5. Each Corporate Auditor may demand to convene a meeting of the Board ofDirectors, whenever necessary, 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 be omittedif 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 special interestin 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 numberof the Directors having special interest shall not be included in the number of Directors referredto in the preceding paragraph. 3. Notwithstanding the provisions of Paragraph 1, a resolution of the Board of Directors will bedeemed 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 the Mattersto be Resolved. 2. Directors must report the matters stated in the attached Schedule as the Matters to be Reported. Provided, however, that if any of Directors or Corporate Auditors gives noticeto all of the other Directors and Corporate Auditors of the matters required to be reported to theBoard of Directors, then the matters are not required to be reported at a meeting of Board ofDirectors.
 

 
**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 the Board ofDirectors under Paragraph 3 of Article 8 by recording the content of those matters and othermatters 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 the regulationsof the internal committee of the Board of Directors adopted upon a resolution of the Board ofDirectors.**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 shareholdersBusiness report and its supporting schedulesThe order of priority for chairman at general meetings of shareholders**2. Matters relating to the Company’s Directors and Corporate Auditors:**Establishment, amendment, and abolition of the Regulations of the Board of DirectorsElection and removal of Representative DirectorsChange of system of, and election and removal of, Directors with TitlesElection and removal of Executive DirectorsResponsibilities of each DirectorAllocation of duties to DirectorsThe order of priority for convener and chairman of the Board of DirectorsDetermination of the amount of remuneration payable to individual DirectorsA Director at the same time assuming the post of a director, a corporateofficer, or a corporate auditor in another companyReport: An Outside Director at the same time assuming the post of a director, acorporate officer, or a corporate auditor in another companyApproval of competitive transactions conducted by Directors, transactionsconducted by Directors with the Company or transactions conducted by Directorsin conflict with the interests of the CompanyReport: Important matters regarding competitive transactions conducted byDirectors, transactions conducted by Directors with the Company, ortransactions conducted by Directors in conflict with the interests of theCompanyPartial release of Directors and Corporate Auditors from their liabilitiesExecution of a limited liability agreement with an Outside Director or anOutside Corporate AuditorEstablishment, change, and abolition of Internal Committees of the Board ofDirectors, and election and removal of committee membersEstablishment, amendment, and abolition of the Regulations of InternalCommittees of the Board of Directors**3. Matters relating to Company shares :**Issue of shares (soliciting of subscribers, secondary offering, split, andconsolidation of shares)Amendment to the number of shares constituting one unitDisposition of treasury stocks (soliciting of subscribers, secondary offerings,and cancellations)Acquisition of treasury stockListing and delisting of sharesSelection of administrator of shareholders registry and its place of businessEstablishment, amendment, and abolition of the Share Handling RegulationsReport: Annual Securities Report, Quarterly Report, Extraordinary Report andSecurities Registration Statement (including their equivalents under the U.S.Law)**4. Matters relating to settlement of Company accounts on a non-consolidated andconsolidated basis:**Non-Consolidated accounts (account settlement policy, financial statements andsupporting schedules) (annual, interim and quarterly)Consolidated accounts (account settlement policy, consolidated financialstatements and supporting schedules) (annual, interim and quarterly)Report: Summary of financial results (annual, interim and quarterly)Distribution of surplus (interim dividends)Report: Account settlement based on accounting principles generally accepted inthe United StatesExecution of new audit agreements, and termination of existing auditagreements, with Independent AuditorsReport: Material amendment to the provisions of the audit agreementsEstablishment, amendment, and abolition of the regulations of self-assessmentof properties and depreciations or provisionsEstablishment, amendment, and abolition of the guidelines of self-assessment ofproperties and depreciation or provisions of the Company’s direct subsidiariesReport: Reporting on the result of self-assessment of properties and its auditresults (the Company and the Company’s direct subsidiaries)**5. Matters relating to group management:**Basic policies with respect to the internal control systemEstablishment, change, and abolition of important board in the CompanyEstablishment and change of management philosophy, management policies andcharter of conduct
 

 
Establishment and change of management plansReport: Status report on various annual management plansEstablishment and change of interim and annual comprehensive budget plans (on agroup and non-consolidated basis)Report: Status of performance of business operationsManagement strategies, business strategies and capital policyReport: Verification of capital adequacyAssignment or purchase, or cessation or abolition, of business (excludingmatters to be resolved by the general meetings of shareholders (including, butnot limited to, assignment of all or a material part of the Company’sbusiness))Important business allianceBusiness investment (of a value greater than 2 billion yen per transaction orcommencement of important new business and change in important existingbusiness policies)Establishment, elimination, and consolidation of a group company (of a valuegreater than 2 billion yen)Guaranty granted by the Company in favor of a group company (of a value greaterthan 2 billion yen)Dividends from a Company’s direct subsidiaries in connection with businessinvestment and other events (of a value greater than 2 billion yen pertransaction)Establishment and change of executive personnel system and executivecompensation system of the group companiesAmendments to the important personnel system in the group businessGroup personnel change policy and personnel planGroup organizational strategy and organizational structure policyExecution of a group management administration agreementEstablishment and change of group basic policies: Ÿ Internal auditing basic policy  Ÿ Compliance basic policy and compliance standards  Ÿ Risk management basic policy  Ÿ Basic policy on intra-group transactions and business alliance  Ÿ Basic policy on disclosure control  Ÿ Basic policy on customer information management  Ÿ Basic policy on customer information sharing  Ÿ Basic policy on response to customer complaints  Ÿ Environmental basic policiesPolicy on asset management strategyEstablishment of important risk limitsEstablishment of maximum comprehensive credit limitsReport: Important matters regarding risk management and compliance with lawsand regulations in the group businessReport: Verification of the appropriateness of financial reporting**6. Matters relating to business operation of the Company:**Establishment, amendment, and abolition of the Regulations of Management ofBasic Internal RulesEstablishment and change of risk management policiesEstablishment and change of the compliance manual and compliance programReport: Status of performance of the compliance programEstablishment, amendment, and abolition of regulations of internal auditing andguidelines for execution of internal auditingEstablishment, amendment, and abolition of policies with respect to internalauditing and internal auditing plansReport: Reporting on internal auditingReport: Reporting on inspection results (important matters regardingmanagement) by supervising authoritiesEstablishment, change, or abolition of organizations (at the department level)Appointment or removal of associate directorsChange, promotion, degradation, assignment, suspension and reinstatement ofgeneral managersPersonnel appraisal, and promotion or degradation of rank, of general managersDismissal of employeesBringing and settlement of important litigation (amount of litigation greaterthan 2 billion yen or litigation that may materially affect the management)**7. Disposition and acquisition of important Company assets:**Purchase, construction, expansion and renovation, repair, exchange, sale,collaterization and demolition of real properties (of a value greater than 2billion yen per transaction)Lease of real properties (deposit or annual rent of a value greater than 2billion yen per transaction)Development of information systems (of a value greater than 2 billion yen pertransaction)Purchase, lease, change and disposition of movable properties, consumables andlike items (of a value greater than 2 billion yen per transaction) (except asotherwise specified)Lease of movable properties, consumables and like items (monthly rent of avalue greater than 100 million yen per transaction)Purchase and sale of fine arts such as paintings and sculptures (of a valuegreater than 100 million yen per transaction)Contribution (of a value greater than 100 million yen per transaction)
 

 
Participation in and withdrawal from outside organizations, and payment ofregular and extraordinary membership fees (of a value greater than 100 millionyen per transaction)Purchase and sale of memberships (of a value greater than 100 million yen pertransaction)Asset management (sale and purchase of securities, financial derivativetrading, credit, subordinated loans, subordinated bonds and other transactions)(of a value greater than 2 billion yen per transaction) (with respect tofinancial derivative trading, notional principal amounts)Liquidation of recoverable claims (of a value greater than 50 million yen pertransaction)**8. Significant amount of borrowings of the Company:**Issue of bondsBorrowings (of a value greater than 2 billion yen per transaction)**9. Matters relating to group companies (subsidiaries under the Corporate Lawexcluding investment business partnership and special purpose companies):**Matters regarding the Company’s direct subsidiaries to be approved by theCompany in advance: Ÿ Approval of management plans and budget plans  Ÿ Election and removal of Directors and Corporate Auditors  Ÿ Election and removal of Independent Auditors  Ÿ Approval of disposition of surplus  Ÿ Other matters requiring a resolution of the general meeting of shareholdersReport: Important executive structure in the group businessMatters regarding shares (issue of new shares, split or consolidation ofshares, and exchange or transfer of shares) (matters that may affect thesubstantial control by the Company)Matters regarding stock acquisition rightsImportant business allianceEstablishment, elimination, and consolidation of a *kogaisha-tou*(subsidiary,subsidiary corporation or affiliated corporation under the Insurance BusinessLaw) (of a value greater than 5 billion yen per transaction)Participation in new business, new investment (including a series ofinvestments), additional business investment, withdrawal from business andother matters (of a value greater than 5 billion yen per transaction (or, withrespect to sale and purchase of listed shares, of a value greater than 10billion yen per transaction))Guaranty between group companies (of a value greater than 5 billion yen pertransaction)Transfer or acquisition of fixed assets (of a value greater than 5 billion yenper transaction)Lease transaction of fixed assets (the total estimated lease amount greaterthan 5 billion yen per transaction)Bringing and settlement of important litigation (amount of litigation greaterthan 5 billion yen or litigation that may materially affect the groupmanagement)Determination of other important matters regarding the operation, business orassets of the companies (of a value greater than 5 billion yen per transaction)Report: Important management matters regarding risk management and complianceReport: Important management matters regarding results of internal auditingReport: sanctions imposed by governmental agencies under the laws andordinances, or accusation regarding breach of laws and ordinances bygovernmental agenciesReport: Inability of or delay in collection of receivables (the predictedamount for which is greater than 5 million yen per transaction)Report: Damage arising from disasters or in the course of business operations(the estimated amount of damage for which is greater than 5 million yen)Report: Occurrence of other material facts regarding the operation, business orassets of the Company (of a value greater than 5 billion yen per transaction)**10. Other matters:**Resolution; Report: Any other matters as provided for in laws and regulationsor in the Articles of Incorporation, matters resolved by the general meetingsof shareholders to be delegated, and any other important matters relating tothe execution of business of the Company and its group