[English Translation]
TOKIO MARINE HOLDINGS, INC.

Attachment to the "Notice of Convocation of
the 8th Ordinary General Meeting of Shareholders"Business Report for the Fiscal Year Ended March 31, 2010
(From April 1, 2009 to March 31, 2010)
1. Matters Concerning the Insurance Holding Company(1) Business Developments and Results
During the fiscal year ended March 31, 2010, the Japanese economy was characterized by thecontinued effects of the global downturn in the second half of the previous fiscal year. Although
growth in emerging economies contributed to an increase in exports and consumer spending
showed signs of recovery owing to the government's economic stimulus measures, the economy
was unable to achieve a self-sustaining recovery and difficult conditions persisted, represented bycontinued high levels of unemployment rate.

In the insurance industry, property and casualty insurance premiums decreased primarily
because of lower automobile sales volume, decreased goods flow and rate cuts in compulsory
automobile liability insurance. In the life insurance sector, the amount of life insurance-in-force
decreased due in part to the declining birthrate and the aging population.
In this environment, the Tokio Marine Group (the “Group”) has been implementing the“Innovation and Execution 2011” medium-term corporate strategy, beginning with the fiscal year
ended March 31, 2010, with a vision of becoming a “global corporate group maintaining growthby offering quality that customers select.” In accordance with the strategy, we aim to realize
sustainable earnings growth that originates in the improvement of the quality of our products,
services and business processes. We will also focus on allocating management resources inbusiness areas with high profitability and growth potential, as well as strengthening our business
management and administration system, which will allow us to demonstrate our competitivenessglobally.

Tokio Marine Holdings, Inc. (“Tokio Marine Holdings” or the “Company” or “We”) reported
improved consolidated business results as described below, primarily due to a significant decrease1

in impairment losses on securities, which the Company had posted in the previous period against
the backdrop of the impact of the financial crisis, partially offset by a decrease in underwriting
income largely due to the effects of the economic downturn.
On a consolidated basis, ordinary income amounted to 3,570.8 billion yen, an increase of 67.7
billion yen from the previous fiscal year. The main components of ordinary income were
underwriting income of 2,968.1 billion yen and investment income of 536.3 billion yen. Ordinary
profit increased by 218.5 billion yen to 203.4 billion yen. Net income was 128.4 billion yen for the
fiscal year ended March 31, 2010, an increase of 105.2 billion yen from the previous fiscal year.

Tokio Marine Holdings

On a non-consolidated basis, for the fiscal year ended March 31, 2010, Tokio Marine Holdings
received business management fees amounting to 6.7 billion yen and dividends totaling 25.6
billion yen from its subsidiaries and affiliates, resulting in operating income of 32.3 billion yen,and ordinary profit of 26.8 billion yen. Net income amounted to 44 million yen, however, mainly
because the Company posted an impairment losses on investment of affiliates as an extraordinary
loss attributable to an impairment losses on the equity securities of Tokio Marine & Nichido
Financial Life Insurance Co., Ltd. (“Tokio Marine & Nichido Financial Life”). The Company had
already included the pertinent extraordinary loss in amortizations of goodwill recorded in previous
fiscal year, and the extraordinary loss accordingly did not have any impact on the consolidated net
income for the period under review.

The Company seeks to enhance the management of subsidiaries by optimizing the allocation ofmanagement resources and strengthening internal control throughout the Group.

Domestic Property and Casualty Insurance Business
The following represents the operating results of Tokio Marine & Nichido Fire Insurance Co.,
Ltd. (“Tokio Marine & Nichido”) for the fiscal year ended March 31, 2010. Net premiums written
were 1,736.0 billion yen, a year-on-year decrease of 4.3 percent. Ordinary profit was 147.4 billion
yen, an increase of 77.7 billion yen, and net income was 94.4 billion yen, an increase of 23.3
billion yen, in each case as compared to the previous fiscal year.

Tokio Marine & Nichido is working on a new business renovation project for significantly
restructure its products, back-office procedure and systems.

2

Following the lead of the automobile insurance business in the previous fiscal year, we
substantially simplified fire insurance business operations and transferred administration of fire
insurance policies to a new system infrastructure in January 2010. The Company is striving tofurther enhance business efficiency through this project and to realize sustainable growth byproviding customers with competitive products and services. Additionally, Tokio Marine &Nichido is promoting the use of "TNet", a new agency system, to further improve the quality ofservice that agents offer to customers. The company has also established a new basic procedures
called “Multi-access” that utilize call centers and websites for insurance solicitation in order toenhance customer contacts.
With respect to the operating results of Nisshin Fire & Marine Insurance Co., Ltd. for the fiscal
year ended March 31, 2010, net premiums written were 131.8 billion yen, representing a decreaseof 3.0 percent from the previous fiscal year. Ordinary profit was 6.4 billion yen, an increase of
22.6 billion yen, and net income was 4.2 billion yen, an increase of 14.5 billion yen, in each caseas compared to the previous fiscal year.

E. design Insurance Co., Ltd., a joint business established with NTT FINANCECORPORATION, launched operations in June 2009 and is focused on sales of automobile
insurance using mobile networks, including cellular phones, and the Internet.

Domestic Life Insurance Business
As of March 31, 2010, Tokio Marine & Nichido Life Insurance Co., Ltd. (“Tokio Marine &Nichido Life”) recorded 20,469.8 billion yen in the amount of life insurance-in-force, anincrease of 1,395.2 billion yen from March 31, 2009, while the amount of newly signed life
insurance was 2,900.4 billion yen, a year-on-year increase of 15.7 percent. Ordinary profit was
6.8 billion yen, a year-on-year increase of 1.3 billion yen. For the fiscal year ended March 31,
2010, Tokio Marine & Nichido Life continued to set aside additional amounts into underwriting
reserves to meet standards required under the Insurance Business Law of Japan. As a result, net
income amounted to 0 billion yen.

Tokio Marine & Nichido Life is working toward the development of life insurance products thatmeet the needs of customers, and in October 2009, it has launched new medical insurance andcancer insurance products focused on covering medical expenses of advanced medical treatment
and anti-cancer agent treatment. Tokio Marine & Nichido Life is expanding promotional activities,
including running TV commercials, that introduce new product features by using its corporate3

character “Anshin Seemee.”
As of March 31, 2010, Tokio Marine & Nichido Financial Life recorded 2,783.5 billion yen in
the amount of life insurance-in-force, an increase of 141.2 billion yen from the previous fiscal year,
although the amount of newly signed life insurance decreased 60.9 percent from a year earlier to173.4 billion yen. Ordinary profit and net income each decreased by 11.4 billion yen from theprevious fiscal year, resulting in ordinary loss and net loss of 1.3 billion yen, respectively.

Tokio Marine & Nichido Financial Life is working toward strengthening its business foundation
through sales of variable annuity insurance, mainly through "over the counter" channels at banks
while monitoring risk control and profitability in light of financial market conditions.

Overseas Insurance Business

The Company is making efforts toward smoothly integrating Kiln Group Limited (“Kiln”), a
U.K. insurance group that it acquired in the fiscal year ended March 31, 2008, and Philadelphia
Consolidated Holding Corp. (“PHLY”), a U.S. property and casualty insurance group that it
acquired in the previous fiscal year, into the Tokio Marine Group, as well as achieving thebusiness plans of both companies.

Kiln is steadily expanding operations mainly due to an increase in underwriting of insurance
contracts with higher profitability such as reinsurance and marine insurance contracts. Net
premiums written during the fiscal year ended March 31, 2010 increased by 35.5 percent
year-on-year to 430 million British pounds (64.1 billion yen). In addition, Kiln is making acontribution to the earnings expansion of the Tokio Marine Group by operating a Lloyd’s
syndicate established by the group during fiscal year ended March 31, 2009.

While the U.S. property and casualty insurance market has been in the doldrums, PHLY has
maintained high growth on the strength of its strategy focused on specific industry sectors andcustomer segments and robust marketing capabilities, recording a year-on-year increase of 10.7
percent in the amount of net premiums written to 1.87 billion US dollars (172.8 billion yen) for the
fiscal year ended March 31, 2010.

The Company's reinsurance business yielded successful results as its reinsurance subsidiaries,
notably Tokio Millennium Re Ltd., which recorded a year -on -year increase of 13.3 percent in net
premiums written to 360 million US dollars (33.2 billion yen) for the fiscal year ended March 31,

42010, benefited from the acquisition of new insurance contracts by leveraging their highcreditworthiness and an increase in premiums owing to the hurricane that hit the U.S. in fiscal year
ended March 31, 2009.

The Company reached an agreement with Edelweiss Capital Limited, a leading financial
services company in India, to establish a joint life insurance company in November 2009. As aresult, the Tokio Marine Group will become the only Japanese insurance group to operate both aproperty and casualty insurance business and a life insurance business in the Indian insurance
market, which we believe offers high-growth potential.
Asset Management and Financial Services Business

The Group engaged in comprehensive risk management in order to maintain a sound financialbase and continued efforts to strengthen its asset liability management in order to meet payment
obligations such as insurance claims and maturity refunds. At the same time, we strived to ensure
the financial security and liquidity of our assets by increasing bond holding in the asset portfolio.
Impairment losses on securities of the Group decreased by 133.4 billion yen from the previous
fiscal year to 28.7 billion yen due to positive factors such as the recovery of securities prices andfinancial markets generally. Gain on valuation of credit default swaps (CDSs) was 10.2 billion yen,which is an increase of 24.4 billion yen compared with the previous fiscal year, and impairment
losses on asset backed securities (ABSs) was 10 million yen, an improvement of 38.4 billion yen
from the previous fiscal year.

The Company expanded its financial services business, centered on asset management businessthat offers stable revenues, which includes consigned management of public pensions andcorporate pensions and establishment and management of investment trusts.

CSR

Tokio Marine & Nichido introduced a system in May 2009 to allow customers to choose toreceive insurance terms and conditions on the company website with the aim of reducing paper use
from the viewpoint of protecting the global environment. Tokio Marine & Nichido is working on
the “Green Gift” project, in which it donates the cost of planting mangroves depending on thenumber of instance when customers chose to use insurance terms and conditions on the Company
website.

5

The Company established Tokio Marine Business Support Co., Ltd. (“Tokio Marine BusinessSupport”) in January 2010 to promote recruitment of people with disabilities. Tokio Marine
Business Support has been certified as of March 2010 as a special subsidiary based on a law
promoting the employment of people with disabilities, and will mainly perform various
back-office jobs for Tokio Marine Group companies.

Issues Facing the GroupIn the fiscal year ending March 31, 2011, the Japanese economy is expected to continue
recovering based on the strength of improvements in overseas economies and the effects ofeconomic stimulus measures by the government, although domestic demand is projected to slow
down amid a mild deflationary environment.

Given the further maturation of the Japanese economy coupled with a declining birthrate and an
aging population, the domestic insurance market is not expected to grow further. In addition, we
project that we will face more severe competitive environment in the future, especially in theproperty and casualty insurance industry due to the integration of major insurance companies.

Under such circumstances, the Tokio Marine Group expects to focus on the issues as described
below.

The Group will proactively move forward with its businesses to achieve an “Innovation andExecution 2011” medium-term corporate strategy. In the domestic property and casualty insurance
business, we will aim to realize sustainable earnings growth through measures including theprovision of competitive products and services, strengthening and expansion of our sales base andcultivation of new markets. In the domestic life insurance business, we will release new productsthat meet the needs of customers appropriately. At the same time, we will expand our insurance
business through the concerted efforts of the life insurance and property and casualty insurancecompanies of the Tokio Marine Group. The Tokio Marine Group will seek to increase theprofitability of its domestic property and casualty insurance business through the above measures.
In the overseas insurance business, the Tokio Marine Group will pursue the expansion of the scaleand earnings of its overseas insurance business through steady growth ofGroup companies

including PHLY and Kiln. In addition, the Tokio Marine Group will aim to realize sustainablegrowth by further strengthening its domestic life insurance business and overseas insurance
business. Meanwhile, we will continue to develop infrastructure for enhanced risk-based
management (through an ERM system) in order to reinforce our business management and6administration systems on a global basis.

Under our management philosophy to place “customer trust at the base of all its activities,” theentire Tokio Marine Group will endeavor to achieve further growth as a corporate group, seeking
growth characterized by high profitability, sustainability and soundness. The management would
like to express its sincere appreciation to all shareholders of Tokio Marine Holdings for theircontinued 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: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 2009.

7

(2) Four Year Summary of Assets and Earnings
a. Non-consolidated summary of assets and earnings(Yen in millions, except per share amounts)(Fiscal years ended March 31)
2007
2008
2009
2010
Operating income
297,763
74,702
136,570
32,324
Dividends received
293,928
69,400130,053
25,617
Insurance subsidiaries
293,072
69,202
129,134
25,082Other subsidiaries
855
197
919
535
Net income
292,838
70,385
117,19744
Net income per share of common
352.92
86.41
147.53
0.05
stock
yen
yen
yen
yen
Total assets
2,557,287
2,505,334
2,530,333
2,492,379
Stock of insurance subsidiaries
2,403,796
2,426,412
2,427,769
2,416,206
Stock of other subsidiaries
49,05553,17868,24661,436b. Consolidated summary of assets and earnings

2007
4,218,557
168,042
93,0143,410,707
17,226,952

Ordinary income
Ordinary profit
Net income
Net assets
Total assets(Yen in millions)(Fiscal years ended March 31)
2008
2009
2010
3,710,066
3,503,102
3,570,803
179,071-15,128
203,413108,766
23,141
128,418
2,579,339
1,639,514
2,184,795
17,283,242
15,247,223
17,265,868(3) Offices (As of March 31, 2010)
Head Office

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

Established as ofApril 2, 2002

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

(4) Employees
a. Number of employees (on a non-consolidated basis)
As of March 31, 2009 As of March 31, 2010
Total

370

379

Increase(decrease)9

Average age of employees (As of March 31, 2010): 40.6 years old
Average length of service of employees (As of March 31, 2010): 16.9 years
Average monthly salary of employees (As of March 31, 2010): 716 thousand yen per
employeeNotes 1. "Average length of service" includes the years of service at each of the subsidiaries fromwhich the employees are seconded.
Notes 2. "Average monthly salary" is the average ordinary monthly salary in March 2010 and includes
overtime and holiday allowances but does not include bonuses.
Notes 3. As for average age and average length of service of employees, numbers smaller than 0.1 arerounded down.

8b. Number of employees (on a consolidated basis)
As of March 31,
Name of division
2009
Property and casualty
23,530insurance
Life insurance
2,771
Others
1,762
Total
28,063As of March 31,
2010
24,867

Increase(decrease)
1,337

2,991
1,720
29,578

220
（42）
1,515

(5) Principal Lenders (As of March 31, 2010)a. Principal lenders of the Company
None.
b. Principal lenders of consolidated subsidiaries
Lender(s)Syndicated loan

Balance of loan (million yen)
195,000

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

(6) Financing Activities
None.
(7) Capital Investment Activities
a. Total investment in facilities
40 million yen
b. New construction of major facilities
None.
(8) Parent Company and Major Subsidiaries (As of March 31, 2010)
a. Parent company
None.
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

Property andcasualty
insurance

June 10, 1908

20,389 100.0%-

9Company nameLocation

Major business

Date ofincorporation

Paid-in Ratio of Notes
Tokio
capital(Yen in Marine
millions) Holdings'
votingrightsTokyo, Japan

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%-

Millea Nihon Kosei SS
Insurance Co., Ltd.

Kanagawa,
Japan

Small-amountshort-term
insurance

Sept. 1, 2003

1,595 100.0%-

Philadelphia Consolidated
Holding Corp.

Bala

Holding company July 6, 1981

0 100.0%(100.0)-

Tokio Marine & Nichido
Life Insurance Co., Ltd.

Cynwyd,Pennsylvania,
U.S.

Property andcasualty
insurance

Feb. 4, 1927

334 100.0%(100.0)-

Tokio Marine Global Ltd.

London, U.K. Property andcasualty
insurance

Oct. 30, 1990

17,550 100.0%(100.0)-Kiln Group Limited

London, U.K. Holding company July 11, 1994

140 100.0%(100.0)-Kiln Underwriting Limited

London,U.K.

June 13, 1994

0 100.0%(100.0)-

Tokio Marine Bluebell Re
LimitedDouglas,Isle of Man

Mar. 8, 2007

14,000 100.0%-

Tokio Marine Asia Pte. Ltd. Singapore,
Singapore

Holding company Mar. 12, 1992

38,909 100.0%-

Asia General Holdings
LimitedSingapore,
Singapore

Holding company Feb. 24, 1971

4,987

92.4%
(92.4)-

Tokio Marine Insurance
Singapore Ltd.

Singapore,
Singapore

July 11, 1923

6,650 100.0%(100.0)-

TM Asia Life Singapore
Ltd.

Singapore,
Singapore

Property andcasualty
insurance
Life insurance

May 21, 1948

2,394

-

Philadelphia Indemnity
Insurance Company

Bala
Cynwyd,Pennsylvania,
U.S.

Property andcasualty
insurance
Life insurance

10

85.2%
(85.2)

Company nameLocation

Major business

Ratio of
Tokio
Date ofcapitalMarineNotes
incorporation (Yen in Holdings'
votingmillions)rightsTM Asia Life Malaysia
Bhd.

Kuala
Lumpur,MalaysiaLife insurance

Feb. 11, 1998

2,850 100.0%(100.0)-Sino Life Insurance Co.,Ltd.

Shenzhen,
China

Life insurance

Mar. 4, 2002

38,92615.8%(15.8)-

Tokio Marine Seguradora
S.A.

Sao Paulo,
BrazilJune 23, 1937

12,799 100.0%-

Tokio Millennium Re Ltd.

Hamilton,
BermudaMar. 15, 2000

23,260 100.0%(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)-Paid-in

Note: 1. This table sets forth important subsidiaries and affiliates accounted for by the equity method.
2. 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.
3. Figures in brackets shown under Tokio Marine Holdings' voting rights reflect Tokio Marine
Holdings' indirectly held ownership ratio in the respective subsidiary.

(9) Acquisition and transfer of businessNone.
(10) Other Important Matters Concerning the Current State of the Holding Company
None.
2. Matters Concerning Directors and Corporate Auditors(1) Directors and corporate auditors (As of March 31, 2010)
Name
Kunio Ishihara

Shuzo Sumi

Position and assigned
dutiesDirector and Chairman of
the Board

Representative Director
and President

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)
Representative Director and President of Tokio
Marine & Nichido

11

Toshiro Yagi

Representative Directorand Executive Vice
President
In charge of Corporate
Planning Dept., Personnel
Planning Dept., Legal
Dept. and assistant to the
Director in charge ofInternal Control Dept.,
Risk Management Dept.
and Internal Audit Dept.

Daisaku Honda

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

Representative Directorand Executive Vice
President
In charge of Corporate
Accounting Dept.,
Business Development andSupport Dept., Internal
Control Dept., Risk
Management Dept. andInternal Audit Dept.

Hiroshi Amemiya

Senior Managing Director

Senior Managing Director of Tokio Marine &NichidoIn charge of Financial
Planning Dept.
Shin-Ichiro Okada

Senior Managing Director

Senior Managing Director of Tokio Marine &NichidoOverall supervision ofoverseas insurance
business; In charge ofInternational Business
Development Dept.
(management of North
America, European andMiddle Eastern regions
and reinsurance
operations)
Minoru Makihara

Director(outside director)

Senior Corporate Advisor of Mitsubishi Corporation
Director of Shinsei Bank, Limited (outside director)
Director of Mitsubishi Logistics Corporation(outside director)
Director of Mitsubishi Research Institute, Inc.
(outside director)
Director of Mitsubishi UFJ Securities Co., Ltd.
(outside director)

Masamitsu Sakurai

Director(outside director)

Representative Director and Chairman of the Boardof Ricoh Company, Ltd.
Director of OMRON Corporation (outside director)
Director of Coca-Cola West Co., Ltd.
Chairman of Japan Association of Corporate
Executives
12Tomochika Iwashita

Director

Representative Director and President of Tokio
Marine & Nichido Life

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)

Yasuo Yaoita

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)

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)

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 resigned as a director of Mitsubishi UFJ Securities Co., Ltd. effective
as of March 31, 2010.
3. Japan Association of Corporate Executives changed its corporate form from a generalincorporated association to a public interest incorporated association effective as of April
1, 2010.

13

(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
290 million yen

Corporate
Auditors

5 persons98 million yen

Total

19 persons

389 million yen

Note 1: "Number of persons to receive remuneration and other compensation" includes three directors
who retired from office at the close of the 7th ordinary general meeting of shareholders heldon June 29, 2009.
Note 2: "Remuneration and other compensation" includes the amounts paid to the three directors
referred to in “Note 1” above.
Note 3: Remuneration in connection with stock acquisition rights is described below.
Directors:
46 million yen
Corporate Auditors: 14 million yen
Total:
60 million yen
Note 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 stock acquisition rights: 70 million yen per year
Corporate
Auditors

Monthly remuneration: 10 million yen per month
Remuneration in connection with stock acquisition rights: 30 million yen per year

Total

Monthly remuneration: 35 million yen per month
Remuneration in connection with stock acquisition rights: 100 million yen per year

3. Matters Concerning Outside Directors and Outside Corporate Auditors(1) Other Assignments (As of March 31, 2010)
Name

Other assignments

Minoru Makihara(outside director)

Director of Shinsei Bank, Limited (outside director)
Director of Mitsubishi Logistics Corporation (outside director)
Director of Mitsubishi Research Institute, Inc. (outside director)
Director of Mitsubishi UFJ Securities Co., Ltd. (outside director)

Masamitsu Sakurai(outside director)

Representative Director and Chairman of the Board of Ricoh Company, Ltd.
Director of OMRON Corporation (outside director)
Director of Coca-Cola West Co., Ltd.
Chairman of Japan Association of Corporate Executives

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)
14

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 UFJ Securities Co., Ltd. and the Company have concluded a business consignment
agreement concerning market research. Mitsubishi Electric Corporation has business
transactions related to OA equipment with the Company. 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 Shinsei Bank, Limited, Mitsubishi Logistics Corporation, Ricoh Company, Ltd.,OMRON Corporation, Sharp Corporation, Mitsubishi Corporation, Nitto Denko Corporation,
Mitsubishi Electric Corporation, Kirin Holdings Company, Limited, Mitsubishi Motors
Corporation, Nippon Steel Corporation and Yamaha Motor Co., Ltd. and their subsidiaries,etc.
4. Mr. Minoru Makihara resigned as a director of Mitsubishi UFJ Securities Co., Ltd. effective
as of March 31, 2010.
5. Japan Association of Corporate Executives changed its corporate form from a generalincorporated association to a public interest incorporated association effective as of April 1,
2010.

(2) Principal Activities
Current term
Name
in officeMinoru Makihara

Attendance of board
meetings etc.

Major activities including theremarks made at board meetings etc.

8 years

Attended 9 of the 11 boardof directors' meetings held
during the fiscal year ended
March 31, 2010.

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.

8 years

Attended 9 of the 11 boardof directors' meetings held
during the fiscal year ended
March 31, 2010.

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 months

After assuming theposition, attended 6 of the 9board of directors' meetings
held during the fiscal year
ended March 31, 2010.

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(outside director)

Masamitsu Sakurai(outside director)

Kunio Ito(outside director)

15

involvement in academic activities.

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

Yuko Kawamoto(outside corporate
auditor)

8 years

Attended 7 of the 11 boardof directors' meetings, and 8of the 11 board of corporate
auditors' meetings held
during the fiscal year ended
March 31, 2010.

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.

3 year and 9 Attended all 11 board ofmonthsdirectors' meetings, and all
11 board of corporate
auditors' meetings held
during the fiscal year ended
March 31, 2010.

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.

3 year and 9 Attended 10 of the 11 board
monthsof directors' meetings, and 9of the 11 board of corporate
auditors' meetings held
during the fiscal year ended
March 31, 2010.

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.

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, 2010.
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 11 board of directors' meetings held during the fiscal year ended March 31, 2010,
were ordinary meetings. All of the 11 board of corporate auditors' meetings held during the
fiscal year ended March 31, 2010 were ordinary meetings.

16

(3) Limitation of Liability
Name

Outline of the contract to limit liability

Minoru Makihara (outside director)
Masamitsu Sakurai (outside director)
Kunio Ito (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 7 th ordinary general meeting ofshareholders held on June 29, 2009.
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 stock acquisition rights was 7 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 Stock(1) Number of Shares (As of March 31, 2010)
Total number of shares authorized to be issued: 3,300,000 thousand shares
Total number of the issued shares: 804,524 thousand shares (including 16,919 thousand
shares of treasury stock)(2) Total Number of Shareholders (As of March 31, 2010)
103,22717

(3) Major shareholders (As of March 31, 2010)
Capital contribution
to the Company
Shareholders
Number ofshares held

Ratio ofshares held

thousand shares%

Japan Trustee Services Bank, Ltd. (Trust Account)

50,010

6.3

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

47,522

6.0

Meiji Yasuda Life Insurance Company

20,498

2.6

Moxley & Co.

19,106

2.4

The Bank of Tokyo-Mitsubishi UFJ, Ltd.

15,6952.0

Japan Trustee Services Bank, Ltd. (Trust Account 9)15,048

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

State Street Bank and Trust Company 505225

12,315

1.6

The Master Trust Bank of Japan, Ltd. Retirement Benefits
Trust Account for Asahi Glass Co., Ltd.

11,6301.5

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

10,832

1.4

Notes: 1. Moxley & Co. is the corporate nominee holder of common stock deposited for the issuance of ADRs.
2. 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.
3. The 11,630 thousand shares held by The Master Trust Bank of Japan, Ltd. Retirement Benefits Trust
Account for Asahi Glass Co., Ltd. are an asset entrusted by Asahi Glass Co., Ltd. for its retirement
benefits trust.
4. 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.
5. The Company holds 16,919 thousand shares of treasury stock but is not included in "Shareholders"column in the table.
6. The ratio of shares held is calculated after deducting 16,919 thousand shares of treasury stock held by
the Company.

18

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

42.1%
1.4%
8.3%
32.1%
16.1%

(The number of outstanding shares as of March 31, 2010: 804,524 thousand shares)

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

Outline of the stock acquisition rights

Directors(except outside
directors)

Outside Directors

The July 2005 Stock Acquisition Rights (a stock option scheme
under a stock-linked compensation plan)- The number of the stock acquisition rights held by:
Directors (except outside directors): 9
Outside directors: 2
Corporate Auditors: 5- Class and number of shares to be issued upon exercise of thestock acquisition rights: 8,000 shares of common stock (500
shares shall be issued upon exercise of each stock acquisitionright.)The July 2006 Stock Acquisition Rights (a stock option scheme
under a stock-linked compensation plan)- The number of the stock acquisition rights held by:
Directors (except outside directors): 8
Outside directors: 0
Corporate Auditors: 3- Class and number of shares to be issued upon exercise of thestock acquisition rights: 5,500 shares of common stock (500
shares shall be issued upon exercise of each stock acquisitionright.)

Number of
persons holding
the stockacquisitionrights8 persons

3 persons

The July 2007 Stock Acquisition Rights (a stock option scheme
under a stock-linked compensation plan)- The number of the stock acquisition rights held by:
Directors (except outside directors): 80
Outside directors: 6
Corporate Auditors: 33- Class and number of shares to be issued upon exercise of thestock acquisition rights: 11,900 shares of common stock (100shares shall be issued upon exercise of each stock acquisitionright.)
Corporate Auditors

The August 2008 Stock Acquisition Rights (a stock option
scheme under a stock-linked compensation plan)- The number of the stock acquisition rights held by:
Directors (except outside directors): 101
Outside directors:6
Corporate Auditors: 39
19

5 persons- Class and number of shares to be issued upon exercise of thestock acquisition rights: 14,600 shares of common stock (100shares shall be issued upon exercise of each stock acquisitionright.)The July 2009 Stock Acquisition Rights (a stock option scheme
under a stock-linked compensation plan)- The number of the stock acquisition rights held by:
Directors (except outside directors): 185
Outside directors:18
Corporate Auditors: 68- Class and number of shares to be issued upon exercise of thestock acquisition rights: 27,100 shares of common stock (100shares shall be issued upon exercise of each stock acquisitionright.)

Notes: 1. The July 2005 Stock Acquisition Rights (a stock 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 stockacquisition rights as of March 31, 2010 and the outline of the stock acquisition rights are as
follows;- Status as of March 31, 2010
The number of the stock acquisition rights: 83
Class and number of shares to be issued upon exercise of the stock acquisition rights:
41,500 shares of common stock (500 shares shall be issued upon exercise of each stockacquisition rights.)- Outline of the stock acquisition rights
Issue price: Issued without receipt of monetary consideration
Amount to be paid upon the exercise of the stock acquisition rights: 1 yen per share
Exercise period: 30 years from the allotment of the stock acquisition rights
Conditions for the exercise of the stock acquisition rights: Stock 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 Stock Acquisition Rights (a stock option scheme under a stock-linked
compensation plan), the July 2007 Stock Acquisition Rights (a stock option scheme under astock-linked compensation plan) , the August 2008 Stock Acquisition Rights (a stock option
scheme under a stock-linked compensation plan) and the July 2009 Stock Acquisition Rights(a stock 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 andArticle 240 of the Companies Act of Japan. The status of the stock acquisition rights as ofMarch 31, 2010 and the outline of the stock acquisition rights are set forth in the table below.

20Number ofstockacquisitionrights (as ofMarch 31,2010)
Class andnumber ofshares to beissued upon
exercise of
the stockacquisitionrights (as ofMarch 31,2010)
Amountpayable atissuance
Amount to be
paid upon theexercise of
the stockacquisitionrightsExerciseperiodConditions
for theexercise of
the stockacquisitionrightsThe July 2006
Stock Acquisition
Rights (a stock
option scheme
under a stocklinked
compensation
plan)

The July 2007
Stock Acquisition
Rights (a stock
option scheme
under a stocklinked
compensation
plan)

The August 2008
Stock Acquisition
Rights (a stock
option scheme
under a stocklinked
compensation
plan)

The July 2009
Stock Acquisition
Rights (a stock
option scheme
under a stocklinked
compensation
plan)

72

464

967

2,133

36,000 shares ofcommon stock(500 shares shallbe issued upon
exercise of eachstock acquisitionrights.)46,400 shares ofcommon stock(100 shares shallbe issued upon
exercise of eachstock acquisitionrights.)

96,700 shares ofcommon stock(100 shares shallbe issued upon
exercise of eachstock acquisitionrights.)

213,300 shares ofcommon stock(100 shares shallbe issued upon
exercise of eachstock acquisitionrights.)2,013,506 yen

491,700 yen

353,300 yen

237,600 yen

1 yen per share

30 years from the allotment of the stock acquisition rights
Stock acquisition rights held by any of the "Directors and Corporate Auditors"
that he/she received in his/her capacity as a director (including a non-member ofthe 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-memberof the board) 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 stock acquisition rights have beenallotted stock acquisition rights in their capacity as directors (including non-members of the board) of
these companies. The number of such stock acquisition rights held by directors of the Company(excluding outside directors) as of March 31, 2010 is as follows.
The July 2005 Stock Acquisition Rights: 23
The July 2006 Stock Acquisition Rights: 16
The July 2007 Stock Acquisition Rights: 57
The August 2008 Stock Acquisition rights: 100
The July 2009 Stock Acquisition rights: 17121

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

Outline of the stock acquisition rights

Number of
persons who
were allotted
stock acquisitionrightsEmployees

The July 2009 Stock Acquisition Rights (a stock option scheme
under a stock-linked compensation plan)- The number of the stock acquisition rights: 95- Class and number of shares to be issued upon exercise of thestock acquisition rights: 9,500 shares of common stock (100shares shall be issued upon exercise of each stock acquisitionrights.)5

Directors, corporate
auditors andemployees ofsubsidiaries

The July 2009 Stock Acquisition Rights (a stock option scheme
under a stock-linked compensation plan)- The number of the stock acquisition rights: 1,554- Class and number of shares to be issued upon exercise of thestock acquisition rights: 155,400 shares of common stock (100shares shall be issued upon exercise of each stock acquisitionrights.)67

Notes: 1. The above table shows July 2009 Stock Acquisition Rights (a stock option scheme
under a stock-linked compensation plan) allotted to employees, directors, corporate auditorsand employees 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 171 rights of the July 2009 Stock Acquisition Rights (astock 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 stock 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 42 rights of the July 2009 Stock Acquisition Rights (a stock
option 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 stock 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.

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

Name

Remuneration for
the fiscal year
ended March 31,
2010

Designated Partners:
Chikakuni Yoshida
Takashi Idesawa
Takaaki Ino

131 million yen

Other matters- Non-audit services (i.e. services other than those stipulated in
Article 2, paragraph 1 of the Certified Public Accountants Law)provided to the Company by the independent auditor for a fee:preliminary review in connection with the change in the scopeof evaluation of internal controls on financial reports.

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 audit services required by the Financial
Instruments and Exchange Act of Japan for these services are practically inseparable.
2. The total amount of cash and other financial benefits payable to the independent auditor by
the Company and its subsidiaries is 777 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.

23

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 the Board 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 management agreementswith them and through other means.
(a)The Company shall provide Subsidiaries and Others with the Group's basic policies thatform the fundamentals of the Group's management strategies and the Company'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 internal controls over financial
reporting and develop systems for ensuring the appropriateness and reliability of financial
reporting.
(3) 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 the "Group Code of Conduct" and ensure that all directors
and employees of the Group respect such code of conduct and give top priority to compliancein all phases of the Group's business activities.
c. The Company shall have Subsidiaries and Others prepare compliance manuals and widely
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.
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 to usual reporting
routes, set up hotlines (an internal whistle-blower system) to an internal and externalorganization and while keeping all directors and employees of the Group well informed as tothe 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.
24

(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 anduncompromising 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 ratingsand 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 chain ofcommand.
(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
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 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
25

minutes of important meetings and documents containing material information regarding theexecution of duties by the directors and the executive officers shall be preserved 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 a fact
likely to cause considerable damage to the Company, they shall immediately report thereof tothe 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 andthe executive officers.
(3) Directors and employees shall, at any time upon the request of the corporate auditors,
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 February 12 and March 23, 2010, resolved to amend the Company's
basic policies for internal controls effective on April 1, 2010, as stated above.

26

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

27

Consolidated Balance Sheet as of March 31, 2010
(Yen in millions)
As of March 31, 2010
Item

Amount(Assets)

452,194
116,511150,969
22,578
1,339,172
11,778
12,617,817
547,922324,362
152,561
141,084
7,944
22,771
380,2435,858
274,604
99,7801,152,853
81,99392,859-25,389
17,265,868

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 acceptances and guarantees
Reserve for bad debts
Total assets((Liabilities))
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 and corporate auditors
Reserve for employees' bonuses
Reserve for retirement of fixed assets
Reserve under the special law

11,744,656
1,222,169
10,522,486
178,821
2,571,720
1,580,405
991,314160,053
12
24,953
1,603
61,401
61,401

Reserve for price fluctuation

113,528
131,462
92,85915,081,073

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

Total stockholders' equity

150,000
1,098,403-59,481
1,188,921

Unrealized gains on securities, net of taxes

1,037,168

Common stock
Retained earnings
Treasury stock

12,700-69,825
980,043

Deferred gains or losses on hedge transactions
Foreign currency translation adjustments
Total valuation and translation adjustments

1,102
14,7272,184,795
17 265 868
17,265,868

Stock acquisition rights
Minority interest
Total net assets
Totall li
liabilities
bili i andd net assets

28

Consolidated Statement of Income for the fiscal year ended March 31, 2010
(Yen in millions)Year ended March 31, 2010

AmountItem
Ordinary income

3,570,803

Underwriting income

2,968,150

Net premiums written

2,292,911

Deposit premiums from policyholders

138,386

Investment income on deposit premiums from policyholders

66,502

Life insurance premiums

464,799

Other underwriting income

5,550

Investment income

536,385

Interest and dividends

206,959

Gains on investment in money trusts

1,219

Gains on trading securities

8,316

Gains on sales of securities

79,144

Gains on redemption of securities

2,623

Gains on separate accounts

298,893

Other investment income

5,731

Transfer of investment income on deposit premiums-66,502

Other ordinary income

66,267

Amortization of negative goodwill
Equity in earnings of affiliates

10,264

Other ordinary income

53,2502,752

Ordinary expenses

3,367,389

Underwriting expenses

2,734,036

Net claims paid

1,345,770

Loss adjustment expenses

94,841

Agency commissions and brokerage

464,950

Maturity refunds to policyholders

278,729

Dividends to policyholders

599

Life insurance claims

104,130

Provision for outstanding claims

9,152

Provision for underwriting reserves

429 750
429,750

Other underwriting expenses

6,111

Investment expenses

66,122Losses on sales of securities

11,777

Impairment losses on securities

28,729Losses on redemption of securities

5,705

Losses on derivatives

6,476

Other investment expenses

13,433Operating and general administrative expenses

553,709

Other ordinary expenses

21,808Interest paid

7,173

Provision of reserve for bad debts

5,727

Losses on bad debts

32

Amortization of deferred assets under Article 113 of the Insurance
Business Law

534

Other ordinary expenses

8,340

Deferred expenses under Article 113 of Insurance Business Law
Ordinary profit or losses-8,286
203,413Extraordinary gains

5,143

Gains on disposal of fixed assets

4,226

Other extraordinary gains

916

Extraordinary losses

27,429Losses on disposal of fixed assets

3,414

Impairment losses on fixed assets

13,487

Losses on changes in equity of affiliates

239

Provision for reserve under special law

4,951

Provision of reserve for price fluctuation

4,951

Other extraordinary losses

5,336

Income before income taxes

181,127

Income taxes - current

67,475

Income taxes for prior periods

8,947

Income taxes - deferred-25,834

Total income taxes

50,588

Minority interest

2,120

Net income

128,41829

Consolidated Statement of Changes in Stockholders' Equity for the fiscal year ended March 31, 2010
(Yen in millions)Year ended March 31, 2010

Stockholders' equity
Common stock
Beginning balance
Changes during the year
Total changes during the year
Ending balance
Retained earnings
Beginninggg balance
Changes during the year
Dividends
Net income
Disposition of treasury stocks
OthersTotal changes during the year
Ending balance
Treasury stock
Beginning balance
Changes during the year
Repurchase of treasury stocks
Disposition of treasury stocks
Total changes during the year
Ending balance
Total stockholders' equity
Beginning balance
Changes during the year
Dividends
Net income
Repurchase of treasury stocks
Disposition of treasury stocks
OthersTotal changes during the year
Ending balance

150,000
150,000
1,006,891,,-37,804
128,418-42
941
91,512
1,098,403-59,663-97
279
181-59,4811,097,227-37,804
128,418-97
236
941
91,694
1,188,921

30

Consolidated Statement of Changes in Stockholders' Equity for the fiscal year ended March 31, 2009
(Yen in millions)Year ended March 31, 2010

Valuation and translation adjustments
Unrealized gains on securities, net of tax
Beginning balance
Changes during the year
Net changes in items other than stockholders' equity
Total changes during the year
Ending balance
Deferred gains and losses on hedge transactions
Beginning balance
Changes during the year
Net changes in items other than stockholders' equity
Total changes during the year
Ending balance
Foreign currency translation adjustments
Beginning balance
Changes during the year
Net changes in items other than stockholders' equity
Total changes during the year
Ending balance
Stock acquisition rights
Beginning balance
Changes during the year
Net changes in items other than stockholders' equity
T l changes
Totalhduringd i theh yearEnding balance
Minority interest
Beginning balance
Changes during the year
Net changes in items other than stockholders' equity
Total changes during the year
Ending balance
Total net assets
Beginning balance
Changes during the year
Dividends
Net income
Repurchase of treasury stocks
Disposition of treasury stocks
OthersNet changes in items other than stockholders' equity
Total changes during the year
Ending balance

608,106
429,062
429,062
1,037,168
17,796-5,096-5,096
12,700-95,297
25,471
25,471-69,825
849
252
252
1,102
10,832
3,895
3,895
14,727
1,639,514-37,804
128,418-97236
941
453,586545,280
2,184,795(Note)“Others” for the fiscal year ended March 31, 2010 consisted mainly of : (i) reversal of valuation reserves in connection
with the deferred tax assets of overseas consolidated subsidiaries, which were originally appraised in accordance withaccounting policies prescribed in the region or country where the subsidiaries are located; and (ii) valuation adjustments
in connection with the assets of overseas affiliates accounted for by the equity method, which were originally appraisedin accordance with accounting policies prescribed in the region or country in which those affiliates are located.

31Notes to Consolidated Financial Statements

Basis of consolidated financial statements
1. Scope of consolidation(1) Number of consolidated subsidiaries: 59 companies
Tokio Marine & Nichido Fire Insurance Co., Ltd. ("Tokio Marine & Nichido")
Nisshin Fire & Marine Insurance Co., Ltd. ("Nisshin Fire")
Tokio Marine & Nichido Life Insurance Co., Ltd. (“Tokio Marine & Nichido Life”)
Tokio Marine & Nichido Financial Life Insurance Co., Ltd. (“Tokio Marine & Nichido Financial
Life”)
Millea Nihon Kosei SS Insurance Co., Ltd.
Philadelphia Consolidated Holding Corp.
Philadelphia Indemnity Insurance Company
Tokio Marine Global Ltd.
Kiln Group Limited
Kiln Underwriting Limited
Tokio Marine Bluebell Re Limited
Tokio Marine Asia Pte. Ltd.
Asia General Holdings Limited
Tokio Marine Insurance Singapore Ltd.
TM Asia Life Singapore Ltd.
TM Asia Life Malaysia Bhd.
Tokio Marine Seguradora S.A.
Tokio Millennium Re Ltd.
Tokio Marine Financial Solutions Ltd.
Waterloo Partners Ltd and one other company are excluded from the consolidation beginning withthe fiscal year ended March 31, 2010 because these companies have been dissolved.
(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 determination
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: 5 companies
Names of major affiliates accounted for by the equity method:
Sino Life Insurance Co., Ltd.
IDL Holding ApS and two other companies are no longer affiliates accounted for by the equity
method as all of their shares previously held by the Company through subsidiaries were soldduring the fiscal year ended March 31, 2010.

32

(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, 2010 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.
3. Closing date of consolidated subsidiaries
The closing date of the fiscal year for one of the domestic consolidated subsidiaries and 49 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.
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 325,694 million yen on the
consolidated balance sheet as of March 31, 2010. The fair value thereof is 337,568 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

33

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.
(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 from34

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
have recorded the amount deemed to be incurred at the end of the fiscal year ended March 31, 2010
based on the projected retirement benefit obligations and related pension assets at the end of the fiscal
year ended March 31, 2010.
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.
(Changes in the basis of accounting principles)
The Company adopted "Partial Amendments to Accounting Standard for Retirement Benefits"(ASBJ Statement No. 19, July 31, 2008) for the fiscal year ended March 31, 2010 and made thenecessary adjustments for its consolidated financial reporting.
There is no impact of the above change on the Company's ordinary profit and income before income
taxes, because the Company adopted the same discount rates as before.
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, 2010, 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 retirement of tangible fixed assets
To provide for payment of expenses related to dismantling a building, Tokio Marine & Nichido
provided a reserve for retirement of tangible fixed assets based on the projected amount to be paid for35

dismantling the building.
f. 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 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.
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, 2010 were 29,552 million yen and the amount accounted for in the
consolidated financial statements for the fiscal year ended March 31, 2010 was 6,370 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

36

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)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.
5. Matters concerning valuation of assets and liabilities of consolidated subsidiaries
The Company has adopted the mark-to-market method.
6. Matters concerning amortization of goodwill and negative goodwill
Negative goodwill recognized as a liability on the consolidated balance sheet is amortized over 20
years using the straight-line method.
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 and negative goodwill in small amounts are amortized at one time.

Notes to consolidated balance sheet
1. Accumulated depreciation of tangible fixed assets is 364,389 million yen and advanced depreciationof such assets is 23,311 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 22,255 million yen.
The breakdown is set forth below.
(1) The amount of loans to borrowers in bankruptcy is 3,225 million yen.
Loans that are past due for a certain period, or for other reasons, are generally placed on non-accrual
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 10,138 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 337 million yen.
Loans contractually past due for three months or more are defined as loans on which any principal or37interests 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 8,554 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 377,618 million yen in securities, 16,452 million yen
in savings deposits, and 643 million yen in buildings. Collateralized debt obligations are held to thevalue of 63,597 million yen in outstanding claims, 53,846 million yen in underwriting reserve and24,497 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 37,042
million yen.
5. Securities include securities lent under loan agreements of 1,578,138 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)
81,2797,800
73,478

7. The amount of both assets and liabilities for special account as prescribed in Article 118 of the
Insurance Business Law of Japan totals 2,237,702 million yen.
8. Total investment in non-consolidated affiliates is 96,996 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, 2010 is as follows.
(Yen in millions)
TNUS Insurance Company
20
Tokio Marine Compaňía de Seguros, S.A. de C.V.
3,394
Tokio Marine Pacific Insurance Limited
1,837
The Tokio Marine & Nichido Fire Insurance Company (China) Limited
1,689
Total
6,942
10. Other assets include 7,752 million yen of deferred assets under Article 113 of the Insurance
Business Law of Japan.

38

Notes to consolidated statement of income
1. Major components of business expenses(Yen in millions)
Agency commissions, etc.
409,184
Salaries
219,371
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 Company recognized impairment losses on the following properties during the fiscal year
ended March 31, 2010.
Purpose ofuse
Properties
forbusinessuse(derivative
businessand elderly
carebusiness)
Idle orpotential
disposal
properties
Others
Total

Category

Location

Impairment loss (Yen in millions)
Land
Building
Others
Total
1,065
1,924
108
3,097

Land,
buildings
andothers11 properties including abuilding in
Kawasaki-shi,
Kanagawa Pref.

Land,
buildings
andothersGoodwill

43 properties including abuilding in Chiba-shi,
Chiba Pref.

3,631

5,899

13

9,544

-

4,697

7,824

844
965

844
13,487(1) Properties
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 are grouped based on their primary uses on an individual basis.
The total amount of projected future cash flow generated from the derivative business and the elderly
care business fell below the book values of the properties used for these businesses. Consequently, theCompany wrote off the excess of the book values of such properties over the recoverable values andrecognized such write offs as impairment losses in extraordinary losses.
The Company calculated the recoverable value of the relevant property by discounting projected
future cash flows at a rate of 1.2% to 6.0%.
Due mainly to decline in the real estate market, book values of some properties for idle and potential
disposal properties fell below the recoverable values. Consequently, the Company wrote off the excessof the book values of such properties over the recoverable values and recognized any such write off asimpairment losses in extraordinary losses. Recoverable values are the net sales price.

39

Net sales price is the market value assessed by real estate appraisers minus anticipated expenses for
disposal of the relevant properties.
(2) Goodwill
An impairment loss of 844 million yen was recognized and recorded as “extraordinary losses” for the
fiscal year ended March 31, 2010 for goodwill held by consolidated subsidiaries of the Company,
because the Company concluded that an affiliate of consolidated subsidiaries would not achieve theinitially expected levels of profit.
3. The main components of other extraordinary losses are 5,213 million yen of impairment losses oninvestment of affiliates.

Notes to consolidated statement of changes in stockholders' equity
1. Class and number of issued shares and treasury stock
Number ofshares as ofMarch 31, 2009

Increase during
the fiscal year
ended March 31,
2010(Unit: thousand shares)
Decrease during Number ofshares as of
the fiscal year
ended March 31, March 31, 2010
2010

Issued shares
Common stock
Total
Treasury stock

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

Common stockTotal

16,961
16,961

36
36

79
79

16,91916,919Note 1. The increase of 36 thousand shares of treasury stock is attributable to acquisition of sharesconstituting less than one unit of common stock.
2. The decrease of 79 thousand shares of treasury stock is primarily attributable to theallotments of shares in connection with exercises of stock acquisition rights which
decreased treasury stock by 75 thousand.
2. Stock acquisition rights (including those owned by the Company)
Nature of stock acquisition
Category
rightsThe Company(parent company)

Amount as of March 31, 2010
(yen in millions)

Stock acquisition rights as
stock options

1,102

3. Dividends(1) Amount of dividends
Amount ofdividends per
share

Resolution

Class ofstock

Total amountof dividends
paid

Ordinary general
meeting ofshareholders heldon June 29, 2009

Commonstock

18,901 million
24 yenyen

40

Record date

March 31,2009

Effective
date
June 30,
2009

Meeting of theboard of directors
held on November
19, 2009

Commonstock

18,902 million
24 yenyen

September
30, 2009

December 8,
2009(2) Dividends of which the record date falls within the fiscal year ended March 31, 2010, and of which
the effective date falls after March 31, 2010.
The Company intends to obtain approval for the following dividend payment at the 8th Ordinary
General Meeting of Shareholders to be held on June 28, 2010.

Resolution

Class of
stock

Total
amount ofdividends
paid

Source ofdividends

Amount ofdividends
per share

Ordinary general
meeting ofshareholders to beheld on June 28, 2010

Commonstock

20,477
millionyen

Retainedearnings

26 yenRecorddate

Effective
date

March 31,2010

June 29,
2010

Information on financial instruments
1. Qualitative information on financial instruments
The Tokio Marine 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 such as 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 Tokio Marine
Group aims to maximize the value of surplus ("Investment assets" minus "Insurance liabilities") bycontrolling the interest rate risks with derivatives such as interest rate swaps to which insurance
liabilities are exposed and by investing in bonds with high credit ratings.
With regard to "Other", the Tokio Marine Group works toward diversification of investments andimprovement of investment efficiency in order to generate sustainable investment income, while
maintaining liquidity for future claims payments.
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 Tokio Marine 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 maintain financial soundness.

41

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
452,194452,188-5(2)
Call loans
116,511
116,511
Receivables under resale(3)
150,969
150,969
agreement
Receivables under security(4)
22,57822,578borrowing transactions(5)
Monetary receivables bought
1,339,172
1,339,172(6)
Money trusts
11,778
11,778(7)
Securities
Trading securities
2,520,751
2,520,751
Bonds held to maturity
1,636,299
1,624,181-12,118
Bonds earmarked for policy
325,694
337,568
11,874
reserves
Available for sale securities
7,725,998
7,725,998
(8)

(9)
(10)
(11)

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

455,838-13,308
442,530

450,546

8,015（178,821）（179,837）-1,016（1,580,405）（1,580,405）-

60,41260,412-(*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.
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 stocks 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 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 present42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.
Derivatives
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: 409,073 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: 92,083 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.
(Additional information)
The Company has applied "Accounting Standard for Financial Instruments" (ASBJ Statement
No.10, March 10, 2008) and "Guidance on Accounting Standard for Financial Instruments"(ASBJ Guidance No.19, March 10, 2008) from the fiscal year ended March 31, 2010.

Investment Property
1. Some of the consolidated subsidiaries hold office buildings and land mainly in Tokyo, Osaka andNagoya, of which some are leased out.
2. Fair value of investment property(Yen in millions)
Carrying amount shown on balance
sheet as of March 31, 2010

Fair value as of March 31, 2010

103,172

160,926(Notes) 1. Carrying amount is the amount that the accumulated depreciation and the accumulated
impairment losses are deducted from the cost of acquisition. The estimated cost for
demolition of fixed assets is not deducted from carrying amount because "provisions fordemolition of fixed assets" are separately recognized.
2. Fair value as of March 31, 2010 is primarily based on appraisals by qualified external
valuers.
(Additional information)
The company has applied "Accounting Standard for Fair Value Disclosure of Investment
Property" (ASBJ Statement No.20, November 28, 2008) and "Guidance on Accounting Standard
for Fair Value Disclosure of Investment Property" (ASBJ Guidance No.23, November 28, 2008)
from the fiscal year ended March 31, 2010.

43

Per share information
Net assets per share
Net income per share

2,753.87 yen
163.04 yen

44Non-consolidated Balance Sheet as of March 31, 2010
(Yen in millions)
As of March 31, 2010
AmountItem
AssetsI. Current assets
Cash and bank deposits
Prepaid expense
Deferred tax assets
Receivables
OthersII. Fixed assets
1 Tangible fixed assets
Buildings
Motor vehicles and transport equipment
Office equipment
2 Intangible fixed assets
Telephone right
3 Investments and other assets
Investments in subsidiaries and affiliates
Deferred tax assets
OthersTotal assets
Liabilities
I. Current liabilities
Accounts payable
Accrued expenses
Accrued income taxes
Accrued business office taxes
Accrued consumption tax
Deposits received
Reserve for bonus
II. Fixed liabilities
Long-term accounts payable
Reserve for retirement benefit
Total liabilities
Net assets:
I. Stockholders' equity
1 Common stock
2 Capital surplus(1) Additional paid-in capital(2) Others
3 Retained earnings(1) Other retained earnings
General reserve
Retained earnings carried forward
4 Treasury stock
II. Stock acquisition rights
III. Total net assets
Total liabilities and net assets

45

14,265
8,033
0
152
6,061
17
2,478,113
227
173
5
48
0
0
2,477,884
2,477,642
238
3
2,492,379
1,033
384
212
70
8
51
12
293
203
46
156
1,236
2,490,040
150,000
1,598,043
1,511,485
86,557801,478
801,478782,275
19,203-59,4811,102
2,491,142
2,492,379

Non-consolidated Statement of Income for the fiscal year ended March 31, 2010
(Yen in millions)Year ended March 31, 2010

Item
AmountOperating income:
Dividends received from subsidiaries and affiliates

25,617

Fees received from subsidiaries and affiliates

6,706

Total operating income

32,324

Operating expenses:
Operating and general administrative expenses

5,555

Total operating expenses

5,555

Operating profit

26,768Non-operating income:Interest earned

3

Interest on securities
Gains on lapsed dividend payment obligation

36

Other non-operating income

161

Total non-operating income

58

Non-operating expenses:
Miscellaneous non-operating expenses

0

Total non-operating expenses

0

Ordinary profit

26,825Extraordinary gains:
Gains on liquidation of subsidiaries

3

Total extraordinary gains

3

Extraordinary losses:
Losses on disposal of fixed assets

31

Impairment losses on investment of affiliates

26,252

Total extraordinary losses

26,284

Income before income taxes

545

Income taxes-current

328

Income taxes-deferred

171

Total income taxes

500

Net income

4446

Non-consolidated Statement of Changes in Stockholders' Equity
For the fiscal year ended March 31, 2010
(Yen in Millions)
Stockholders' equity
Retained earnings
Other retained earnings

Capital surplus
CommonStockEnding balance as of March 31, 2009

Additional
paid-in capital

150,000

Others1,511,485

Generalreserve

86,600Total

Treasury stock stockholders'
Retained
equityearnings carriedforward702,275

136,962-59,6632,527,661

80,000-80,000-

Dividends-37,804-37,804

Net income

44

44

Changes during the year
General reserve

Repurchase of treasury stocks
Disposition of treasury stocks

-42

-97

-97

279

236

Net changes in items other thanstockholders' equity
Total changes during the year
Ending balance as of March 31, 2010

-

-

-42

80,000-117,759

181-37,620150,000

1,511,485

86,557782,275

19,203-59,4812,490,040

StockacquisitionrightsEnding balance as of March 31, 2009849

Total net
assets2,528,510

Changes during the year
General reserve-

Dividends-37,804

Net income

44

Repurchase of treasury stocks-97

Disposition of treasury stocks

236

Net changes in items other thanstockholders' equity
Total changes during the year
Ending balance as of March 31, 2010

252

252

252

-37,367

1,102

2,491,142

47

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
to buildings) is computed using the declining-balance method principally over the following
useful lives.
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, 2010.
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:

252 million yen

2. Monetary claims against and debts owed to affiliates:
Monetary claims receivables
1,131 million yen
Debts payable
236 million yen
3. Debts payable to directors and corporate auditors:
Long-term debts payable48

46 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

32,324 million yen
929 million yen
5 million yen

Notes to the statement of changes in stockholders' equity
Class and number of treasury stock held by the Company as of March 31, 2010
Common stock
16,919,017 shares

Tax effect accounting
Major components of deferred tax assets
Deferred tax assets
Impairment losses on investment in affiliates 15,493 million yen
Reserve for employee's bonuses
119 million yen
Stock acquisition rights
83 million yen
Reserve for retirement benefits
63 million yen
Others
123 million yen
Sub total
15,884 million yen
Valuation allowance-15,493 million yen
Total deferred tax assets
390 million yen
Net deferred tax assets
390 million yen

Notes to transactions with subsidiaries and affiliates(Yen in millions)Type

Company

Ratio of Tokio
Marine Holdings'
voting rights

Tokio Marine

Directly hold

& Nichido

100％

Name ofRelationshipz

Subsidiariesz

Overlapping
management
Business
administration

Contents oftransactions

Receipt ofbusinessmanagement
feeTransaction

amounts

3,832

Terms and conditions of transactions with subsidiaries and affiliates, and decision making policies
for those entities.
The Company shall determine the amount of management fees that it receives based on
management contracts between the Company, subsidiaries and affiliates, and discussion with therelevant entity.

49

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

3,161.53 yen
0.05 yen50

Copy of Independent Auditor’s Report on Consolidated Financial Statements[English Translation]
Independent Auditor's Report
May 18, 2010
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, 2009 and ended on March 31, 2010. 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.
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.

51

Copy of Independent Auditor’s Report on Non-consolidated Financial
Statements[English Translation]
Independent Auditor's Report
May 18, 2010
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 8th fiscal year, that began on April 1, 2009 and ended on March 31, 2010.
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.

52

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, 2009 andended on March 31, 2010 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 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 and financial 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, 2010 based on the
aforesaid methods of audit.

53

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, 2010.
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 19, 2010
Board of Corporate Auditors,
Tokio Marine Holdings, Inc.
Yasuo Yaoita, Standing Corporate Auditor

54

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.

55