Mitsui Sumitomo Insurance Group Holdings, Inc.
 Regulations of the Board of Corporate Auditors
 Article 1
    
    (Purpose)
  Article 2
    
    (Functions of the Board of Corporate Auditors)
 1.
    
    The Board of Corporate Auditors shall be comprised of all Corporate Auditors.2.
    
    The Board of Corporate Auditors shall receive from Corporate Auditors reports on the status
of the performance of the duties of Corporate Auditors, receive reports from Directors or
employees on important matters concerning audits, and deliberate on and resolve those matters;
provided, however, that the Board of Corporate Auditors may not preclude any Corporate Auditor
from exercising his/her own powers.3.
    
    The Board of Corporate Auditors shall state opinions of the Board of Corporate Auditors to
the Directors and the Board of Directors as necessary.
 Article 3
    
    (Duties of the Board of Corporate Auditors)
  (1)
    
    preparation of audit reports;(2)
    
    appointment and removal of full-time Corporate Auditor; and(3)
    
    determination of audit policies, the methods of investigation of the status of
the operations and the financial status of the company and other matters regarding the
performance of the Corporate Auditors duties.






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Article 4
    
    (Full-time Corporate Auditors)
  Article 5
    
    (Chairperson)
 1.
    
    The Board of Corporate Auditors shall by resolution elect a chairperson from among the
Corporate Auditors.2.
    
    The chairperson of the Board of Corporate Auditors shall, in addition to performing the
convocation and management of the Board of Corporate Auditors, perform any other duties
entrusted to the chairperson by the Board of Corporate Auditors; provided, however, that the
chairperson may not preclude any Corporate Auditor from exercising his/her own powers.
 Article 6
    
    (Specified Corporate Auditors (Tokutei-kansayaku))
 1.
    
    The Board of Corporate Auditors may by resolution appoint the person(s) hereinafter referred
to as the specified Corporate Auditor(s) (tokutei-kansayaku) to perform the following
duties:
 (1)
    
    to receive from the Directors the business reports, the annexed specifications
thereof and accounting-related documents to be received by each Corporate Auditor, and
distribute these documents to the other Corporate Auditors;(2)
    
    to provide notice of the contents of the Board of Corporate Auditors audit
report concerning the business reports and the annexed specifications thereof to the
Directors hereinafter referred to as specified Directors (tokutei-torishimariyaku)
determined to be the persons to receive such notice;(3)
    
    to agree with the specified Directors on the date to provide the notice
mentioned in the preceding item;(4)
    
    to receive notice of the contents of the accounting audit report from the
accounting auditors and provide notice of the contents of such audit report to the
other Corporate Auditors;(5)
    
    to agree with the specified Directors and the accounting auditors on the date
to receive the notice mentioned in the preceding item;(6)
    
    to provide notice of the contents of the Board of Corporate Auditors audit
report concerning the accounting-related documents to the specified Directors and the
accounting auditors; and






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(7)
    
    to agree with the specified Directors on the date to provide the notice
mentioned in the preceding item.
 2.
    
    Specified Corporate Auditor(s) shall be full-time Corporate Auditor(s).
 Article 7
    
    (Corporate Auditors to Attend the Meetings of the Special Directors)
  Article 8
    
    (Holding of Meetings)
  Article 9
    
    (Convening Meetings)
 1.
    
    The Board of Corporate Auditors meetings shall be convened and presided over by the
chairperson.2.
    
    Any Corporate Auditors may demand that the chairperson convene a meeting of the Board of
Corporate Auditors.3.
    
    If the chairperson does not convene a meeting of the Board of Corporate Auditors
notwithstanding the demands mentioned in the preceding paragraph, the Corporate Auditor who
made such demand may convene and preside over a meeting of the Board of Corporate Auditors on
his/her own.
 Article 10
    
    (Convocation Procedures)
 1.
    
    In convening a meeting of the Board of Corporate Auditors, a notice to that effect shall be
dispatched to each Corporate Auditor no later than three days prior to the date of the meeting
of the Board of Corporate Auditors; provided, however, that the notice period may be shortened
in an emergency.2.
    
    When the unanimous consent of the Corporate Auditors has been obtained, the Board of
Corporate Auditors meeting may be held without convocation procedures.






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Article 11
    
    (Method of Resolution)
  Article 12
    
    (Resolution on Audit Policies, etc.)
 1.
    
    Audit policies, audit plans, methods of audit, allocation of audit duties among Corporate
Auditors and other related matters shall be determined by the resolution of the Board of
Corporate Auditors.2.
    
    In addition to those set forth in the preceding paragraph, the Board of Corporate Auditors
shall resolve the matters it determines necessary for the performance of its functions.3.
    
    The Board of Corporate Auditors shall request that the Directors resolve the contents of the
following audit systems and develop such systems:
 (1)
    
    matters relating to employees who support the Corporate Auditors duties;(2)
    
    matters relating to the independence of the employees mentioned in the
preceding item from Directors;(3)
    
    systems for Directors and employees to report to Corporate Auditors and any
other systems relating to reports to be provided to Corporate Auditors; and(4)
    
    any other systems for ensuring the effectiveness of Corporate Auditors audit
activities.
 Article 13
    
    (Regular Meetings, etc. with the Representative Directors)
 1.
    
    The Board of Corporate Auditors shall hold meetings with the Chairman and Director, the
President and Director and the Representative Directors on a regular basis and shall endeavor
to deepen their mutual understanding by, for example, exchanging opinions with the
representative Directors regarding issues to be addressed by the company, the status of the
development of the environment for Corporate Auditors audits, important issues regarding
audits, and any other relevant matters, and by making requests as necessary.2.
    
    The Board of Corporate Auditors shall report to the Board of Directors the audit policies,
the audit plan and the status and results of their audit on a regular basis.3.
    
    In addition to the matters that the Directors and employees are statutorily required to
report to the Board of Corporate Auditors, the Board of Corporate Auditors shall determine
through deliberations with the relevant Directors the scope of matters which the Directors and
employees shall report to the Board of Corporate Auditors, and shall receive timely reports on such matters from them, based on the systems set forth in
paragraph 3, item 3 of the preceding article.






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Article 14
    
    (Reports to the Board of Corporate Auditors)
 1.
    
    Corporate Auditors shall report the status of the performance of their own duties to the
Board of Corporate Auditors on a regular basis and an as needed basis, and whenever the Board
of Corporate Auditors requests a report.2.
    
    Corporate Auditors who have received reports from the accounting auditors, the Directors,
employees of the companys internal audit division and other relevant departments, and other
relevant persons shall report to the Board of Corporate Auditors thereof.3.
    
    The Board of Corporate Auditors shall request the accounting auditors, the Directors,
employees of the companys internal audit division and other relevant departments, and other
relevant persons to provide reports as necessary.4.
    
    With respect to the preceding three paragraphs, if Corporate Auditors, the accounting
auditors, the Directors, employees of the companys internal audit division and other relevant
departments, and other relevant persons provide notice of the matters to be reported to the
Board of Corporate Auditors to all Corporate Auditors, such matters shall not be required to
be reported to the Board of Corporate Auditors.
 Article 15
    
    (Measures for Reports)
  (1)
    
    reports from the Directors that any fact likely to cause the company
significant damage has been found;(2)
    
    reports from the accounting auditors that, in connection with the Directors
performance of their duties, any misconduct or any material fact constituting a
violation of any law or regulation or the Articles of Incorporation has been found; or(3)
    
    reports from the Directors or employees on the matters determined in prior
deliberation with the Directors.






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Article 16
    
    (Preparation of Audit Report)
 1.
    
    The Board of Corporate Auditors shall prepare the audit reports of the Board of Corporate
Auditors through deliberations based on the audit report prepared by each Corporate Auditor.2.
    
    In cases where the contents of the audit report of the Board of Corporate Auditors are
different from the contents of any Corporate Auditor audit report and at the request of such
Corporate Auditor, the Board of Corporate Auditors shall append a note with the contents of
such Corporate Auditor audit report to the audit report of the Board of Corporate Auditors.3.
    
    Each Corporate Auditor shall affix to the audit report of the Board of Corporate Auditors
his/her respective signature, or his/her respective name and seal impression (including
electronic signature). Full-time Corporate Auditors and outside Corporate Auditors
(shagai-kansayaku) shall describe their positions as full-time Corporate Auditors or outside
Corporate Auditors in the audit report of the Board of Corporate Auditors.4.
    
    The provisions of the preceding three paragraphs shall apply mutatis mutandisto audit
reports to be prepared when extraordinary accounting documents or consolidated accounting
documents are prepared by the company.5.
    
    The Board of Corporate Auditors shall provide notice of the contents of the audit report of
the Board of Corporate Auditors to the specified Directors and accounting auditors.
 Article 17
    
    (Consent, etc. regarding the Election of Corporate Auditors)
 1.
    
    The following matters regarding the election of Corporate Auditors shall be determined by the
resolution of the Board of Corporate Auditors:
 (1)
    
    consent to submit to the shareholders meeting a proposal concerning the
election of Corporate Auditors by the Directors;(2)
    
    demand to include the election of Corporate Auditors in the agenda of the
shareholders meeting; and(3)
    
    demand to submit to the shareholders meeting a proposal concerning the
election of Corporate Auditors.
 2.
    
    The preceding paragraph shall apply mutatis mutandisto the election of substitute Corporate
Auditors.






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Article 18
    
    (Criteria of Selection of Candidates for Corporate Auditors)
 1.
    
    When selecting a candidate for Corporate Auditor, the Board of Corporate Auditors shall
carefully examine his/her suitability to serve as Corporate Auditor in light of whether the
candidate is sufficiently independent from the management, and other relevant factors.2.
    
    When selecting a candidate for outside Corporate Auditor, the Board of Corporate Auditors
shall confirm that there will be no difficulties as to their independence; and shall also
examine such candidates availability to attend meetings of the Board of Directors, the Board
of Corporate Auditors and other relevant meetings, and other relevant factors.
 Article 19
    
    (Consent, etc. regarding the Election of Accounting Auditors)
 1.
    
    The policy to determine the dismissal or disapproval of reappointment of accounting auditors
shall be determined by the resolution of the Board of Corporate Auditors.2.
    
    The Board of Corporate Auditors shall examine for each business year the appropriateness of
reappointing the accounting auditors.3.
    
    The following matters regarding the election, dismissal or disapproval of reappointment of
accounting auditors shall be determined by the resolution of the Board of Corporate Auditors:
 (1)
    
    consent to submit to the shareholders meeting a proposal concerning the
election of the accounting auditors by the Directors;(2)
    
    consent to include the dismissal or disapproval of reappointment of the
accounting auditors in the agenda of the shareholders meeting by the Directors;(3)
    
    demand to submit to the shareholders meeting a proposal concerning the
election of the accounting auditor;(4)
    
    demand to include the election, dismissal or disapproval of reappointment of
the accounting auditor in the agenda of the shareholders meeting; and(5)
    
    election of the person who is to temporarily perform the duties of an
accounting auditor in case of the vacancy of the accounting auditor.
 4.
    
    The consent of all Corporate Auditors is required for the dismissal of the accounting auditor
based on the statutory grounds of dismissal and may be obtained through deliberations of the
Board of Corporate Auditors. In such case, Corporate Auditors selected by the Board of
Corporate Auditors shall report the dismissal and the reason thereof at the first
shareholders meeting to be held after the dismissal.




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5.
    
    The consent mentioned in the preceding paragraph may be made in writing or by electronic
means in case of urgent necessity.
 Article 20
    
    (Consent to Remuneration, etc. of the Accounting Auditors)
  Article 21
    
    (Consent to Partial Exemption of Directors from Liability)
 1.
    
    The following consent of all Corporate Auditors is required for the following acts and may be
obtained through deliberation of the Board of Corporate Auditors.
 (1)
    
    consent to submit to the shareholders meeting a proposal concerning the
partial exemption of a Director from liability;(2)
    
    consent to submit to the shareholders meeting a proposal concerning the
modification of the Articles of Incorporation to provide that Directors may be
partially exempted from liability by the Board of Directors resolution;(3)
    
    consent to submit to the Board of Directors meeting a proposal concerning the
partial exemption of a Director from liability based on the provisions of the Articles
of Incorporation; and(4)
    
    consent to submit to a shareholders meeting a proposal concerning the
modification of the Articles of Incorporation to provide that the company may enter
into an agreement with an outside Director for his/her partial exemption from
liability.
 2.
    
    The consent mentioned in the preceding paragraph may be made in writing or by electronic
means in case of urgent necessity.
 Article 22
    
    (Consent to Participation in a Derivative Lawsuit)
 1.
    
    The consent of all Corporate Auditors to the companys participation in a derivative lawsuit
to assist the defendant Director(s) may be made through deliberations of the Board of
Corporate Auditors.2.
    
    The consent mentioned in the preceding paragraph may be made in writing or by electronic
means in case of urgent necessity.




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Article 23
    
    (Deliberations Regarding the Exercise of the Powers of Corporate Auditors)
  (1)
    
    explanations of the questions for Corporate Auditors notified by the
shareholders prior to the shareholders meeting;(2)
    
    reports to the Board of Directors, demands to convene Board of Directors
meetings, etc.;(3)
    
    results of investigations regarding the proposals, documents and other
materials to be submitted to the shareholders meeting;(4)
    
    to seek injunctions against the acts of Directors outside of the purpose of the
company or otherwise in violation of any law or regulation or the Articles of
Incorporation;(5)
    
    statements of opinion at a shareholders meeting regarding the election,
dismissal, resignation, remuneration, etc. of Corporate Auditors;(6)
    
    matters regarding lawsuits between the company and the Directors;(7)
    
    matters regarding the filing of any lawsuits, etc.; and(8)
    
    in addition to the above items, matters as deemed necessary by Corporate
Auditors for the Corporate Auditors performance of their duties.
 Article 24
    
    (Deliberations regarding Remuneration, etc.)
  Article 25
    
    (Minutes)
 1.
    
    The Board of Corporate Auditors shall prepare minutes containing the following items and all
Corporate Auditors present at the meeting of the Board of Corporate Auditors shall affix to
the minutes their respective signatures or their respective names and seal impressions
(including electronic signature):
 (1)
    
    the date and place of holding the meeting of the Board of Corporate Auditors
(including the methods of attendance, in cases where Corporate Auditors, Directors or
accounting auditors attend such meeting without being physically present);




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(2)
    
    the outline of the progress of the proceedings of the meeting and the results
thereof;(3)
    
    if there are any opinions stated or statements made at the meeting of the Board
of Corporate Auditors with respect to the following matters, the summary of the
contents of such opinions or statements;
 a.
    
    reports from the Directors that any fact likely to cause the
company significant damage has been found; orb
    
    reports from the accounting auditors that there exists, in
connection with the Directors performance of their duties, any misconduct or
any material fact constituting a violation of any law or regulation or the
Articles of Incorporation;
 (4)
    
    names of the Directors or the accounting auditors who attended the meeting of
the Board of Corporate Auditors; and(5)
    
    the name of the chairperson of the meeting of the Board of Corporate Auditors.
 2.
    
    In cases where the report to the Board of Corporate Auditors shall not be required pursuant
to Article 14, paragraph 4, the Board of Corporate Auditors shall prepare minutes containing
the following items:
 (1)
    
    contents of the matters which shall not be required to be reported to the Board
of Corporate Auditors;(2)
    
    date on which the report to the Board of Corporate Auditors was deemed not to
be required;(3)
    
    the name of Corporate Auditors who performed the duties concerning the
preparation of the minutes.
 3.
    
    The company shall keep the minutes mentioned in the preceding two paragraphs for ten years at
the head office.
 Article 26
    
    (Secretariat of the Board of Corporate Auditors)
  Article 27
    
    (Revision or Abolition of these Regulations)