5. Each Corporate Auditor may demand to convene a meeting of the Board of Directors, whenevernecessary, to the extent prescribed by laws and regulations.Article 6.(Procedures for Convocation)     1. Notice of convocation of a meeting of the Board of Directors shall be dispatched to eachDirector and each Corporate Auditor at least three (3) days prior to the date of the meeting. Suchperiod, however, may be shortened if so required in urgent cases.     2. The procedures for convocation of the meeting stated in the preceding paragraph may beomitted if all of the Directors and Corporate Auditors unanimously consent.Article 7.(Chairman at Meetings of the Board of Directors)     1. The Chairman and Director shall act as chairman at any meeting of the Board of Directors.     2. If the office of the Chairman and Director is vacant or if the Chairman and Director isprevented from so acting, Paragraphs 2 and 3 of Article 5 shall apply *mutatis mutandis*.     3. If the Director acting as chairman of a meeting of the Board of Directors has a specialinterest in the matters to be discussed or to be resolved at the meeting of the Board of Directors,Paragraphs 2 and 3 of Article 5 shall apply *mutatis mutandis*for deliberations of those matters.Article 8.(Manner of Adopting Resolution)     1. The quorum for resolutions at the meeting of the Board of Directors shall be in number of amajority of the Directors, and resolutions thereof shall be adopted by a majority vote of theDirectors present.     2. Any Director having a special interest in the matters to be resolved in accordance with thepreceding paragraph shall not exercise his or her voting right thereon. In this case, the number ofthe Directors having special interest shall not be included in the number of Directors referred toin the preceding paragraph.     3. Notwithstanding the provisions of Paragraph 1, a resolution of the Board of Directors willbe deemed to have been adopted as proposed if a Director proposes the items to be resolved at ameeting of the Board of Directors and all of the Directors (but only those who are entitled toexercise their voting rights thereon) declare their consent in writing or by electromagneticrecording, unless any of the Corporate Auditors object to the proposal.Article 9.(Matters to be Resolved and to be Reported at Meetings of the Board of Directors)     1. The Board of Directors shall resolve the matters stated in the attached Schedule as theMatters to be Resolved.     2. Directors must report the matters stated in the attached Schedule as the Matters to beReported. Provided, however, that if any of Directors or Corporate Auditors gives notice to all ofthe other Directors and Corporate Auditors of the matters required to be reported to the Board ofDirectors, then the matters are not required to be reported at a meeting of Board of Directors.Article 10.
 

 
(Minutes of Meeting of the Board of Directors)     1. Minutes shall be prepared for the proceedings and result of any meeting of the Board ofDirectors and other matters as provided for in laws or regulations, and the Directors and CorporateAuditors present shall affix their respective names and seals to such minutes. Provided, however,that the consent of the Directors and Corporate Auditors to affixing their respective names andseals to such minutes may be confirmed through electronic media.     2. Minutes shall be prepared for any matters that are deemed to have been resolved at theBoard of Directors under Paragraph 3 of Article 8 by recording the content of those matters andother matters as provided for in laws or regulations, and all of the Directors (but only those whoexercised their voting right thereon) and Corporate Auditors shall affix their respective names andseals to such minutes.     3. Minutes shall be prepared for the matters that are deemed not necessary to be reported at ameeting of the Board of Directors under the proviso of Paragraph 2 of the immediately precedingarticle by recording the content of those matters and other matters as provided for in laws orregulations, and a Director who prepared the minutes shall affix his or her name and seal to suchminutes.     4. All of the minutes prepared in accordance with the preceding three paragraphs and writtendocuments or electromagnetic recordings of the declaration of intention of consent under Paragraph3 of Article 8 shall be kept at the head office of the Company in accordance with the documentmanagement regulations as may be separately adopted.Article 11.(Committee)     1. The Board of Directors may establish any internal committees.     2. The power and method of management, etc. of such committee shall be governed by theregulations of the internal committee of the Board of Directors adopted upon a resolution of theBoard of Directors.Article 12.(Amendment to These Regulations)     Amendment to these Regulations shall be subject to a resolution of the Board of Directors.**Schedule Matters to be Submitted to the Board of Directors****1.** **Matters relating to the Company’s general meeting of shareholders:**     Matters relating to convening general meetings of shareholders     Business report and its supplementary schedules     The order of priority for chairman at general meeting of shareholders**2.** **Matters relating to the Company’s Directors and Corporate Auditors:**     Establishment, amendment, and abolition of the Regulations of the Board of Directors     Election and removal of Representative Directors     Change of system of, and election and removal of, Directors with Titles     Election and removal of Executive Directors
 

 
     Responsibilities of each Director     Allocation of duties to Directors     The order of priority for convener and chairman of the Board of Directors     Determination of the amount of remuneration payable to individual Directors     A Director performing daily operations at the same time assuming the post of a director, aexecutive officer, or a corporate auditor in another company     Report: Status of an Outside Director at the same time assuming the post of a director, aexecutive officer, or a corporate auditor in another company     Approval of competitive transactions conducted by Directors, transactions conducted byDirectors with the Company or transactions conducted by Directors in conflict with the interests ofthe Company     Report: Important matters regarding competitive transactions conducted by Directors,transactions conducted by Directors with the Company, or transactions conducted by Directors inconflict with the interests of the Company     Partial release of Directors and Corporate Auditors from their liabilities     Execution of a limited liability agreement with an Outside Director or an Outside CorporateAuditor     Establishment, change, and abolition of Internal Committees of the Board of Directors, andelection and removal of committee members     Establishment, amendment, and abolition of the Regulations of Internal Committees of the Boardof Directors**3.** **Matters relating to Executive Officers**     Establishment, amendment, and abolition of the Regulations of the Executive Officers     Election and removal of Executive Officers     Change of system of, and election and removal of, Executive Officers with Titles     Punishment of Executive Officers (Punishments pursuant to Regulations for Punishment ofExecutive Officers)     Report: Punishment of Executive Officers (Punishments pursuant to Regulations for Punishmentof Executive Officers)     Responsibilities of each Executive Officer     Determination of the amount of remuneration payable to individual Executive Officers     Report: Approval of competitive transactions conducted by Executive Officers, transactionsconducted by Executive Officers with the Company, or transactions conducted by Executive Officersin conflict with the interests of the Company     Report: Status of an Executive Officer at the same time assuming the post of a director, aexecutive officer, or a corporate auditor in another company     The order of priority for convener and chairman of Group Management Committee     The order of priority of members submitting the agenda items to Group Management Committee onbehalf of other members
 

 
**4.** **Matters relating to Company shares :**     Issue of shares (soliciting of subscribers, secondary offering, split, and consolidation ofshares)     Amendment to the number of shares constituting one unit     Disposition of treasury stocks (soliciting of subscribers, secondary offerings, andcancellations)     Acquisition of treasury stock     Listing and delisting of shares     Selection of administrator of shareholders registry and its place of business     Establishment, amendment, and abolition of the Share Handling Regulations     Report: Important disclosure documents under the laws and ordinances such as Annual SecuritiesReport**5.** **Matters relating to settlement of Company accounts on a non-consolidated and consolidatedbasis:**     Non-Consolidated accounts (account settlement policy, financial statements and supplementaryschedules) (annual, interim and quarterly)     Consolidated accounts (account settlement policy, consolidated financial statements, andconsolidated cash flow statements) (annual, interim and quarterly)     Report: Summary of financial statements (annual, interim and quarterly)     Distribution of surplus     Report: Account settlement based on accounting principles generally accepted in the UnitedStates     Execution of new audit agreements, and termination of existing audit agreements, withAccounting Auditors     Report: Material amendment to the provisions of the audit agreements     Establishment, amendment, and abolition of the regulations of self-assessment of propertiesand depreciations or provisions     Establishment, amendment, and abolition of the guidelines of self-assessment of properties anddepreciation or provisions of the Company’s domestic group companies     Report: Reporting on the result of self-assessment of properties and its audit results (theCompany and the Company’s domestic group insurance companies)**6.** **Matters relating to group management:**     Basic policies with respect to the internal control system     Establishment, change, and abolition of important board in the Company     Establishment and change of management philosophy, management policies and charter of conduct     Establishment and change of management plans
 

 
     Report: Status report on various annual management plans     Establishment and change of interim and annual comprehensive budget plans (on a group andnon-consolidated basis)     Report: Status of performance of business operations     Management strategies, business strategies and capital policy     Assignment or purchase, or cessation or abolition, of business (excluding matters to beresolved by the general meetings of shareholders (including, but not limited to, assignment of allor a material part of the Company’s business))     Important business alliance     Business investment (of a value greater than 2 billion yen per transaction or commencement ofimportant new business and change in important existing business policies)     Establishment, elimination, and consolidation of a group company (of a value greater than 2billion yen)     Guaranty granted by the Company in favor of a group company (of a value greater than 2 billionyen)     Dividends from the Company’s domestic group insurance companies in connection with businessinvestment and other events (of a value greater than 2 billion yen per transaction)     Establishment and change of executive personnel system and executive compensation system ofthe group companies     Amendments to the important personnel system in the group business     Group personnel change policy and personnel plan     Group organizational strategy and organizational structure policy     Execution of a group management administration agreement     Establishment and change of group basic policies: **•** Internal auditing basic policy  **•** Compliance basic policy and compliance standards  **•** Basic policy on management of conflict of interest transactions  **•** Risk management basic policy  **•** Basic policy on intra-group transactions and business alliance  **•** Basic policy on disclosure control  **•** Basic policy on customer information management  **•** Basic policy on customer information sharing
 

 
 **•** Basic policy on response to customer complaints  **•** Environmental basic policies     Policy on asset management strategy     Establishment of important risk limits     Establishment of maximum comprehensive credit limits     Matters concerning business integration or promotion of restructuring within the group withmaterial influence on the group management     Report: Important matters regarding risk management and compliance with laws and regulationsin the group business     Report: Verification of the appropriateness of financial reporting**7.** **Matters relating to business operation of the Company:**     Establishment, amendment, and abolition of the Regulations of Management of Basic InternalRules     Establishment and change of risk management policies     Establishment and change of the compliance manual and compliance program     Report: Status of performance of the compliance program     Establishment, amendment, and abolition of regulations of internal auditing and guidelines forexecution of internal auditing     Establishment, amendment, and abolition of policies with respect to internal auditing andinternal auditing plans     Report: Reporting on internal auditing     Report: Reporting on inspection results (important matters regarding management) bysupervising authorities     Establishment, change, or abolition of organizations (at the department level)     Appointment or removal of associate directors     Change, promotion, degradation, assignment, suspension and reinstatement of general managers     Personnel appraisal, and promotion or degradation of rank, of general managers     Dismissal of employees     Changeof personnel systems material to the management     Bringing and settlement of material litigation (amount of litigation greater than 2 billionyen or litigation that may materially affect the management)     Report: Responding to material litigation (amount of litigation greater than 2 billion yen,etc.)**8.** **Disposition and acquisition of important Company assets:**     Purchase, construction, expansion and renovation, repair, exchange, sale, collaterization anddemolition of real properties (of a value greater than 2 billion yen per transaction)
 

 
     Lease of real properties (deposit or annual rent of a value greater than 2 billion yen pertransaction)     Development of information systems (of a value greater than 2 billion yen per transaction)     Purchase, lease, change and disposition of movable properties, consumables and like items (ofa value greater than 2 billion yen per transaction) (except as otherwise specified)     Lease of movable properties, consumables and like items (monthly rent of a value greater than100 million yen per transaction)     Purchase and sale of fine arts such as paintings and sculptures (of a value greater than 100million yen per transaction)     Contribution (of a value greater than 100 million yen per transaction)     Participation in and withdrawal from outside organizations, and payment of regular andextraordinary membership fees (of a value greater than 100 million yen per transaction)     Purchase and sale of memberships (of a value greater than 100 million yen per transaction)     Asset management (sale and purchase of securities, financial derivative trading, credit,subordinated loans, subordinated bonds and other transactions) (of a value greater than 2 billionyen per transaction) (with respect to financial derivative trading, notional principal amounts)     Liquidation of recoverable claims (of a value greater than 50 million yen per transaction)**9.  Significant amount of borrowings of the Company**     Issue of bonds     Borrowings (of a value greater than 2 billion yen per transaction)**10.** **Matters relating to group companies (subsidiaries under the Corporate Law excludinginvestment business partnership and special purpose companies)**     Matters regarding the Company’s domestic group insurance companies to be approved by theCompany in advance: **•** Management plans and budget plans  **•** Election and removal of Directors and Corporate Auditors  **•** Issue of new shares and split of shares  **•** Other matters requiring a resolution of the general meeting of shareholders     Report: Important executive structure in the group business     Matters regarding shares (issue of new shares, split or consolidation of shares, and exchangeor transfer of shares) (matters that may affect the substantial control by the Company)     Matters regarding stock acquisition rights     Important business alliance
 

 
     Establishment, elimination, and consolidation of a *kogaisha-tou*(Subsidiary Company,Subsidiary, etc. or affiliated corporation under the Insurance Business Law) (of a value greaterthan 5 billion yen per transaction)     Participation in new business, new investment (including a series of investments), additionalbusiness investment, withdrawal from business and other matters (of a value greater than 5 billionyen per transaction (or, with respect to sale and purchase of listed shares, of a value greaterthan 10 billion yen per transaction))     Guaranty between group companies (of a value greater than 5 billion yen per transaction)     Transfer or acquisition of fixed assets (of a value greater than 5 billion yen pertransaction)     Lease transaction of fixed assets (the total estimated lease amount greater than 5 billion yenper transaction)     Bringing and settlement of material litigation (amount of litigation greater than 5 billionyen or litigation that may materially affect the group management)     Report: Responding to material litigation (amount of litigation greater than 5 billion yen,etc.)     Determination of other important matters regarding the operation, business or assets of thecompanies (of a value greater than 5 billion yen per transaction)     Report: Important management matters regarding risk management and compliance     Report: Important management matters regarding results of internal auditing     Report: sanctions imposed by governmental agencies under the laws and ordinances, oraccusation regarding breach of laws and ordinances by governmental agencies     Report: Inability of or delay in collection of receivables (the predicted amount for which isgreater than 5 million yen per transaction)     Report: Damage arising from disasters or in the course of business operations (the estimatedamount of damage for which is greater than 5 million yen)     Report: Occurrence of other material facts regarding the operation, business or assets of theCompany (of a value greater than 5 billion yen per transaction)**11.** **Other matters**     Resolution; Report: Any other matters as provided for in laws and regulations or in theArticles of Incorporation, matters resolved by the general meetings of shareholders to bedelegated, and any other important matters relating to the execution of business of the Company andits group(As amended on April 1, 2010)