MS&AD Insurance Group Holdings, Inc.
 Share Handling Regulations
 Chapter I General Provisions
 (Purpose)
 Article 1
  (Administrator of Shareholders Registry)
 Article 2
         Chapter II Record in Shareholders Registry
 (Record in Shareholders Registry)
 Article 3
 1.
    
    Entries in the shareholders registry will be changed upon notification from JASDEC such as a
general shareholders notification (except for the notification (the Individual Shareholder
Notification) prescribed in Paragraph 3 of Article 154 of the Law Concerning Book-Entry
Transfer of Corporate Bonds, Shares, Etc. (the Book-Entry Law)).2.
    
    In addition to the preceding paragraph, in the case of issuing new shares or other cases
prescribed by law or ordinance, changes will be made to entries in the shareholders registry
without notification from JASDEC.3.
    
    Entries in the shareholders registry are recorded by using characters and symbols designated
by JASDEC.
 (Notification Concerning Entries in Shareholders Registry)
 Article 4




---



##### 



(Representative of Legal Entity)
 Article 5
  (Representative of Joint Shareholders)
 Article 6
  (Statutory Representatives)
 Article 7
  (Notification of Address to Receive Notices for Shareholders Residing Abroad)
 Article 8
  (Method of Confirmation of Notification through JASDEC)
 Article 9
  Chapter III Confirmation of Shareholder Identity
 (Confirmation of Shareholder Identity)
 Article 10
 1.
    
    If a shareholder (including a shareholder who gives the Individual Shareholder Notification)
makes a request or otherwise exercises its shareholders rights (the Request), the
shareholder shall attach or provide materials that certify the Request is made by such
shareholder himself/herself (Certification), except when the Company can identify the
Request as being made by such shareholder.2.
    
    If the Request by a shareholder is submitted to the Company through the Securities Company
and JASDEC, the Request is deemed to have been made by such shareholder himself/herself, and
Certification is not required.




---



##### 



3.
    
    If a proxy makes the Request, the proxy shall follow the procedures set out in Paragraphs 1
and 2 of this Article, and attach a power of attorney to which the shareholders signature or
name and seal impression are affixed. The proxys name or company name and address are
required to be entered in the power of attorney.4.
    
    Paragraphs 1 and 2 of this Article apply mutatis mutandisto proxies.
 Chapter IV Procedures for Exercising Shareholder Rights
 (Minority Shareholders Right)
 Article 11
  (Shareholder Proposal to be Entered in Reference Document for Shareholder Meeting)
 Article 12
  (1)
    
    Reason for proposal
400 Japanese characters for each agenda item(2)
    
    Matters to be entered in the reference document for the shareholders meeting for an
agenda item concerning the election of officers
400 Japanese characters for each candidate
 (Method to Request Purchase of Shares Less Than One Unit)
 Article 13
  (Determination of Purchase Price)
 Article 14
 1.
    
    The per share purchase price of a purchase request under the preceding paragraph shall be the
closing price of the shares of the Company on the Tokyo Stock Exchange on the day the request
documents reach the place of business of the administrator of the shareholders registry.
However, if there is no trading of the shares of the Company on that day, or if that day falls
on a holiday of the Tokyo Stock Exchange, the purchase price per share shall be the execution
price of the first trading of the shares of the Company thereafter.2.
    
    The purchase price shall be the amount obtained by multiplying the per share purchase price
determined under the preceding paragraph by the number of shares that are the subject of the
purchase request.
 (Payment of Purchase Proceeds)
 Article 15
 1.
    
    The Company shall pay the amount equivalent to the purchase price in the preceding




---



##### 



Article (the Purchase Proceeds) on 4th business day from the business day immediately
following the day the per share purchase price is determined, except as otherwise determined
by the Company. However, if the purchase price is a price reflecting the right to
distribution of surplus or stock splits, the Company shall pay the Purchase Proceeds by the
record date.2.
    
    A person filing a request to purchase shares under the preceding paragraph may request the
payment of the Purchase Proceeds by bank transfer to the bank account designated by the person
or in cash to any branch of Japan Post Bank Co., Ltd.
 (Transfer of Shares Purchased)
 Article 16
  (Method of Sale Request)
 Article 17
  (Sale Request Exceeding Balance of Treasury Stock)
 Article 18
  (Effective Date of Sale Request)
 Article 19
  (Determination of Sale Price)
 Article 20
 1.
    
    The per share sale price of the Sale Request shall be the closing price of the shares of the
Company on the Tokyo Stock Exchange on the effective date of the Sale Request. However, if
there is no trading of the shares of the Company on that day, or if that day falls on a
holiday of the Tokyo Stock Exchange, the sale price shall be the execution price of the first
trading of the shares of the Company thereafter.2.
    
    The sale price shall be the amount obtained by multiplying the per share sale price
determined under the preceding paragraph by the number of shares that are the subject of the
Sale Request.
 (Transfer of Shares Sold)
 Article 21




---



##### 



(Suspension Period of Processing Sale Requests)
 Article 22
 1.
    
    The Company shall suspend the processing of any Sale Request each year during the period
starting on the 10th business day prior to the following dates and ending on the following
dates:
 (1)
    
    March 31;(2)
    
    September 30; and(3)
    
    Any other shareholders determination dates determined by JASDEC.
 2.
    
    Notwithstanding the preceding paragraph, the Company may set other periods during which Sale
Requests shall not be processed as the Company deems necessary.
 Chapter V Exceptional Provisions for Special Account
 (Exceptional Provisions for Special Account)
 Article 23