MS&AD Insurance Group Holdings, Inc.
 Articles of Incorporation
 Chapter I. General Provisions
   MS&AD INSHUARANSU GURUPU HORUDINGUSU KABUSHIKI KAISHA,
    (1)
    
    management and administration of non-life insurance companies, life insurance companies and
companies that it may own as its subsidiaries under the Insurance Business Law; and(2)
    
    any other business incidental to the business provided for in the preceding item.
       (1)
    
    a board of directors;(2)
    
    corporate auditors;(3)
    
    a board of corporate auditors; and,(4)
    
    one or more accounting auditors.
   Nihon Keizai Shimbun
 Chapter II. Shares




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(1)
    
    the rights provided in the items in Article 189, Paragraph 2, of the Companies Act;(2)
    
    the right to allotment of the right to subscribe for shares and stock acquisition rights that
are proportionate to the number of shares already held by the shareholder; and(3)
    
    the right to demand as provided in the following Article.
  
  
  1.
    
    The Company shall have in place an administrator of shareholders registry.2.
    
    The administrator of shareholders registry and the place of its office shall be designated by
resolution of the Board of Directors and the Company shall give public notice of them.3.
    
    The preparation, maintenance and other administration relating to the Companys shareholders
registry and stock acquisition rights registry shall be delegated to the administrator of
shareholders registry; they shall not be handled by the Company.




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Chapter III. Shareholders Meetings
     
   
    1.
    
    The President and Director shall chair shareholders meetings. If the President and Director
is unable to do so, the Director next in the order previously determined by the Board of
Directors shall act in his or her place.2.
    
    The chair of a shareholders meeting convened at a shareholders demand shall be mutually
elected by and from among the shareholders present.
      1.
    
    Except as otherwise provided by laws and regulations or by the Articles of Incorporation,
resolutions of shareholders meetings shall be adopted by a majority of votes of the
shareholders entitled to exercise their voting rights and present.2.
    
    The resolution provided for in Article 309, Paragraph 2, of the Companies Act shall be
adopted by a two thirds or more of votes of the shareholders present at the meeting where the
shareholders holding one third or more of the voting rights of the shareholders entitled to
exercise their voting rights are present.
   1.
    
    A shareholder may vote through a proxy, who must be a shareholder who has a voting right.




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2.
    
    A shareholder or his or her proxy, shall at each shareholders meeting submit to the Company
document evidencing the authority of proxy.
 Chapter IV. Directors and the Board of Directors
  
    1.
    
    Directors shall be elected at shareholders meeting.2.
    
    Resolutions to elect Directors shall be adopted by a majority votes of the shareholders
present at the meeting where the shareholders holding one third or more of the voting rights
of the shareholders entitled to exercise their voting rights are present.3.
    
    Cumulative voting shall not be used in elections of Directors.
         1.
    
    The Board of Directors shall by its resolution appoint one or more Representative Directors.2.
    
    The Board of Directors may by its resolution appoint one or more Chairman and Directors, Vice
Chairman and Directors, President and Directors, Vice President and Directors, Senior Managing
Directors, and Managing Directors.
   1.
    
    Board of Directors meetings shall be convened by the Chairman and Director except as
otherwise provided by laws and regulations.2.
    
    If the office of Chairman and Director is vacant or the Chairman and Director is unable to do
so, the President and Director shall act in his or her place. If the President and Director is
unable to do so, the Director next in the order previously determined by the Board of
Directors shall act in his or her place.




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3.
    
    The convocation notice for a Board of Directors meeting shall be sent to each Director and
each Corporate Auditor at least 3 days prior to the date of the meeting. However, that period
may be shortened in the event of an emergency.
            1.
    
    The Company may, in accordance with Article 426, Paragraph 1, of the Companies Act and by
resolution of the Board of Directors, exempt to the extent permitted by laws and regulations a
Director (including retired Director) from liability for damages arising out of breach of the
Directors duties.2.
    
    The Company may, in accordance with Article 427, Paragraph 1, of the Companies Act, enter
into an agreement with an Outside Director limiting the Outside Directors liability for
damages arising out of breach of the Outside Directors duty. However, the maximum amount to
which that liability may be limited by such an agreement shall be the sum of the amounts set
out in the items in Article 425, Paragraph 1, of the Companies Act.
 Chapter V. Corporate Auditors and the Board of Corporate Auditors
    
  1.
    
    Corporate Auditors shall be elected at shareholders meeting.2.
    
    Resolutions to elect Corporate Auditors shall be adopted by a majority votes of the
shareholders present at the meeting where the shareholders holding one third or




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more of the voting rights of the shareholders entitled to exercise their voting rights are
present.
            1.
    
    The Board of Corporate Auditors shall by its resolution appoint one or more full-time
Corporate Auditors.2.
    
    The Board of Corporate Auditors may by its resolution appoint one or more standing Corporate
Auditors.




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1
    
    The Company may, in accordance with Article 426, Paragraph 1, of the Companies Act and by
resolution of the Board of Directors, exempt to the extent permitted by laws and regulations a
Corporate Auditor (including retired Corporate Auditor) from liability for damages arising out
of breach of the Corporate Auditors duties.2
    
    The Company may, in accordance with Article 427, Paragraph 1, of the Companies Act, enter
into an agreement with an Outside Corporate Auditor limiting the Outside Corporate Auditors
liability for damages arising out of breach of the Outside Corporate Auditors duty. However,
the maximum amount to which that liability may be limited by such an agreement shall be the
sum of the amounts set out the in the items in Article 425, Paragraph 1, of the Companies Act.
 Chapter VI. Accounts
  
    1.
    
    The record date for year-end dividends of the Company shall be March 31 ever year.2.
    
    The Company may, by resolution of the Board of Directors, pay interim dividends, the record
date for which shall be September 30 every year.3.
    
    The Company may fix a record date and pay dividends otherwise than as set out in the
preceding two paragraphs.4.
    
    If the dividend is payable in cash and 3 full years passes after the date it becomes payable,
the Company shall be exempt from any obligation to pay the dividend.5.
    
    No interest shall accrue on the dividend provided for in the preceding paragraph.