notes 1. This table sets forth major subsidiaries and affiliates accounted for by the equity method.
2. "Office name" is the name of the principal office.
3. "Location" is the location of the head office.
4. The dates shown above are the date of incorporation.

(4) The Group's Employees

Business segment
Domestic property andcasualty insurance
Domestic life insurance
Overseas insurance
Financial and other
Total

As of March 31,
2010

As of March 31,
2011

19,671
2,387
5,800
1,720
29,57819,900
2,409
5,902
1,547
29,758

Increase(decrease)
229
22
102
（173）
180

Note: Numbers of employees as of March 31, 2010 were calculated in accordance with businesssegments as determined under an accounting standard that was applied for the year ended March
31, 2011.

23

(5) The Group's Principal Lenders (As of March 31, 2011)
Business segment
Domestic property andcasualty insurance

Company name
Tokio Marine & Nichido

LenderSyndicated loan

Balance of loan
88,500 million yen

Note: The arranger of the syndicated loan is The Bank of Tokyo-Mitsubishi UFJ, Ltd.

(6) The Group's Financing Activities
In order to partially refinance loans in its domestic property and casualty insurance business,
Tokio Marine & Nichido received 50,000 million yen through a syndicated loan arranged by
The Bank of Tokyo-Mitsubishi UFJ, Ltd.
(7) The Group's Capital Investment Activities
a. Total investment in facilities
Business segment
Domestic property andcasualty insurance
Domestic life insurance
Overseas insurance
Financial and other
Total

Amount14,361 million yen
552 million yen
3,998 million yen
204 million yen
19,117 million yen

Notes 1. "Amount" is the aggregate amount of investment in facilities for the year ended March 31,
2011.
2. Yen amounts include certain capital expenditures in other currencies which were converted
into yen based on exchange rates as of the closing date of the fiscal year of the Company.

b. New construction of major facilities and other
Business segment
Company name
Description
Repair of Tokio
Overseas insurance
Tokio Marine
Marine Centre
Insurance Singapore
Ltd.

Amount5,931 million yen

Note: The amount shown above is the aggregate amount of investment relating to the repair. The yenamount has been translated at the currency exchange rate as of the closing date of the fiscal yearof the Company.

(8) Parent Company and Major Subsidiaries (As of March 31, 2011)
a. Parent company
None.

24

b. Major subsidiaries and affiliates accounted for by the equity method
Ratio ofCompany nameLocation

Major business

Paid-in Tokio
Date ofcapital Marine
Notes
incorporation (Yen in Holdings'
millions) voting
rightsTokio Marine & Nichido
Fire Insurance Co., Ltd.

Tokyo, Japan

Property andcasualty
insurance

Mar. 20, 1944

101,994 100.0%-

Nisshin Fire & Marine
Insurance Co., Ltd.

Tokyo, Japan

June 10, 1908

20,389 100.0%-

Tokio Marine & Nichido

Tokyo, Japan

Property andcasualty
insurance
Life insurance

Aug. 6, 1996

55,000 100.0%-

Tokio Marine & Nichido
Financial Life InsuranceCo., Ltd.

Tokyo, Japan

Life insurance

Aug. 13, 1996

48,000 100.0%-

Tokio Marine Millea SAST
Insurance Co., Ltd.

Kanagawa,
Japan

Small-amountshort-term
insurance

Sept. 1, 2003

1,595 100.0%-

Philadelphia Consolidated
Holding Corp.

Holding company July 6, 1981
Bala
Cynwyd,Pennsylvania,
U.S.A.

0 100.0%(100.0)-Philadelphia Indemnity
Insurance Company

Property andBalacasualty
Cynwyd,insurance
Pennsylvania,
U.S.A .

Feb. 4, 1927

299 100.0%(100.0)-First Insurance Company
of Hawaii Ltd.

Honolulu,
Hawaii,U.S.A.
London, U.K.

Aug. 6, 1982

355

50.0%
(50.0)-

Oct. 30, 1990

16,736 100.0%(100.0)-London, U.K. Holding company July 11, 1994

133 100.0%(100.0)-June 13, 1994

0 100.0%(100.0)-Oct. 27, 2008

0 100.0%(100.0)-Mar. 8, 2007

14,000 100.0%-

Life Insurance Co., Ltd.

Tokio Millennium Re (UK)
LimitedKiln Group Limited

Property andcasualty
insurance
Property andcasualty
insurance

Kiln Underwriting Limited

London, U.K. Property andcasualty
insurance
Tokio Marine Underwriting London, U.K. Property and
Limitedcasualty
insurance
Life insurance
Tokio Marine Bluebell Re
Douglas,Limited
Isle of Man

25

Tokio Marine Asia Pte. Ltd. Singapore,
Singapore

Holding company Mar. 12, 1992

38,513 100.0%-

Asia General Holdings
LimitedSingapore,
Singapore

Holding company Feb. 24, 1971

4,943

92.4%
(92.4)-

Tokio Marine Insurance
Singapore Ltd.

Singapore,
Singapore

July 11, 1923

6,591 100.0%(100.0)-

Tokio Marine Life
Insurance Singapore Ltd.

Singapore,
Singapore

Property andcasualty
insurance
Life insurance

May 21, 1948

2,372

85.4%
(85.4)-

Tokio Marine Life
Insurance Malaysia Bhd.

Kuala
Lumpur,MalaysiaLife insurance

Feb. 11, 1998

2,748 100.0%(100.0)-

Tokio Marine Seguradora
S.A.

Sao Paulo,
BrazilJune 23, 1937

13,878 100.0%-

Tokio Millennium Re Ltd.

Hamilton,
BermudaMar. 15, 2000

20,787 100.0%(100.0)-

Tokio Marine Financial
Solutions Ltd.

GeorgeTown,
CaymanIslands

Property andcasualty
insurance
Property andcasualty
insurance
Derivatives
business

Dec. 4, 1997

1,178 100.0%(100.0)-Notes: 1. This table sets forth major subsidiaries and affiliates accounted for by the equity method.
2. Millea Nihon Kosei SS Insurance Co., Ltd. was renamed Tokio Marine Millea SAST
Insurance Co., Ltd. as of July 1, 2010.
3. First Insurance Company of Hawaii Ltd. is included in the table due to an increase inimportance.
4. Tokio Marine Global Ltd. was renamed Tokio Millennium Re (UK) Limited as of January 1,
2011.
5. Tokio Marine Underwriting Limited is included in the table due to an increase in importance.
6. TM Asia Life Singapore Ltd. was renamed Tokio Marine Life Insurance Singapore Ltd. as ofAugust 31, 2010.
7. TM Asia Life Malaysia Bhd. was renamed Tokio Marine Life Insurance Malaysia Bhd. as ofJune 22, 2010.
8. Sino Life Insurance Co., Ltd. was excluded from the table because it is no longer a
consolidated affiliate of the Company.
9. The yen amounts of paid-in capital of subsidiaries and affiliates located outside Japan havebeen translated at the currency exchange rate as of the closing date of the fiscal year of theCompany.
10. Figures in brackets shown under Tokio Marine Holdings's voting rights reflect Tokio Marine
Holdings' indirectly held ownership ratio in the respective subsidiary.

26

(9) The Group's acquisition and transfer of businessNone.
(10) Other Important Matters Concerning the Current State of the GroupNone.

2. Matters Concerning Directors and Corporate Auditors(1) Directors and corporate auditors (As of March 31, 2011)
Name
Kunio Ishihara

Position and assigned
dutiesDirector and Chairman of
the Board

Other major occupations and other matters
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

Shuzo Sumi

Representative Director
and President

Representative Director and President of Tokio
Marine & Nichido

Daisaku Honda

Representative Directorand Executive Vice
President

Director of Matsuya Co., Ltd. (outside director)

In charge of Corporate
Accounting Dept.,
Personnel Planning Dept.,
Internal Control Dept.,
Risk Management Dept.
and Internal Audit Dept.
Hiroshi Amemiya

Representative Directorand Executive Vice
President
In charge of Domestic
Business Development
Dept., Corporate Planning
Dept. and Legal Dept.

Shin-Ichiro Okada

Senior Managing Director
Overall supervision ofoverseas insurance
business; in charge ofInternational Business
Development Dept.
(management of North
America, European andMiddle Eastern regions
and reinsurance
27

Senior Managing Director of Tokio Marine &Nichidooperations)

Masashi Oba

Managing Director

Managing Director of Tokio Marine & Nichido

In charge of Financial
Planning Dept.
Minoru Makihara

Director(outside director)

Special Advisor of Mitsubishi Corporation
Director of Mitsubishi Logistics Corporation(outside director)
Director of Mitsubishi UFJ Morgan Stanley
Securities Co., Ltd. (outside director)

Hiroshi Miyajima

Director

Representative Director and President of Nisshin
Fire

Kunio Ito

Director(outside director)

Professor, Graduate School of Commerce andManagement, Hitotsubashi University
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)

Akio Mimura

Director(outside director)

Representative Director and Chairman of Nippon
Steel Corporation
Director of Development Bank of Japan Inc.
(outside director)
Director of the Innovation Network Corporation ofJapan (outside director)
Director of Nisshin Seifun Group Inc. (outside
director)

Toshifumi Kitazawa

Director

Representative Director and President of Tokio
Marine & Nichido Life

Toshiro Yagi

Standing Corporate
Auditor

Tetsuo Kamioka

Standing Corporate
AuditorMr. Kamioka, as a director of Tokio Marine &Nichido Life, was in charge of accounting
department and has expertise in finance andaccounting.

Shigemitsu Miki

Corporate Auditor(outside corporate auditor)

Senior Advisor of The Bank of Tokyo-Mitsubishi
UFJ, Ltd.
Director of Mitsubishi Electric Corporation (outside
director)
Director of Kirin Holdings Company, Limited(outside director)
Director of Mitsubishi Logistics Corporation(outside director)
Corporate Auditor of Mitsubishi Motors Corporation(outside corporate auditor)
Corporate Auditor of Nippon Steel Corporation(outside corporate auditor)

28

Hiroshi Fukuda

Corporate Auditor(outside corporate auditor)

Attorney-at-law

Yuko Kawamoto

Corporate Auditor(outside corporate auditor)

Professor, Waseda Graduate School of Finance,
Accounting and Law
Director of Resona Holdings, Inc. (outside director)
Director of Yamaha Motor Co., Ltd. (outside
director)
Director of Monex Group, Inc. (outside director)
Director of Osaka Securities Exchange Co., Ltd.
(outside director)

Yasuo Yaoita

Standing Corporate
AuditorResigned effective as of June 28, 2010

Notes:1. Outside directors and outside corporate auditors qualify as those defined by Article 2,paragraph 3, item 5 of the Enforcement Regulations of the Companies Act of Japan.
2. Mr. Minoru Makihara, Dr. Kunio Ito, Mr. Akio Mimura, Mr. Shigemitsu Miki, Mr. Hiroshi
Fukuda and Ms. Yuko Kawamoto are “independent directors/auditors” as specified by the
Tokyo Stock Exchange, Inc. and other stock exchanges in Japan.

(2) Remuneration and Other Compensation to Directors and Corporate Auditors

Directors

Number of persons to receive
remuneration and other compensation
14 persons

Remuneration and other compensation
325 million yen

Corporate
Auditors

6 persons99 million yen

Total

20 persons

424 million yen

Notes 1: “Number of persons to receive remuneration and other compensation” includes three
directors and one corporate auditor who retired from office at the close of the 8th ordinary
general meeting of shareholders held on June 28, 2010.
2: “Remuneration and other compensation” includes the amounts paid to the three directors andone corporate auditor referred to in “Note 1” above.
3: Remuneration in connection with share acquisition rights is described below.
Directors:
52 million yen
Corporate Auditors: 17 million yen
Total:
70 million yen
4: Maximum amount of remuneration as determined by the resolution of the general meeting ofshareholders is described below.

Directors

Maximum amount of remuneration as determined by the resolution of the general
meeting of shareholders
Monthly remuneration: 25 million yen per month

Remuneration in connection with share acquisition rights: 70 million yen per year
Corporate
Auditors

Monthly remuneration: 10 million yen per month
Remuneration in connection with share acquisition rights: 30 million yen per year29

TotalMonthly remuneration: 35 million yen per month
Remuneration in connection with share acquisition rights: 100 million yen per year

3. Matters Concerning Outside Directors and Outside Corporate Auditors(1) Other Assignments (As of March 31, 2011)
Name

Other assignments

Minoru Makihara(outside director)

Director of Mitsubishi Logistics Corporation (outside director)
Director of Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. (outside director)

Kunio Ito(outside director)

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)

Akio Mimura(outside director)

Representative Director and Chairman of Nippon Steel Corporation
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)

Shigemitsu Miki(outside corporate
auditor)Director of Mitsubishi Electric Corporation (outside director)
Director of Kirin Holdings Company, Limited (outside director)
Director of Mitsubishi Logistics Corporation (outside director)
Corporate Auditor of Mitsubishi Motors Corporation (outside corporate auditor)
Corporate Auditor of Nippon Steel Corporation (outside corporate auditor)

Yuko Kawamoto(outside corporate
auditor)Director of Resona Holdings, Inc. (outside director)
Director of Yamaha Motor Co., Ltd. (outside director)
Director of Monex Group, Inc. (outside director)
Director of Osaka Securities Exchange Co., Ltd. (outside director)

Notes: 1. Outside directors and outside corporate auditors qualify as those defined by Article 2,paragraph 3, item 5 of the Enforcement Regulations of the Companies Act of Japan.
2. Mitsubishi Electric Corporation has business transactions related to OA equipment with theCompany. The Company has listed its shares on Osaka Securities Exchange Co., Ltd.
3. Insurance subsidiaries of the Company has considerable amounts of insurance transactions
with Mitsubishi Logistics Corporation, Sharp Corporation, Mitsubishi Corporation, Nitto
Denko Corporation, Nippon Steel Corporation, Nisshin Seifun Group Inc., Mitsubishi Electric
Corporation, Kirin Holdings Company, Limited, Mitsubishi Motors Corporation and Yamaha
Motor Co., Ltd. and their subsidiaries, etc.

(2) Principal Activities
Current term
Name
in officeMinoru Makihara(outside director)

9 years

Attendance of board
meetings etc.

Major activities including theremarks made at board meetings etc.

Attended 8 of the 10 boardof directors' meetings held
during the fiscal year ended
March 31, 2011.

He has fulfilled his supervisory
functions by asking for detailed
explanations and making remarks ona timely basis, based on his insight asa company manager which has beenacquired through many years ofexperience in a management role.

30

Kunio Ito(outside director)

Akio Mimura

1year and 9monthsAttended 9 of the 10 boardof directors' meetings held
during the fiscal year ended
March 31, 2011.

He has fulfilled his supervisory
functions by asking for detailed
explanations and making remarks ona timely basis, based on his insight asa specialist in businessadministration which has beenacquired through many years of
involvement in academic activities.

9 months

After assuming theposition, attended all 8
board of directors' meetings
held in the fiscal year ended
March 31, 2011.

He has fulfilled his supervisory
functions by asking for detailed
explanations and making remarks ona timely basis, based on his insight asa company manager which has beenacquired through many years ofexperience in a management role.

9 years

Attended 9 of the 10 boardof directors' meetings, and 9of the 10 board of corporate
auditors' meetings held
during the fiscal year ended
March 31, 2011.

He has fulfilled his audit functions
by asking for detailed explanations
and making remarks on a timely
basis, based on his insight as acompany manager which has beenacquired through many years ofexperience in a management role.

4 year and 9monthsAttended all 10 board of
directors' meetings, and all
10 board of corporate
auditors' meetings held
during the fiscal year ended
March 31, 2011.

He has fulfilled his audit functions
by asking for detailed explanations
and making remarks on a timely
basis, based on his insight acquired
through many years of experience asa diplomat and as a Justice of theSupreme Court of Japan.

4 year and 9monthsAttended all 10 board of
directors' meetings, and all
10 board of corporate
auditors' meetings held
during the fiscal year ended
March 31, 2011.

She has fulfilled her audit functions
by asking for detailed explanations
and making remarks on a timely
basis, based on her insight onbusiness management which has
been acquired through many years ofexperience as a consultant andinvolvement in academic activities.

(outside director)

Shigemitsu Miki(outside corporate
auditor)Hiroshi Fukuda(outside corporate
auditor)

Yuko Kawamoto(outside corporate
auditor)

Notes: 1. Outside directors and outside corporate auditors qualify as those defined by Article 2,paragraph 3, item 5 of the Enforcement Regulations of the Companies Act of Japan.
2. Current term in office is the length of the term held as of March 31, 2011.
3. Description in the "Attendance of board meetings etc." and "Major activities including theremarks made at board meetings etc." columns includes matters in connection with the boardof corporate auditors' meetings as well as the board of directors' meetings.
4. All of the 10 board of directors' meetings held during the fiscal year ended March 31, 2011,were ordinary meetings. All of the 10 board of corporate auditors' meetings held during the
fiscal year ended March 31, 2011 were ordinary meetings.

31

(3) Limitation of Liability
Name

Outline of the contract to limit liability

Minoru Makihara (outside director)
Kunio Ito (outside director)
Akio Mimura (outside director)
Shigemitsu Miki (outside corporate auditor)
Hiroshi Fukuda (outside corporate auditor)
Yuko Kawamoto (outside corporate auditor)

In accordance with the provisions of Article 427,
paragraph 1 of the Companies Act of Japan, the Company
has entered into an agreement with the persons listed inthis table to limit their liability provided for in Article 423,
paragraph 1 of the Companies Act of Japan. The limitationof liability under the agreement is the higher of either 10
million yen or the amount provided in Article 425,
paragraph 1 of the Companies Act of Japan.

Note: Outside directors and outside corporate auditors qualify as those defined by Article 2, paragraph3, item 5 of the Enforcement Regulations of the Companies Act of Japan.

(4) Remuneration and Other Compensation

Total amount of
remuneration andothercompensation

Number of persons toreceive remunerationand other compensation

Remuneration received
from the insurance
holding company

Remuneration received from theparent company, etc. of theinsurance holding company

7 persons

53 million yen-

Notes: 1. "Number of persons to receive remuneration and other compensation" includes one outside
director who retired from office at the closing of the 8th ordinary general meeting ofshareholders held on June 28, 2010.
2. "Remuneration received from the insurance holding company" includes the amount paid to
one outside director referred to in "Note 1" above.
3. Of the "Remuneration received from the insurance holding company", remuneration inconnection with share acquisition rights was 9 million yen.
4. The breakdown of the remuneration is as follows.
- Outside directors: 4 persons, 26 million yen- Outside corporate auditors: 3 persons, 27 million yen(5) Comments of Outside Directors and Outside Corporate Auditors
None.

4. Matters Concerning Common Share(1) Number of Shares (As of March 31, 2011)
Total number of shares authorized to be issued: 3,300,000 thousand shares
Total number of the issued shares: 804,524 thousand shares (including 37,704 thousand
treasury shares)(2) Total Number of Shareholders (As of March 31, 2011)
95,50932

(3) Major shareholders (As of March 31, 2011)
Capital contribution
to the Company
Shareholders
Number ofshares held

Ratio ofshares held

thousand shares%

Japan Trustee Services Bank, Ltd. (Trust Account)

44,741

5.8

The Master Trust Bank of Japan, Ltd. (Trust Account)

44,145

5.8

Meiji Yasuda Life Insurance Company

19,1792.5

SSBT OD05 OMNIBUS ACCOUNT-TREATY CLIENTS

15,877

2.1

The Bank of Tokyo-Mitsubishi UFJ, Ltd.

15,6952.0

Japan Trustee Services Bank, Ltd. (Trust Account 9)14,391

1.9

Trust & Custody Services Bank, Ltd. as a trustee for Mizuho
Trust Retirement Benefits Trust Account for Mitsubishi Heavy
Industries, Ltd.

14,074

1.8

Moxley & Co.

14,012

1.8

Tokai Nichido Employee Stock Ownership Plan

11,041

1.4

The Master Trust Bank of Japan, Ltd. Retirement Benefits
Trust Account for Mitsubishi Corporation

10,832

1.4

Notes: 1. The 14,074 thousand shares held by Trust & Custody Services Bank, Ltd. as a trustee for Mizuho
Trust Retirement Benefits Trust Account for Mitsubishi Heavy Industries Ltd. are an asset entrusted
by Mitsubishi Heavy Industries, Ltd. for its retirement benefits trust.
2. Moxley & Co. is the corporate nominee holder of common share deposited for the issuance of ADRs.
3. The 10,832 thousand shares held by The Master Trust Bank of Japan, Ltd. Retirement Benefits Trust
Account for Mitsubishi Corporation are an asset entrusted by Mitsubishi Corporation for its
retirement benefits trust.
4. The Company holds 37,704 thousand treasury shares but is not included in "Shareholders" column inthe table. During the fiscal year ended March 31, 2011, the Company repurchased 20,629 thousand
shares of its own common share from the market (aggregate purchase price: 49,999 million yen)pursuant to the resolutions of its board meetings.
5. The ratio of shares held is calculated after deducting 37,704 thousand treasury shares held by theCompany.

(Composition ratio by type of shareholders)
Financial institutions:
Financial instruments firms:
Other domestic companies:
Foreign companies:
Individuals and others:

39.5%
1.4%
7.9%
33.0%
18.2%

(The number of outstanding shares as of March 31, 2011: 804,524 thousand shares)33

5. Matters Concerning Share Acquisition Rights(1) Share Acquisition Rights held by Directors and Corporate Auditors of the Insurance
Holding Company as of the End of the Fiscal Year

Outline of the share acquisition rights

Directors(except outside
directors)

The July 2005 Share Acquisition Rights (a share option scheme
under a stock-linked compensation plan)- The number of the share acquisition rights held by:
Directors (except outside directors): 7
Outside directors: 1
Corporate Auditors: 6- Class and number of shares to be issued upon exercise of theshare acquisition rights: 7,000 common shares (500 shares shallbe issued upon exercise of each share acquisition right.)

Number of
persons holding
the shareacquisitionrights8 persons

The July 2006 Share Acquisition Rights (a share option scheme
under a stock-linked compensation plan)- The number of the share acquisition rights held by:
Directors (except outside directors): 4
Outside directors: 0
Corporate Auditors: 7- Class and number of shares to be issued upon exercise of theshare acquisition rights: 5,500 common shares (500 shares shallbe issued upon exercise of each share acquisition right.)
Outside Directors

Corporate Auditors

The July 2007 Share Acquisition Rights (a share option scheme
under a stock-linked compensation plan)- The number of the share acquisition rights held by:
Directors (except outside directors): 54
Outside directors: 3
Corporate Auditors: 44- Class and number of shares to be issued upon exercise of theshare acquisition rights: 10,100 common shares (100 sharesshall be issued upon exercise of each share acquisition right.)
The August 2008 Share Acquisition Rights (a share option
scheme under a stock-linked compensation plan)- The number of the share acquisition rights held by:
Directors (except outside directors): 71
Outside directors:3
Corporate Auditors: 51- Class and number of shares to be issued upon exercise of theshare acquisition rights: 12,500 common shares (100 sharesshall be issued upon exercise of each share acquisition right.)
The July 2009 Share Acquisition Rights (a share option scheme
under a stock-linked compensation plan)- The number of the share acquisition rights held by:
Directors (except outside directors): 139
Outside directors:12
Corporate Auditors: 88- Class and number of shares to be issued upon exercise of theshare acquisition rights: 23,900 common shares (100 shares
34

3 persons

5 personsshall be issued upon exercise of each share acquisition right.)
The July 2010 Share Acquisition Rights (a share option scheme
under a stock-linked compensation plan)- The number of the share acquisition rights held by:
Directors (except outside directors): 205
Outside directors:21
Corporate Auditors: 77- Class and number of shares to be issued upon exercise of theshare acquisition rights: 30,300 common shares (100 sharesshall be issued upon exercise of each share acquisition right.)

Notes: 1. The July 2005 Share Acquisition Rights (a share option scheme under a stock-linked
compensation plan) were issued with especially favorable terms to directors (including nonmembers of the board) and corporate auditors of Tokio Marine Holdings and its major
subsidiaries (collectively referred to as the "Directors and Corporate Auditors"), pursuant to
Articles 280-20 and 280-21 of the former Commercial Code. The status of the shareacquisition rights as of March 31, 2011 and the outline of the share acquisition rights are as
follows:- Status as of March 31, 2011
The number of the share acquisition rights: 58
Class and number of shares to be issued upon exercise of the share acquisition rights:
29,000 common shares (500 shares shall be issued upon exercise of each share acquisitionrights.)- Outline of the share acquisition rights
Issue price: Issued without receipt of monetary consideration
Amount to be paid upon the exercise of the share acquisition rights: 1 yen per share
Exercise period: 30 years from the allotment of the share acquisition rights
Conditions for the exercise of the share acquisition rights: Share acquisition rights held by
any of the "Directors and Corporate Auditors" that he/she received in his/her capacity as adirector (including a non-member of the board) or a corporate auditor of the relevant
entity may only be exercised after he/she has retired from any position as a director(including a non-member of the board) or corporate auditor of such entity.
2. The July 2006 Share Acquisition Rights (a share option scheme under a stock-linked
compensation plan), the July 2007 Share Acquisition Rights (a share option scheme under astock-linked compensation plan) , the August 2008 Share Acquisition Rights (a share option
scheme under a stock-linked compensation plan), the July 2009 Share Acquisition Rights (ashare option scheme under a stock-linked compensation plan) and the July 2010 Share
Acquisition Rights (a share option scheme under a stock-linked compensation plan) were
issued to the Directors and Corporate Auditors offsetting their monetary remuneration claims
as a consideration for their service in the respective companies, pursuant to Article 238,
paragraphs 1 and 2 and Article 240 of the Companies Act of Japan. The status of the shareacquisition rights as of March 31, 2011 and the outline of the share acquisition rights are set
forth in the table below.

35

Number ofshareacquisitionrights (asof March
31, 2011)
Class andnumber ofshares to
be issued
upon
exercise of
the shareacquisitionrights (asof March
31, 2011)
Amountpayable atissuance
Amount to
be paid
upon theexercise of
the shareacquisitionrightsExerciseperiodConditions
for theexercise of
the shareacquisitionrightsThe July 2006
Share
Acquisition
Rights (ashare option
scheme undera stock-linked
compensation
plan)

The July 2007
Share
Acquisition
Rights (ashare option
scheme undera stock-linked
compensation
plan)

The August
2008 Share
Acquisition
Rights (ashare option
scheme undera stock-linked
compensation
plan)

The July 2009
Share
Acquisition
Rights (ashare option
scheme undera stock-linked
compensation
plan)

The July 2010
Share
Acquisition
Rights (ashare option
scheme undera stock-linked
compensation
plan)

51

371

803

1,809

2,386

25,500commonshares (500
shares shall be
issued upon
exercise ofeach shareacquisitionrights.)37,100commonshares (100shares shall be
issued upon
exercise ofeach shareacquisitionrights.)80,300commonshares (100shares shall be
issued upon
exercise ofeach shareacquisitionrights.)180,900
commonshares (100shares shall be
issued upon
exercise ofeach shareacquisitionrights.)238,600
commonshares (100shares shall be
issued upon
exercise ofeach shareacquisitionrights.)2,013,506 yen

491,700 yen

353,300 yen

237,600 yen

234,400 yen

1 yen per share

30 years from the allotment of the share acquisition rights
Share acquisition rights held by any of the "Directors and Corporate Auditors" thathe/she received in his/her capacity as a director (including a non-member of theboard) or a corporate auditor of the relevant entity may only be exercised after
he/she has retired from any position as a director (including a non-member of theboard) or corporate auditor of such entity.

3. Directors of the Company who were also directors (including non-members of the board) of theCompany's major subsidiaries at the time of the issuance of the share acquisition rights have beenallotted share acquisition rights in their capacity as directors (including non-members of the board) of
these companies. The number of such share acquisition rights held by directors of the Company(excluding outside directors) as of March 31, 2011 is as follows.
The July 2005 Share Acquisition Rights: 23
The July 2006 Share Acquisition Rights: 14
The July 2007 Share Acquisition Rights: 59
The August 2008 Share Acquisition rights: 120
The July 2009 Share Acquisition rights: 204
The July 2010 Share Acquisition rights: 21036

(2) Share Acquisition Rights Allotted to Employees, etc. during the Fiscal Year

Outline of the share acquisition rights

Number of
persons who
were allottedshare acquisitionrightsEmployees

The July 2010 Share Acquisition Rights (a share option scheme
under a stock-linked compensation plan)- The number of the share acquisition rights: 103- Class and number of shares to be issued upon exercise of theshare acquisition rights: 10,300 common shares (100 shares shallbe issued upon exercise of each share acquisition rights.)

6

Directors, corporate
auditors andemployees ofsubsidiaries

The July 2010 Share Acquisition Rights (a share option scheme
under a stock-linked compensation plan)- The number of the share acquisition rights: 1,682- Class and number of shares to be issued upon exercise of theshare acquisition rights: 168,200 common shares (100 sharesshall be issued upon exercise of each share acquisition rights.)

66

Notes: 1. The above table shows July 2010 Share Acquisition Rights (a share option scheme under astock-linked compensation plan) allotted to employees, directors, corporate auditors andemployees of the Company's subsidiaries by offsetting their monetary remuneration claims
accrued as a consideration for their service in the respective subsidiaries.
"Employees" in the above table are corporate officers (excluding who are also directors) of
the Company.
2. The above table does not include 210 rights of the July 2010 Share Acquisition Rights (ashare option scheme under a stock-linked compensation plan) allotted to the directors of theCompany who were also directors (including non-members of the board) of the Company's
major subsidiaries at the time of the issuance of the share acquisition rights, which wereallotted in their capacity as directors (including non-members of the board) of thesecompanies by offsetting their monetary remuneration claims accrued as a consideration for
their service in the respective companies.
3. The above table does not include 88 rights of the July 2010 Share Acquisition Rights (a shareoption scheme under a stock-linked compensation plan) allotted to the corporate officers of
the Company (excluding those who are also directors of the Company) at the time of theissuance of the share acquisition rights, which were allotted in their capacity as directors(including non-members of the board) of these companies by offsetting their monetary
remuneration claims accrued as a consideration for their service in the respective companies.

37

6. Matters Concerning the Independent Auditor(1) Independent Auditor (PricewaterhouseCoopers Aarata)
Name

Remuneration for the fiscal year ended
March 31, 2011

Other matters

132 million yen-

Designated Partners:
Chikakuni Yoshida
Takashi Idesawa
Takaaki Ino

Notes: 1.The audit engagement letter entered into between the Company and the independent auditor
does not clearly distinguish between the remuneration for audit services required by theCompanies Act of Japan and the remuneration for a part of audit services required by the
Financial Instruments and Exchange Act of Japan for these services are practicallyinseparable.
2. The total amount of cash and other financial benefits payable to the independent auditor by
the Company and its subsidiaries is 793 million yen.

(2) Limitation of Liability
None.
(3) Other matters Concerning the Independent Auditor
a. Policy regarding dismissals or decisions not to reappoint an independent auditor
The Company has adopted a policy regarding decisions on dismissing or not reappointing an
independent auditor as described below.
The Board of Corporate Auditors shall consider dismissing or not reappointing an
independent auditor if the independent auditor falls under any of the items of Article 340,
paragraph 1 of the Companies Act of Japan or if there are any issues that question thesuitability of the independent auditor. If the Board of Corporate Auditors concludes that theindependent auditor should be dismissed or not be reappointed, the Board shall either dismiss
the independent auditor by itself, or shall request the Board of Directors to submit a proposal
to the General Meeting of Shareholders to dismiss or not to reappoint the independent auditor.
b. Audit of financial statements of major subsidiaries of the insurance holding company
conducted by audit firms other than the independent auditor of the insurance holding
company
The financial statements of overseas subsidiaries and affiliates are audited by audit firms
overseas, including the member firms of PricewaterhouseCoopers which is affiliated with
PricewaterhouseCoopers Aarata.
7. Basic Policy Regarding Persons Who Control the Company's Decisions on Financial
Matters and Business Policies
The Company has not adopted such a policy at this time.

38

8. System to assure appropriate business operations
The Company shall establish basic policies for internal controls in accordance with theCompanies Act of Japan and its Ordinance for Enforcement, as follows:
1. System for ensuring proper operations within the Tokio Marine Group (the “Group”)(1) Based upon the "Tokio Marine Group Corporate Philosophy", the Company, as the holding
company presiding over the businesses of the Group, by establishing both the Group's
basic policies for the administration of Group companies and a system of reporting to theBoard of Directors, shall develop the Company's management system for all the Group
companies.
a. The Company shall administer the business of Group companies under its direct
management (“Subsidiaries and Others”) by concluding business managementagreements with them and through other means.
(a) The Company shall provide Subsidiaries and Others with the Group's basic policies
that form the fundamentals of the Group's management strategies and theCompany's management.
(b) Business strategies, business projects and other important plans by Subsidiaries andOthers shall be subject to the Company’s prior approval.
(c) Subsidiaries and Others shall report to the Company their initiatives based on theGroup’s basic policies and the progress of their business plans.
b. The business management of Group companies other than Subsidiaries and Others shall,in principle, be made through Subsidiaries and Others.
(2) The Company shall establish the Group's basic policies for accounting, grasp its
consolidated financial position and the Group companies’ financial positions, and develop
systems for obtaining approval from, and submitting reports to, shareholders andsupervisory organizations and submitting tax returns to authorities in a proper manner.
(3) The Company shall establish the Group's basic policies for internal controls over financial
reporting and develop systems for ensuring the appropriateness and reliability of financial
reporting.
(4) The Company shall establish the Group’s basic policies for disclosure, and develop
systems for disclosing information on corporate activities in a timely and proper manner.
(5) The Company shall establish the Group's basic policies for management of intragrouptransactions and develop systems for such transactions.
2. System for ensuring the execution of professional duties in accordance with applicablelaws, regulations and the Articles of Incorporation(1) The Company shall establish the Group's basic policies for compliance and develop
compliance systems.
a. The Company shall establish a department supervising compliance.
b. The Company shall formulate "Group Code of Conduct" and ensure that all directors
and employees of the Group respect such code of conduct and give top priority tocompliance in all phases of the Group's business activities.
c. The Company shall have Subsidiaries and Others prepare compliance manuals andwidely promote compliance within the Group by means of training on laws, regulations,internal rules and other matters which all directors and employees of the Group must
respect.
39

d. The Company shall establish reporting rules in the event of a violation of laws,
regulations or internal rules within any of the Subsidiaries and Others and, in addition tousual reporting routes, set up hotlines (an internal whistle-blower system) to an internaland external organization and while keeping all directors and employees of the Group
well informed as to the use of the system.
(2) The Company shall establish the Group's basic policies for the protection of customers’interests and maintain a customer-oriented policy in all phases of business in order tomaintain a system for the protection of customers' interests.
(3) The Company shall establish the Group's basic policies for information security
management and develop such systems.
(4) The Company shall establish the Group's basic policies against antisocial factions andgroups, and in association with lawyers, police and other professionals, maintain its
systems against such antisocial factions and groups, and respond to them in an organized
and uncompromising manner by severing relationships with them and refusing unfair
demands.
(5) The Company shall establish an internal audit department separate and independent ofother departments, establish the Group's basic policies for internal audits of the Group andmaintain systems for efficient and effective internal audits within the Company and Group
companies.
3. System for risk management(1) The Company shall establish the Group's basic policies for risk management and maintainrisk management systems.
a. The Company shall establish a department supervising risk management.
b. The Company shall perform risk management by following the basic processes of risk
identification, evaluation and control, contingency planning and assessment of outcomesthrough risk monitoring and reporting.
c. The Company shall have each of the Subsidiaries and Others perform risk management
appropriate to its types of business and its risk characteristics.
(2) The Company shall establish the Group's basic policies for integrated risk management
and perform quantitative risk management across the entire Group to maintain credit
ratings and prevent bankruptcies.
(3) The Company shall establish the Group's basic policies for crisis management andmaintain systems for crisis management.
4. System for ensuring efficient execution of professional duties(1) The Company shall formulate a medium-term management plan and an annual plan(including numerical targets, etc.) for the Group.
(2) The Company shall establish rules regarding the exercise of authority and construct anappropriate organizational structure for achieving its business purposes in order to realize
efficient execution of operations through a proper division of responsibilities and a chainof command.
(3) The Company shall formulate rules for and establish a "Management Meeting", composedof directors, executive officers and other relevant persons, that shall discuss and report onimportant management issues.
(4) The Company shall establish an Internal Control Committee that shall formulate various
40basic policies and other measures concerning the Group's internal control systems,
evaluate their progress, discuss how to improve them, and promote their development.
(5) The Company shall establish the Group’s basic policies for IT governance, and develop
systems for achieving IT governance.
(6) The Company shall establish the Group's basic policies for personnel matters with a viewto enhancing productivity and corporate value through comprehensive efforts to enhance
employees' satisfaction and pride in their work and promoting fair and transparent
personnel management linked with proper performance evaluation.
5. System for preserving and managing information concerning the execution of directors'
dutiesThe Company shall establish rules for the preservation of documents and other materials.
The minutes of important meetings and documents containing material information
regarding the execution of duties by the directors and the executive officers shall bepreserved and managed appropriately in accordance with such rules.
6. Matters concerning support personnel to the corporate auditors and their independence
from the directors(1) The Company shall establish the Corporate Auditor's Office under the direct control of thecorporate auditors for the purpose of supporting them in the performance of their duties.
Upon request of the corporate auditors, the Company shall assign full-time employees
having sufficient knowledge and ability to support the corporate auditors.
(2) Employees assigned to the Corporate Auditor's Office shall perform duties ordered by the
corporate auditors and other work necessary for proceeding with audits, and such
employees shall have the right to collect information necessary for audit purposes.
(3) Performance evaluations, personnel transfers and disciplinary action concerning such
employees shall be made with the approval of the standing corporate auditors.
7. System of reporting to the corporate auditors(1) Directors and employees shall regularly report to the corporate auditors on management,
financial condition, compliance, risk management, internal audits and other matters, and in
the event that they detect a material violation of laws, regulations or internal rules, or afact likely to cause considerable damage to the Company, they shall immediately report
thereof to the corporate auditors.
(2) Directors and employees shall regularly report to the corporate auditors on matters such as
how the hot lines (the internal whistle-blower system) are used and important reports andconsultations made.
8. Other systems for ensuring effective audits by the corporate auditors(1) The corporate auditors shall attend meetings of the Board of Directors, have the right toattend "Management Meetings" and other important meetings and committees, and express
their opinions.
(2) The corporate auditors shall have the right to inspect at any time the minutes of important
meetings and other important documents relating to decisions approved by the directors
and the executive officers.
(3) Directors and employees shall, at any time upon the request of the corporate auditors,
41

explain matters concerning the execution of their duties.
(4) The Internal Audit Department shall strengthen its coordination with the corporate
auditors by assisting in the audit process and through other means.
(Note) Board of directors' meetings held on December 22, 2010 and February 14, 2011 resolved to amend theCompany's basic policies for internal controls effective on April 1, 2011, as stated above.

9. Matters Concerning Accounting Advisers (Kaikei Sanyo)
None.
10. Other Matters
None.

42

Consolidated Balance Sheet as of March 31, 2011
(Yen in millions)
As of March 31, 2011
(Assets)
Cash and bank deposits
Call loans
Receivables under resale agreement
Receivables under security borrowing transactions
Monetary receivables bought
Money trusts
Securities
Loans
Tangible fixed assets
Land
Buildings
Construction in progress
Other tangible fixed assets
Intangible fixed assets
Software
Goodwill
Other intangible fixed assets
Other assets
Deferred tax assets
Customers' liabilities under acceptancesand guarantees

398,488
207,541
121,967
30,7251,080,670
14,056
12,173,088
482,899
313,760
144,590
139,144
6,604
23,421
344,479
4,841
258,022
81,616
1,160,925
149,030
72,547-21,536
16,528,644

Reserve for bad debts
Total assets(Liabilities)

11,868,495
1,363,211
10,505,284
125,079
2,144,469
1,375,838
768,631
166,199

Underwriting funds
Outstanding claims
Underwriting reserves
Corporate bonds
Other liabilities
Payables under security lending transactions
Other liabilities
Reserve for retirement benefits
Reserve for retirement benefits for directors andcorporate auditors

18
22,42465,855Reserve for employees' bonuses
Reserve under the special law

65,855Reserve for price fluctuation

37,864
121,21372,547
14,624,167

Deferred tax liabilities
Negative goodwill
Acceptances and guarantees
Total liabilities(Net assets)

150,000
1,135,510-109,749
1,175,760

Share capital
Retained earnings
Treasury shares
Total shareholders' equity
Unrealized gains on securities, net of taxes

822,481Deferred gains/losses on hedge transactions

16,483-128,181
710,783

Foreign currency translation adjustments
Total accumulated other comprehensive income

1,426
16,506
1,904,477
16 528 644
16,528,644

Share acquisition rights
Non-controlling interests
Total net assets
Total liabilities and net assets

43Consolidated Statement of Income for the fiscal year ended March 31, 2011
(Yen in millions)Year ended March 31, 2011
Ordinary income

3,288,605

Underwriting income

2,874,082

Net premiums written

2,272,117

Deposit premiums from policyholders

125,301

Investment income on deposit premiums frompolicyholders

64,997

Life insurance premiums

405,361

Other underwriting income

6,304

Investment income

347,757

Interest and dividends

219,951

Gains on investment in money trusts

46

Gains on trading securities

11,737

Gains on sales of securities

137,446

Gains on redemption of securities

1,222

Gains on derivatives

30,405

Other investment income

11,945

Transfer of investment income on deposit premiums-64,997

Other ordinary income

66,766

Amortization of negative goodwill

10,250Equity in earnings of affiliates

2,343

Other ordinary income

54,172

Ordinary expenses

3,162,018

Underwriting expenses

2,512,937

Net claims paid

1,339,724

Loss adjustment expenses

93,749Agency commissions and brokerage

448,444

Maturity refunds to policyholders

273,929

Dividends to policyholders

509

Life insurance claims

166,253

Provision for outstanding claims

176,563

Provision for underwriting reserves

7,016

Other underwriting expenses

6,744

Investment expenses

105,798

Losses on investment in money trusts

75

Losses on sales of securities

13,694

Impairment losses on securities

24,559Losses on redemption of securities

4,635

Losses on separate accounts

28,282Other investment expenses

34,550Operating and general administrative expenses

534,487

Other ordinary expenses

12,660Interest paid

4,502

Provision of reserve for bad debts

729

Losses on bad debts

149

Amortization of deferred assets under Article
113 of the Insurance Business Law
Other ordinary expenses

1,061
6,217

Deferred expenses under Article 113 of the Insurance
Business Law
Ordinary profit or losses
Extraordinary gains-3,865
126,587
5,360

Gains on disposal of fixed assets

2,980

Profit from negative goodwill result

55

Gains on changes in equity of affiliates

76

Other extraordinary gains

2,247

Extraordinary losses

24,263Losses on disposal of fixed assets

4,253

Impairment losses on fixed assets

5,390

Provision for reserve under the special law

4,454

Provision of reserve for price fluctuation
Losses on adjustment for changes of accounting standard
for asset retirement obligations
Other extraordinary losses

3,029

Income before income taxes

4,454

7,135
107,684

Income taxes - current

59,752

Income taxes - deferred-25,538

Total income taxes

34,213

Income before non-controlling interests

73,470Non-controlling interests

1,546

Net income

71,92444

Consolidated Statement of Changes in Shareholders' Equity for the fiscal year ended March 31, 2011
(Yen in millions)Year ended March 31, 2011

Shareholders' equity
Share capital
Beginning balance
Changes during the year
Total changes during the year
Ending balance
Retained earnings
Beginning balance
Changes due to the change of accounting policies applied to foreign affiliates
Changes during the year
Dividends
Net income
Disposition of treasury shares
Changes in the scope of equity method affiliates
OthersTotal changes during the year
Ending balance
Treasury share
Beginning balance
Changes during the year
Repurchase of treasury shares
Disposition of treasury shares
Total changes during the year
Ending balance
Total shareholders' equity
Beginning balance
Changes due to the change of accounting policies applied to foreign affiliates
Changes during the year
Dividends
Net income
Repurchase of treasury shares
Disposition of treasury shares
Changes in the scope of equity method affiliates
OthersTotal changes during the year
Ending balance

45

150,000
150,000
1,098,403
6,264-39,904
71,924
-70
-799
-307
30,841
1,135,510-59,481-50,587319-50,267-109,749
1,188,921
1 188 921
6,264
-39,904
71,924-50,587
249
-799
-307
-19,425
1,175,760

Consolidated Statement of Changes in Shareholders' Equity for the year ended March 31, 2011
(Yen in millions)Year ended March 31, 2011

Accumulated other comprehensive income
Unrealized gains on securities, net of tax
Beginning balance
Changes during the year
Net changes in items other than shareholders' equity
Total changes during the year
Ending balance
Deferred gains/losses on hedge transactions
Beginning balance
Changes during the year
Net changes in items other than shareholders' equity
Total changes during the year
Ending balance
Foreign currency translation adjustments
Beginning balance
Changes during the year
Net changes in items other than shareholders' equity
Total changes during the year
Ending balance
Share acquisition rights
Beginning balance
Changes during the year
Net changes in items other than shareholders' equity
Total changes during the year
Ending balance
Non-controlling interests
Beginning balance
Changes during the year
Net changes in items other than shareholders' equity
Total changes during the year
Ending balance
Total net assets
Beginning balance
Changes due to the change of accounting policies applied to foreign affiliates
Changes during the year
Dividends
Net income
Repurchase of treasury shares
Disposition of treasury shares
Changes in the scope of equity method affiliates
OthersNet changes in items other than shareholders' equity
Total changes during the year
Ending balance

1,037,168-214,686-214,686
822,481
12,7003,782
3,782
16,483-69,825-58,355-58,355-128,181
1,102
324
324
1 426
1,426
14,727
1,778
1,778
16,5062,184,795
6,264-39,904
71,924-50,587
249
-799
-307
-267,157-286,582
1,904,477(Note) “Others” for the fiscal year ended March 31, 2011 consisted mainly of reclassification adjustments of tax effects
initially appraised in accordance with accounting policies adopted by overseas consolidated subsidiaries.

46

Notes to Consolidated Financial Statements

Significant matters related to consolidated financial statements
1. Scope of consolidation(1) Number of consolidated subsidiaries: 58 companies
Names of major consolidated subsidiaries:
Tokio Marine & Nichido Fire Insurance Co., Ltd.
Nisshin Fire & Marine Insurance Co., Ltd.
Tokio Marine & Nichido Life Insurance Co., Ltd.
Tokio Marine & Nichido Financial Life Insurance Co., Ltd.
Tokio Marine Millea SAST Insurance Co., Ltd.
Philadelphia Consolidated Holding Corp.
Philadelphia Indemnity Insurance Company
Tokio Millenium Re (UK) Limited
Kiln Group Limited
Kiln Underwriting Limited
Tokio Marine Underwriting Limited
Tokio Marine Bluebell Re Limited
Tokio Marine Asia Pte. Ltd.
Asia General Holdings Limited
Tokio Marine Insurance Singapore Ltd.
Tokio Marine Life Insurance Singapore Ltd.
Tokio Marine Life Insurance Malaysia Bhd.
Tokio Marine Seguradora S.A.
Tokio Millennium Re Ltd.
Tokio Marine Financial Solutions Ltd.
International Marine Insurance Managers SA (Pty) Ltd is excluded from the consolidation
beginning with the fiscal year ended March 31, 2011 because it has been dissolved.
Additionally, there were following name changes of subsidiaries during the fiscal year ended
March 31, 2011.
Old
TM Asia Life Malaysia Bhd.
Millea Nihon Kosei SS Insurance Co.,Ltd.
TM Asia Life Singapore Ltd.
Tokio Marine Global Ltd.

New
Tokio Marine Life Insurance Malaysia
Bhd.
Tokio Marine Millea SAST InsuranceCo., Ltd.
Tokio Marine Life Insurance Singapore
Ltd.
Tokio Millennium Re (UK) Limited

Effective dateJune 22, 2010
July 1, 2010
August 31, 2010
January 1, 2011

(2) Names of major non-consolidated subsidiaries
Tokio Marine & Nichido Adjusting Service Co., Ltd. and Tokio Marine Capital Co., Ltd. are
non-consolidated subsidiaries of the Company. Each non-consolidated subsidiary is small in scalein terms of total assets, sales, net income or loss for the period and retained earnings. As suchnon-consolidated subsidiaries are not considered to materially affect any reasonable determination47

as to the Group’s financial condition and results of operations and are excluded from theconsolidation.
2. Application of the equity method(1) Number of affiliates accounted for by the equity method: 3 companies
Names of major affiliates accounted for by the equity method:First Insurance Company of Hawaii, Ltd.
Sino Life Insurance Co., Ltd. is no longer an affiliate accounted for by the equity method becauseof a decrease in the ratio of the Company's voting rights associated with an allocation of newshares to a third party. In addition, Praesidio Risk Managers (Pty) Ltd. is no longer an affiliate
accounted for by the equity method as all of its shares previously held by the Company throughsubsidiaries were sold during the fiscal year ended March 31, 2011.
(2) The non-consolidated subsidiaries (Tokio Marine & Nichido Adjusting Service Co., Ltd., Tokio
Marine Capital Co., Ltd., etc.) and other affiliates (IFFCO-TOKIO General Insurance Co., Ltd.,etc.) have not been accounted for by the equity method because these companies have had a minor
effect on the Company’s consolidated net income or loss and retained earnings for the fiscal year
ended March 31, 2011 and are not considered material as a whole.
(3) The Company owns 30.1% of the total voting rights of Japan Earthquake Reinsurance Co., Ltd.
through Tokio Marine & Nichido and Nisshin Fire. The Company does not consider Japan
Earthquake Reinsurance Co., Ltd. to be its affiliate since it believes that it can not exert asignificant influence on any policy making decisions of Japan Earthquake Reinsurance Co., Ltd.’s
operations given the highly public nature of the company.
(4) With regard to any company accounted for by the equity method that has a different closing datefrom that of the consolidated financial statements, the financial statements of that company for its
fiscal year are used for presentation in the consolidated financial results.
Changes in accounting principles
The Company has applied "Accounting Standard for Equity Method of Accounting for Investments"(ASBJ Statement No.16, March 10, 2008) and "Practical Solution on Unification of Accounting
Policies Applied to Associates Accounted for Using the Equity Method" (PITF No.24, March 10,2008) from the fiscal year ended March 31, 2011 and implemented the adjustments required for its
consolidated financial reporting.
The impact of the changes described above on ordinary profit and income before income taxes for the
fiscal year ended March 31, 2011 is considered immaterial.
3. Closing date of consolidated subsidiaries
The closing date of the fiscal year for one of the domestic consolidated subsidiaries and 48 overseas
consolidated subsidiaries is December 31. Since the differences in the closing dates do not exceed
three months, the financial statements of the consolidated subsidiaries as of December 31 are used forpresentation in the accompanying consolidated financial statements. As for any significant transactions
taking place during the period between the subsidiaries’ closing dates and the consolidated closing
date, necessary adjustments are made for consolidation purposes.

48

4. Accounting policies(1) Valuation of securities
a. Trading securities are valued by the mark-to-market method, with the costs of their sales being
calculated on the moving-average method.
b. Bonds held to maturity are recorded by using the amortized cost method (straight-line method)
based on the moving-average method.
c. Bonds earmarked for policy reserves are recorded by using amortized cost method (straight-line
method) based on the moving-average method, in accordance with the Industry Audit Committee
Report No. 21 “Temporary Treatment of Accounting and Auditing Concerning Securities
Earmarked for Policy Reserve in Insurance Industry” issued by the Japanese Institute of Certified
Public Accountants (the “JICPA”), November 16, 2000.
Bonds earmarked for policy reserves are recognized in the amount of 255,214 million yen on the
consolidated balance sheet as of March 31, 2011. The fair value thereof is 266,162 million yen.
Following is a summary of the risk management policy concerning bonds earmarked for policy
reserves.
In order to control interest rate fluctuation risks relating to assets and liabilities, Tokio Marine &Nichido Life divides their policy reserves into following subgroups: "dollar-denominated policy
reserve for deferment period of individual annuity insurance (denominated in U.S. dollars) withfloating cancellation refund linked with market interest rates", "policy reserve for deferment
period of individual annuity insurance with floating interest rates", "policy reserve for lump sum
deposit-type whole-life insurance denominated in U.S. dollars with floating interest rates" "policy
reserve for lump sum deposit-type whole-life insurance with floating interest rates" and "policy
reserve for lump sum deposit-type individual annuity insurance". Tokio Marine & Nichido Life
maintains the policy to match the duration of policy reserves of each subgroup and bonds
earmarked for the policy reserve within certain time range.
d. Other securities with fair value are recorded by the mark-to-market method based upon themarket price on the closing date.
The total amount of unrealized gains/losses on such securities is directly added to net assets withcosts of sales being calculated on the moving-average method.
e. Other securities for which the fair value is difficult to ascertain are recorded at cost determined by
the moving-average method.
f. Equity shares in non-consolidated subsidiaries and affiliates that are not subject to the equity
method are recorded at cost determined by the moving-average method.
g. Securities held in individually managed money trusts that are invested as trusted assets arerecorded by the mark-to-market method.

49

(2) Valuation of derivative financial instruments
Derivative financial instruments are accounted for by the mark-to-market method.
(3) Depreciation method for tangible fixed assets
Depreciation of tangible fixed assets owned by the Company and its domestic consolidated
subsidiaries is computed using the declining balance method. However, depreciation of buildings(excluding auxiliary facilities attached to such buildings, etc.) that were acquired on or after April 1,
1998 is computed using the straight-line method.
(4) Depreciation method for intangible fixed assets
Depreciation of intangible fixed assets procured through acquisitions of overseas subsidiaries isrecorded over the period of time for which the Company expects such subsidiaries contribute to theCompany, and in accordance with the form of such contribution.
(5) Accounting policies for significant reserves and allowances
a. Reserve for bad debts
In order to provide for losses from defaults, domestic consolidated subsidiaries of the Company
establish reserves for bad debts in accordance with internal asset self-assessment and asset write-off
rules as detailed below.
For claims against any debtor who has legally, technically, or substantially become insolvent (due tobankruptcy, special liquidation or suspension of transactions at draft clearinghouses, etc.), reserves arecalculated based on the amount of any such claim minus the amount expected to be collectible from
disposal of collateral or performance of applicable guarantees.
For claims against any debtor who is likely to become insolvent in the foreseeable future, reserves arecalculated based on the amount of any such claim minus the amount expected to be collectible from
disposal of collateral, performance of applicable guarantees or the relevant debtor himself, taking into
consideration the overall solvency assessment of the relevant debtor.
For claims other than those described above, reserves are provided based on the amount of claims
multiplied by the expected default rate, which is computed based on historical loan loss experience in
certain previous periods.
For specified overseas claims, the amount of projected losses arising from political or economic
conditions in the relevant countries is recorded as reserves for specified overseas claims.
In addition, all claims are assessed by the asset accounting department and the asset management
department in accordance with the internal rules of asset self-assessment. Subsequently, the asset
auditing department, which is independent from other asset-related departments, audits the results ofassessment by the other asset-related departments. Reserves for bad debts are recorded based on suchassessment results and audits stated above.
b. Reserve for retirement benefits
To provide for employees’ retirement benefits, the Company and its domestic consolidated subsidiaries

50

have recorded the amount deemed to be incurred at the end of the fiscal year ended March 31, 2011
based on the projected retirement benefit obligations and related pension assets at the end of the fiscal
year ended March 31, 2011.
Prior service costs are charged to expenses in each subsequent consolidated fiscal year by using thestraight-line method over a certain term (12-14 years) within the average remaining service years of
the employees when such costs were incurred.
Actuarial differences are charged to expenses in the subsequent consolidated fiscal year by using thestraight-line method over a certain term (1-14 years) within the average remaining service years of theemployees.
c. Reserve for retirement benefits for directors and corporate auditors
Some domestic consolidated subsidiaries set aside a reserve for retirement benefits for their directors
and corporate auditors in the amount considered to be accrued as of the end of the fiscal year ended
March 31, 2011, which is calculated in accordance with their internal remuneration regulations.
d. Reserve for employees’ bonuses
To provide for payment of bonuses to employees, the Company and its major consolidated domestic
subsidiaries maintain reserves for employees' bonuses based on the expected amount to be paid.
e. Reserve for price fluctuation
Domestic consolidated insurance subsidiaries maintain reserves under Article 115 of the Insurance
Business Law of Japan in order to provide for possible losses or damages arising from pricefluctuation of stock, etc.
(6) Accounting for consumption tax, etc.
The Company and its domestic consolidated subsidiaries account for consumption tax, etc. by the
tax-excluded method. However, domestic consolidated insurance subsidiaries account for expenses
such as operating and general administrative expenses by the tax-included method.
In addition, any non-deductible consumption tax, etc incurred in connection with assets is included inother assets (as suspense payments) and is amortized over five years using the straight-line method.
(7) Accounting for significant lease transactions
With the exception of transactions in which ownership of leased properties was deemed to betransferred to lessees, the Company accounted for finance lease transactions of its domestic
consolidated subsidiaries with lease periods commencing prior to April 1, 2008 under the accounting
policy applied to normal lease transactions.
(8) Hedge accounting
a. Interest rate
To mitigate interest rate fluctuation risks associated with long-term insurance policies, Tokio Marine &Nichido and Tokio Marine & Nichido Life conduct asset liability management to control such risks byevaluating and analyzing financial assets and insurance liabilities simultaneously.

51

As for interest rate swap transactions that are used to manage such risks, Tokio Marine & Nichido andTokio Marine & Nichido Life apply deferred hedge accounting to the swap transactions based upon
the Industry Audit Committee Report No. 26, “Accounting and Auditing Treatments related to
Adoption of Accounting for Financial Instruments in the Insurance Industry” (issued by the JICPA,
September 3, 2002 - hereinafter called “Report No. 26”).
Effectiveness is not evaluated for hedge treatments that are believed to have high hedge effectiveness,because the Company groups hedged insurance liabilities with the interest rate swaps that are thehedge instruments, based on the period remaining for the instruments.
Any deferred gains as of the end of March 2003 that were calculated based on the Industry Audit
Committee’s Report No.16, "Accounting and Auditing Treatments related to Adoption of Accounting
for Financial Instruments in the Insurance Industry" (issued by the JICPA, March 31, 2000), which
was applicable prior to the application of Report No. 26, are accounted for by Tokio Marine & Nichidousing the straight-line method over the remaining hedging period (1-17 years). Tokio Marine &Nichido Life also uses the straight-line method to account for such deferred gains as of the end of
March 2002 over the remaining hedging period (6-10 years). The accounting treatments for suchdeferred gains are based on the transitional measures in Report No. 26. Deferred gains under thistreatment as of March 31, 2011 were 26,701 million yen and the amount accounted for in the
consolidated financial statements for the fiscal year ended March 31, 2011 was 2,850 million yen.
b. Foreign exchangeWith regard to some of Tokio Marine & Nichido’s currency swap and forward transactions, whichhave been entered into for the purpose of hedging foreign exchange risk associated with assets
denominated in foreign currencies, (a) fair value hedge accounting and/or (b) matching treatment are
applied. The hedge effectiveness is not evaluated for hedging treatments that are believed to have highhedge effectiveness, such as in cases where hedging tools and hedged instruments share the same
important characteristics.
(9) Matters concerning amortization of goodwill and negative goodwill
Goodwill recognized as an asset on the consolidated balance sheet is amortized in the following
manner. The goodwill in connection with Philadelphia Consolidated Holding Corp. and Kiln Group
Limited is amortized over 20 years and 10 years, respectively, using the straight-line method. Other
goodwill is amortized over 10 to 15 years using the straight-line method. Other goodwill in small
amounts are amortized at one time.
Negative goodwill that arose on or before March 31, 2010 is recognized as a liability on the
consolidated balance sheet and amortized over 20 years using the straight-line method.
(10) Accounting for deferred assets under Article 113 of the Insurance Business Law
The Company evaluated the amount of provisions for and amortization of deferred assets under Article
113 of the Insurance Business Law for E. design Insurance Co., Ltd.

Changes in significant matters related to consolidated financial statements
1. The Company has applied "Accounting Standard for Asset Retirement Obligations" (ASBJ

52

Statement No.18, March 31, 2008) and "Guidance on Accounting Standard for Asset Retirement
Obligations" (ASBJ Guidance No.21, March 31, 2008) from the fiscal year ended March 31, 2011.
As a result of application of the standard and guidance stated above, ordinary profit decreased by
193 million yen, and income before income taxes decreased by 3,222 million yen, respectively. In
addition, the application of the standard and guidance as of the current fiscal year resulted in a
3,813-million-yen change in asset retirement obligations.
2. The Company has applied "Accounting Standard for Business Combinations" (ASBJ Statement
No.21, December 26, 2008), "Accounting Standard for Consolidated Financial Statements" (ASBJ
Statement No.22, December 26, 2008), "Partial Amendments to Accounting Standard for Researchand Development Costs" (ASBJ Statement No.23, December 26, 2008), "Revised AccountingStandard for Business Divestitures" (ASBJ Statement No.7, December 26, 2008), "Revised
Accounting Standard for Equity Method of Accounting for Investments" (ASBJ Statement No.16,
December 26, 2008), and "Revised Guidance on Accounting Standard for Business Combinations
and Accounting Standard for Business Divestitures" (ASBJ Guidance No. 10, December 26, 2008)
from the fiscal year ended March 31, 2011.

Changes in presentations
Consolidated balance sheet and consolidated statement of changes in shareholder's equity
As a result of the adoption of the format in the exibit of "Enforcement Ordinance of Insurance
Business Law" (Ordinance of the Ministry of Finance No.5, 1996) following the revision by "Cabinet
Office Ordinance for Partial Amendment to the Enforcement Ordinance of the Banking Law" (Cabinet
Office Ordinance No.5 , March 25, 2011), the items "Valuation and translation adjustments" and"Total valuation and translation adjustments" appeared in the financial statements for the fiscal year
ended March 31, 2010 are presented as "Accumulated other comprehensive income" and "Total
accumulated other comprehensive income" respectively from the fiscal year ended March 31, 2011.
Consolidated statement of income
As a result of the adoption of the "Cabinet Office Ordinance for Partial Amendment to Rules
Concerning Terminology, Formats and Preparation of Consolidated Financial Statements" (Cabinet
Office Ordinance No.5 , March 24, 2009), based on "Accounting Standard for Consolidated Financial
Statements" (ASBJ Statement No. 22, December 26, 2008), the item "Income before non-controllinginterests" started to be presented from the fiscal year ended March 31, 2011.

Notes to consolidated balance sheet
1. Accumulated depreciation of tangible fixed assets is 333,484 million yen and advanced depreciationof such assets is 22,993 million yen.
2. Of all loans and receivables, the total amount of loans to borrowers in bankruptcy, past due loans,loans contractually past due for three months or more, and restructured loans is 13,096 million yen.
The breakdown is set forth below.
(1) The amount of loans to borrowers in bankruptcy is 756 million yen.
Loans that are past due for a certain period, or for other reasons, are generally placed on non-accrual53

status when substantial doubt is considered to exist as to the ultimate collectibility either of principal
or interest ("Non-accrual status loans"; however, any part of bad debt written-off is excluded.). Loansto borrowers in bankruptcy represent non-accrual status loans that fall within the definitions provided
in Article 96, paragraph 1, subparagraph 3 (a) to (e) (maximum amount transferable to reserve for bad
debts) and subparagraph 4 of the Enforcement Ordinance of the Corporation Tax Law (Ordinance No.
97, 1965).
(2) The amount of past due loans is 8,097 million yen.
Past due loans are non-accrual status loans, other than those to borrowers in bankruptcy, or those on
which interest payments are deferred in order to assist business restructuring of the borrowers.
(3) The amount of loans contractually past due for three months or more is 12 million yen.
Loans contractually past due for three months or more are defined as loans on which any principal orinterests payments are delayed for three months or more from the date following the due date. Loansclassified as loans to borrowers in bankruptcy and past due loans are excluded from this category.
(4) The amount of restructured loans is 4,229 million yen.
Restructured loans are loans on which concessions (e.g. reduction of the original interest rate, deferralof interest payment, extension of the maturity date, forgiveness of debt) are granted to borrowers infinancial difficulties to assist them in their corporate restructuring by improving their ability to repay
creditors. Restructured loans do not include loans classified as loans to borrowers in bankruptcy, past
due loans or loans past due for three months or more.
3. The value of assets pledged as collateral totals 363,909 million yen in securities, 27,961 million yen
in savings deposits, and 617 million yen in buildings. Collateralized debt obligations are held to thevalue of 65,342 million yen in outstanding claims, 60,114 million yen in underwriting reserve and23,825 million yen in other debts (including foreign reinsurance related debts, etc.).
4. Securities received in connection with securities borrowing transactions have a fair value of 46,103
million yen.
5. Securities include securities lent under loan agreements of 1,434,845 million yen.
6. The outstanding balance of undrawn committed loans is as follows.

Total loan commitments
Balance of drawn committed loans
Undrawn loan commitments(Yen in millions)
62,0686,488
55,579

7. The amount of both assets and liabilities for special account as prescribed in Article 118 of the
Insurance Business Law of Japan totals 2,192,259 million yen.
8. Total investment in non-consolidated affiliates is 93,560 million yen.
9. Tokio Marine & Nichido guarantees the liabilities of some of its subsidiaries. The balance of theguarantee to its subsidiaries as of March 31, 2011 is as follows:

54

(Yen in millions)
TNUS Insurance Company
14
Tokio Marine Compaňía de Seguros, S.A. de C.V.
2,232
Tokio Marine Pacific Insurance Limited
2,133
The Tokio Marine & Nichido Fire Insurance Company (China) Limited
720
Total
5,101
10. Other assets include 10,555 million yen of deferred assets under Article 113 of the Insurance
Business Law of Japan.

Notes to consolidated statement of income
1. Major components of business expenses(Yen in millions)
Agency commissions, etc.
403,999
Salaries
222,448
Business expenses consist of "Loss adjustment expenses", "Operating and general administrative
expenses" and "Agency commissions and brokerage" as shown in the accompanying consolidated
statement of income.
2. The main components of other extraordinary gains are gains on sales of shares of affiliates
amounting to 1,538 million yen and reversal of reserve for retirement of tangible fixed assets
amounting to 630 million yen.
3. The Company recognized impairment losses on the following properties during the fiscal year
ended March 31, 2011.
Purpose of use
Properties forbusiness use(nursing careservices)
Properties for rent
Idle or potential
disposal
properties

Category

LocationLand,
buildings andothers7 properties
including nursing
care facilities in
Meguro-ku, Tokyo
A building in
Maebashi-shi,Gunma
43 properties
including recreation
facilities in
Izumi-shi, OsakaLand,
buildings andothersLand,buildings andothers

Total

Impairment loss (Yen in millions)
Land
Building Others
Total
146
304
26
476

37

778

49

864

2,716

1,331

0

4,048

2,899

2,414

76

5,390

Classification of properties: (a) properties used for the insurance business and other businesses aregrouped by each business unit; and (b) other properties including properties for rent and idle orpotential disposal properties and properties used for nursing care services are grouped based on theirprimary uses on an individual basis.

55

The total amount of projected future cash flow generated from the nursing care services fell below thebook values of the properties used for these services. Consequently, the Company wrote off the excessof the book values of such properties over the recoverable values and recognized such write offs asimpairment losses in extraordinary losses. The Company calculated the recoverable value of therelevant property by discounting projected future cash flows at a rate of 6.0 percent.
Due mainly to decline in the real estate market, book values of some properties for rent and idle orpotential disposal properties fell below the recoverable values. Consequently, the Company wrote off
the excess of the book values of such properties over the recoverable values and recognized any such
write off as impairment losses in extraordinary losses. Recoverable values are either the higher of the
net sales price or the utility values of each property. Net sales price is the market value assessed byreal estate appraisers minus anticipated expenses for disposal of the relevant properties. The Company
calculated the utility values of the relevant properties by discounting projected future cash flows at a
rate of 9.6 percent.
4. The main components of other extraordinary losses are 3,663 million yen of impairment losses oninvestment of affiliates and 2,495 million yen of losses on termination of a real property lease.

Notes to consolidated statement of changes in shareholders' equity
1. Class and number of issued shares and treasury share
Number ofshares as ofMarch 31, 2010

Increase during
the fiscal year
ended March 31,
2011(Unit: thousand shares)
Decrease during Number ofshares as of
the fiscal year
ended March 31, March 31, 2011
2011

Issued shares
Common share
Total
Treasury share

804,524804,524--804,524804,524

Common share
Total

16,91916,91920,877
20,87792
92

37,70437,704Note 1. The increase of 20,877 thousand treasury shares is primarily attributable to acquisition of
20,629 thousand shares to implement financial policies.
2. The decrease of 92 thousand treasury shares is primarily attributable to the allotments ofshares in connection with exercises of share acquisition rights which decreased treasury
share by 81 thousand.
2. Share acquisition rights (including those owned by the Company)
Category

Nature of share acquisition rights

Amount as of March 31, 2011
(yen in millions)

The Company(parent company)

Share acquisition rights as shareoptions

1,426

3. Dividends

56

(1) Amount of dividends
Resolution
Ordinary general
meeting ofshareholders heldon June 28, 2010
Meeting of theboard of directors
held on November
19, 2010

Class ofshare

Total amountof dividends
paid(yen inmillions)

Amount ofdividends per
share
(yen)

Record dateCommonshare

20,47726

March 31,2010

June 29,
2010

Commonshare

19,42625

September
30, 2010

December 7,
2010

Effectivedate(2) Dividends of which the record date falls within the fiscal year ended March 31, 2011, and of which
the effective date falls after March 31, 2011.
The Company intends to obtain approval for the following dividend payment at the 9th Ordinary
General Meeting of Shareholders to be held on June 27, 2011.

Resolution

Class of
share

Total
amount ofdividends
paid(yen inmillions)

Source ofdividends

Amount ofdividends
per share(yen)

Recorddate

Effective
date

Ordinary general
meeting ofshareholders to beheld on June 27, 2011

Commonshare

19,170Retainedearnings

25

March 31,2011

June 28,
2011

Information on financial instruments
1. Qualitative information on financial instruments
The Group's core operation is its insurance business and it generally makes investments based on cash
inflows mainly arising from insurance premiums. Investment assets are managed in two categories,
which are "Assets backing insurance liabilities" corresponding to long-term insurance contracts suchas deposit type insurance and annuity, and "Other".
With regard to "Assets backing insurance liabilities", Asset Liability Management ("ALM") is appliedin order to ensure future payments for maturity-refunds and claims. Through ALM, the Group aims tomaximize the value of surplus ("Investment assets" minus "Insurance liabilities") by controlling theinterest rate risks with derivatives such as interest rate swaps to which insurance liabilities are exposedand by investing in bonds with high credit ratings.
With regard to "Other", the Group works toward diversification of investments and improvement ofinvestment efficiency in order to generate sustainable investment income, while maintaining liquidity
for future claims payments.

57

In major consolidated subsidiaries, the risk management department, which is independent of
departments executing investment transactions, quantitatively and qualitatively controls risks in orderto deal with such investment risks.
Through these approaches, the Group aims to minimize fluctuations in short-term gains and losses,
increase investment income in order to maximize net asset value in the mid-to-long-term, and maintainfinancial soundness.
2. Fair value of financial instruments
Table below shows the fair value of financial instruments excluding those without reasonably
measured fair value.
(Yen in millions)
Carrying amountshown on balance
Fair Value
Difference
sheet
(1)
Cash and bank deposits
398,488398,4923(2)
Call loans
207,541
207,541
Receivables under resale(3)
121,967
121,967
agreement
Receivables under security(4)30,72530,725borrowing transactions(5)
Monetary receivables bought
1,080,670
1,080,670(6)
Money trusts
14,056
14,056(7)
Securities
Trading securities
2,473,659
2,473,659
Bonds held to maturity
2,023,370
2,019,854-3,516
Bonds earmarked for policy
255,214
266,162
10,948reserves
Available for sale securities
7,109,025
7,109,025
(8)

(9)
(10)
(11)

Loans
Reserve for bad debts (*1)
Corporate bonds (*2)
Payables under security
lending transactions (*2)
Derivative assets andliabilities (*3)

386,723-10,302376,420389,210

12,789（125,079）（126,229）-1,150（1,375,838）（1,375,838）-

53,19453,194-(*1) Reserve for bad debts earmarked for loans are deducted from the carrying amount.
(*2) Items in liabilities are shown with ( ).
(*3) Derivative assets and liabilities are presented on a net basis. Debits and credits arising fromderivative transactions are netted and net credit position is shown with ( ).

(Note 1) Valuation method for financial instruments
AssetsWith regard to (1) Cash and bank deposits (excluding those defined as securities in "AccountingStandard for Financial Instruments" (ASBJ Statement No.10)), (2) Call loans, (3) Receivables
under resale agreement, and (4) Receivables under security borrowing transactions, the bookvalue is deemed as the fair value since it is scheduled to be settled in a short period of time andthe book value approximates the fair value.

58Regarding (7) Securities (including those in (1) Cash and bank deposits and (5) Monetary
receivables bought that are defined to be securities in "Accounting for Financial Instruments"(ASBJ Statement No.10) and securities in (6) Money trusts that are invested as trust funds) withquoted market price, the quoted closing price is used for listed shares and the price of theover-the-counter transactions is used for bonds. For securities with no quoted market price, thenet present value of the estimated future cash flows is applied as the fair value.
With regard to floating rate loans in (8) Loans, the book value is deemed as the fair value unlessthe borrower's credit standing has materially changed since the execution of the loan becauseinterest rate changes will be timely reflected in the future cash flows and the book value
approximates the fair value. For fixed rate loans, the fair value is measured as the net present
value of estimated future cash flows. For loans where borrowers are insolvent or in bankruptcy
proceedings, the estimated uncollectible debts are deducted from the carrying amount to get thefair value.
With regard to (9) Bonds, the price of the over-the-counter transactions is the fair value.
With regard to (10) Payables under security lending transactions, the book value is deemed as thefair value because it is scheduled to be settled in a short period of time and the book value
approximates the fair value.
With regard to (11) Derivative assets and liabilities with quoted market price, the quoted closing
price is used as the fair value. For derivative assets and liabilities with no quoted market price, thenet present value of the estimated future cash flows or the calculated price based on an option
pricing model is applied as the fair value.
(Note 2) Unlisted stocks and partnership investments comprised of unlisted stocks (Carrying amounton the consolidated balance sheet: 311,819 million yen) are not included in (7) Securities
because the fair value cannot be determined as they have no quoted market price and thefuture cash flow cannot be estimated.
Policy loans (Carrying amount on the consolidated balance sheet: 96,175 million yen) are
not included in (8) Loans because future cash flows cannot be estimated since it is arranged
under insurance policy and the amount is limited within repayment fund for cancellation
with no contractual maturity.

Information on Investment Property
1. Some of the consolidated subsidiaries hold office buildings and land mainly in Tokyo, Osaka andNagoya, some of which are leased out.
2. Fair value of investment property(Yen in millions)
Carrying amount shown on balance
sheet as of March 31, 2011

Fair value as of March 31, 2011

91,363

139,512(Notes) 1. Carrying amount is the amount that the accumulated depreciation and the accumulated
impairment losses are deducted from the acquisition cost.

592. Fair value as of March 31, 2011 is primarily based on appraisals by qualified external
valuers.

Per share information
Net assets per share
Net income per share

2,460.21 yen
92.49 yen60

Non-consolidated Balance Sheet as of March 31, 2011
(Yen in millions)
As of March 31, 2011
AssetsCurrent assets:
Cash and bank deposits
Prepaid expense
Deferred tax assets
Receivables
OthersTotal current assets
Fixed assets:
Tangible fixed assets
Buildings
Motor vehicles and transport equipment
Office equipment
Total tangible fixed assets
Intangible fixed assets
Telephone right
Total intangible fixed assets
Investments and other assets
Investments in subsidiaries and affiliates
Deferred tax assets
OthersTotal investments and other assets
Total non-current assets
Total assets
Liabilities
Current liabilities:
Accounts payable
Accrued expenses
Accrued income taxes
Accrued business office taxes
Accrued consumption tax
Deposits received
Reserve for bonus
Total current liabilities
Fixed liabilities:
Long-term accounts payable
Reserve for retirement benefit
Total fixed liabilities
Total liabilities
Net assets
Shareholders' equity:
Share capital
Capital surplus
Additional paid-in capital
OthersTotal capital surplus
Retained earnings
Other retained earnings
General reserve
Retained earnings carriedforward
Total retained earnings
Treasury share
Total shareholders' equity
Share acquisition rights
Total net assets
Total liabilities and net assets

61

13,9180232
25,462
14
39,629

152
8
35
197
0
0
2,442,812
270
16
2,443,099
2,443,297
2,482,926

388
244
226
10
55
15
312
1,253
36
185
222
1,475

150,000
1,511,485
86,487
1,597,973
841,800
732,275
109,525
841,800-109,749
2,480,024
1,426
2,481,451
2,482,926

Non-consolidated Statement of Income for the fiscal year ended March 31, 2011
(Yen in millions)Year ended March 31, 2011
Operating income:
Dividends received from subsidiaries and affiliates
Fees received from subsidiaries and affiliates
Total operating income

120,892
6,913
127,806

Operating expenses:
Operating and general administrative expenses

6,175

Total operating expenses

6,175

Operating profit

121,630

Non-operating income:Interest income

4Interest on securities

3

Gains on lapsed dividend payment obligation
Other non-operating income

152

Total non-operating income

26

Non-operating expenses:
Transaction fee for repurchase of treasury shares

27

Miscellaneous expenses

7

Total non-operating expenses

34

Ordinary profit

121,621Extraordinary gains:
Gains on sales of fixes assets

0

Total extraordinary gains

0Extraordinary losses:
Losses on sales of fixed assets

0

Impairment losses on investment of affiliates

41,299Total extraordinary losses

41,299

Income before income taxes

80,321

Income taxes-current

207

Income taxes-deferred-112

Total income taxes

95

Net income

80,22662

Non-consolidated Statement of Changes in Shareholders' Equity for the fiscal year ended March 31, 2011
(Yen in Millions)Shareholders' equity
Retained earnings
Other retained earnings

Capital surplus

Ending balance as of March 31, 2010

Share capital

Additional
paid-in capital

150,000

1,511,485

OthersGeneralreserve

86,557

Total

Treasury share shareholders'
Retained
equityearnings carriedforward782,275

19,203-59,4812,490,040-50,000

50,000-

Dividends-39,904-39,904

Net income

80,22680,226

Changes during the year
General reserve

Repurchase of treasury shares
Disposition of treasury shares-70-50,587-50,587319

249

Net changes in items other thanshareholders' equity
Total changes during the year
Ending balance as of March 31, 2011

-

-

-70

-50,000

90,321-50,267-10,015150,000

1,511,485

86,487732,275

109,525-109,749

2,480,024

ShareacquisitionrightsEnding balance as of March 31, 2010

1,102

Total net
assets2,491,142

Changes during the year
General reserve-

Dividends-39,904

Net income

80,226

Repurchase of treasury shares-50,587

Disposition of treasury shares249

Net changes in items other thanshareholders' equity
Total changes during the year
Ending balance as of March 31, 2011

324

324

324

-9,691

1,426

2,481,451

63

Notes to Non-consolidated Financial Statements
Significant accounting policies
1. Valuation of securities
Investments in subsidiaries and affiliates are stated at cost determined by the moving-averagemethod.
2. Depreciation for fixed assets
Depreciation of tangible fixed assets other than buildings (excluding auxiliary facilities attached tobuildings) is computed using the declining-balance method principally over the following useful
lives. Depreciation of buildings (excluding auxiliary facilities attached to buildings) is computed
using the straight-line method.
Equipment and furniture
Auxiliary facilities attached to buildings

3 to 15 years
8 to 18 years

3. Reserve(1) To provide for payment of bonuses to employees, the Company maintains a reserve for
employees’ bonuses based on the expected amount to be paid.
(2) To provide for employees’ retirement benefit payments, the Company maintains a reservefor employee's retirement benefits equal to the amount deemed to have incurred as of the end of
the fiscal year ended March 31, 2011.
4. Consumption taxes

Consumption taxes and local consumption taxes are accounted for by the tax-excluded method.

Notes to the non-consolidated balance sheet
1. Accumulated depreciation of tangible fixed assets:

275 million yen

2. Monetary claims against and debts owed to affiliates:
Monetary claims receivables
1,306 million yen
Debts payable
241 million yen
3. Debts payable to directors and corporate auditors:
Long-term debts payable64

36 million yen

Notes to the non-consolidated statement of income
Volume of transactions with affiliates:
Operating transactions
Operating income
Operating expenses
Transactions other than operating transactions

127,806 million yen
943 million yen
3 million yen

Notes to the statement of changes in shareholders' equity
Class and number of treasury share held by the Company as of March 31, 2011
Common share
37,704,676 shares

Tax effect accounting
Major components of deferred tax assets
Deferred tax assets
Impairment losses on investment in affiliates 32,298 million yen
Reserve for employees' bonuses
126 million yen
Share option
109 million yen
Reserve for retirement benefits
75 million yen
Others
191 million yen
Sub total
32,801 million yen
Valuation allowance-32,298 million yen
Total deferred tax assets
503 million yen
Net deferred tax assets
503 million yen

Per-share information
Net assets per share
Net income per share

3,234.16 yen
103.16 yen

65

Copy of Independent Auditor’s Report on Consolidated Financial Statements[English Translation]
Independent Auditor's Report
May 17, 2011
To the Board of Directors
Tokio Marine Holdings, Inc.
PricewaterhouseCoopers Aarata
Chikakuni Yoshida, CPA
Designated Partner and Engagement
Partner
Takashi Idesawa, CPA
Designated Partner and Engagement
Partner
Takaaki Ino, CPA
Designated Partner and Engagement
Partner
We have audited, in accordance with Article 444, paragraph 4 of the Companies Act of Japan,
the consolidated financial statements of Tokio Marine Holdings, Inc. (the "Company") for the
fiscal year that began on April 1, 2010 and ended on March 31, 2011. These financial statements
consist of a consolidated balance sheet, a consolidated statement of income, a consolidated
statement of changes in stockholders' equity and notes to consolidated financial statements.
These financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial statements based on our
audit as an independent auditor.
We conducted our audit in accordance with auditing standards generally accepted in Japan.
Those standards require that we obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement. An audit is performed on a test basis andincludes assessing the accounting principles used by management including how they areapplied and estimates made by management, as well as examining the overall presentation of
the consolidated financial statements. We believe that our audit provides a reasonable basis forour opinion.
In our opinion, the foregoing consolidated financial statements present fairly, in all material
respects, the financial position and the results of operations of the Company and its consolidated
subsidiaries for the period covered by the aforementioned financial statements in conformity
with accounting principles generally accepted in Japan.
Additional information:
1. As stated in "Significant matters related to consolidated financial statements", the Company
has applied "Accounting Standard for Equity Method of Accounting for Investments" and"Practical Solution on Unification of Accounting Policies Applied to Associates Accounted for
Using the Equity Method" from the fiscal year ended March 31, 2011.
2. As stated in "Changes in significant matters related to consolidated financial statements", theCompany has applied "Accounting Standard for Asset Retirement Obligations" and "Guidanceon Accounting Standard for Asset Retirement Obligations" from the fiscal year ended March 31,

66

2011.
Our firm and engagement partners have no interests in the Company that is required to bedisclosed pursuant to the provisions of the Certified Public Accountants Law of Japan.

67

Copy of Independent Auditor’s Report on Non-consolidated Financial
Statements[English Translation]
Independent Auditor's Report
May 17, 2011
To the Board of Directors
Tokio Marine Holdings, Inc.
PricewaterhouseCoopers Aarata
Chikakuni Yoshida, CPA
Designated Partner and Engagement
Partner
Takashi Idesawa, CPA
Designated Partner and Engagement
Partner
Takaaki Ino, CPA
Designated Partner and Engagement
Partner
We have audited, in accordance with Article 436, paragraph 2, item 1 of the Companies Act ofJapan, the non-consolidated financial statements of Tokio Marine Holdings, Inc. (the"Company") for its 9th fiscal year, that began on April 1, 2010 and ended on March 31, 2011.
These financial statements consist of a non-consolidated balance sheet, a non-consolidated
statement of income, a non-consolidated statement of changes in stockholders' equity, notes tonon-consolidated financial statements and supplementary schedules. These financial statements
and supplementary schedules are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements and supplementaryschedules based on our audit as an independent auditor.
We conducted our audit in accordance with auditing standards generally accepted in Japan.
Those standards require that we obtain reasonable assurance about whether the financial
statements and supplementary schedules are free of material misstatement. An audit isperformed on a test basis and includes assessing the accounting principles used by management
including how they are applied and estimates made by management, as well as examining theoverall presentation of the financial statements and supplementary schedules. We believe that
our audit provides a reasonable basis for our opinion.
In our opinion, the foregoing non-consolidated financial statements and supplementaryschedules present fairly, in all material respects, the financial position and the results ofoperations of the Company for the period covered by the aforementioned financial statements
and supplementary schedules in conformity with accounting principles generally accepted inJapan.
Our firm and engagement partners have no interests in the Company that is required to bedisclosed pursuant to the provisions of the Certified Public Accountants Law of Japan.

68Copy of the Audit Report of the Board of Corporate Auditors

Audit Report

Based on the audit reports received from each corporate auditor relating to the performance by
the Company's directors of their duties during the fiscal year that began on April 1, 2010 and
ended on March 31, 2011 and after consultations amongst our members, we, the undersigned
Board of Corporate Auditors, report as follows:
1. Details of the Methodology of the Audit Performed by Corporate Auditors
The Board of Corporate Auditors who has set the auditing policies, the auditing schedules andrelated matters, received from each corporate auditor audit reports detailing the performance ofeach corporate auditor in audits and the results thereof. The Board of Corporate Auditors also
received from each of the Company's directors and the Company's independent auditor reports
detailing the performance of their duties and asked for further explanation whenever necessary.
Each corporate auditor, pursuant to the auditing standards, the auditing policies and the auditingschedules set by the Board of Corporate Auditors, maintained good communications withdirectors, the internal audit department and other employees; committed themselves to gathering
information and improving the circumstances of the audit; attended meetings of the Board of
Directors and other important meetings; received reports detailing the performance of theirduties including responses to the Great East Japan Earthquake from directors and other
employees; asked for further explanations whenever necessary and inspected important
decision-making documents and thereby investigated the Company's business activities andfinancial position.
In addition, pursuant to the auditing standards set by the Board of Corporate Auditors for an
audit of the internal control system, each corporate auditor examined the details of theresolution of the meeting of the Board of Directors concerning (a) a governance framework toensure that the directors' performance of their duties are carried out in conformity with the laws
and the Articles of Incorporation; and (b) any other governance framework to ensure appropriate
business operations, as set forth in Article 100, paragraphs 1 and 3 of the Enforcement
Regulations of the Companies Act of Japan. Each of the corporate auditors also monitored andexamined the governance framework (internal control system) which was implemented by the
Board of Directors based on the aforementioned resolution. Concerning the internal control overfinancial reporting, each corporate auditor received from directors and PricewaterhouseCoopers
Aarata reports regarding the results of the assessment and audit on the internal control overfinancial reporting and asked for further explanations whenever necessary.
As for subsidiaries of the Company, each corporate auditor maintained good communications
and facilitated information sharing with directors, corporate auditors, the internal audit
department and other employees of the subsidiaries and received reports regarding the businessactivities of the subsidiaries whenever necessary.
We examined the business report included in this notice of convocation as well as the
supplementary schedules thereto for the fiscal year ended March 31, 2011 based on the69

aforesaid methods of audit.
Furthermore, each corporate auditor monitored and examined whether the Company's
independent auditor maintained independence from the Company and performed the audit
adequately, received from the Company's independent auditor a report concerning theperformance of that auditor's duties and asked for further explanations whenever necessary.
Additionally, each corporate auditor received a notice from the Company's independent auditor
stating that "a framework to ensure that independent auditors' performance of duties are carriedout properly" (consisting of matters enumerated in the items of Article 131 of the Regulations
for Financial Statements of Corporations) is established pursuant to "Quality Management
Standards Regarding Audits" (Corporate Accounting Council, October 28, 2005) and addressing
other standards concerned, and asked for further explanations whenever necessary.
Based on the methodology of the audit described above, we examined the non-consolidated
financial statements (balance sheet, statement of income, statement of changes in stockholders'equity and notes thereto) and the supplementary schedules thereto, and the consolidated
financial statements (balance sheet, statement of income, statement of changes in stockholders'equity and notes thereto) for the fiscal year ended March 31, 2011.
2. Results of Audit(1) Results of the audit of the business report and others(a) We found the business report and the supplementary schedules to present fairly the state of theCompany in accordance with applicable laws and regulations and the Articles of Incorporation of
the Company.
(b) In connection with the performance by directors of their duties, we found no dishonest act orviolation of applicable laws, regulations or the Articles of Incorporation of the Company.
(c) We found the resolution of the meeting of the Board of Directors with respect to the internal
control system to be appropriate. In addition, we have nothing to report on the directors'
performance of their duties in connection with the internal control system, including the internal
control over the financial reporting.

(2) Results of the audit of the non-consolidated financial statements and the supplementaryschedules thereto
We found the methodologies and the results of the audit conducted by the independent auditors,
PricewaterhouseCoopers Aarata, to be appropriate.
(3) Results of the audit of the consolidated financial statement
We found the methodologies and the results of the audit conducted by the independent auditors,
PricewaterhouseCoopers Aarata, to be appropriate.

May 18, 2011
Board of Corporate Auditors,
Tokio Marine Holdings, Inc.

70

Toshiro Yagi, Standing Corporate Auditor
Tetsuo Kamioka, Standing Corporate Auditor
Shigemitsu Miki, Corporate Auditor
Hiroshi Fukuda, Corporate Auditor
Yuko Kawamoto, Corporate Auditor
Note: Mr. Shigemitsu Miki, Mr. Hiroshi Fukuda and Ms. Yuko Kawamoto are the outside
corporate auditors, fulfilling the position prescribed by Article 2, item 16 of the Companies
Act of Japan.

71