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**REGULATIONS OF THE BOARD OF DIRECTORS****(PURPOSE)**     **ARTICLE 1**— Matters relating to the Board of Directors shall be subject to these Regulationsof the Board of Directors, in addition to the provisions of laws, ordinances and the Articles ofIncorporation.**(COMPOSITION)**     **ARTICLE 2**— The Board of Directors shall be composed of all of the Directors.     2. Corporate Auditors shall be present at meetings of the Board of Directors and state theiropinions if deemed necessary.**(CONVENING)**     **ARTICLE 3**— Ordinary Meetings of the Board of Directors shall, in principle, be held once amonth, and extraordinary Meetings of the Board of Directors shall be held whenever necessary.**(PERSON TO CONVENE MEETINGS)**     **ARTICLE 4**— The Chairman of the Board shall convene Meetings of the Board of Directors. Ifthe Chairman of the Board is unable to do so, a Director shall convene Meetings in accordance withthe order determined in advance by a resolution of the Board of Directors.**(CONVOCATION PROCEDURES)**     **ARTICLE 5**— Notice of a Meeting of the Board of Directors shall be given to each Director andCorporate Auditor at least three (3) days before the day of the Meeting; provided, however, that incase of emergency such notice period may be shortened.     2. Meetings of the Board of Directors may be held without the convocation procedures set forthin the preceding paragraph if there is unanimous consent of all Directors and Corporate Auditors.**(CHAIRMAN)**     **ARTICLE6**— The Chairman of the Board shall act as chairman at Meetings of the
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Board of Directors. If the Chairman of the Board is unable to do so, a Director shall act inhis or her place in accordance with the order determined in advance by a resolution of the Board ofDirectors.**(ATTENDANCE OF PERSONS OTHER THAN DIRECTORS AND CORPORATE AUDITORS)**     **ARTICLE 7**— The Board of Directors may, if it deems necessary, allow Executive Officers andother persons to be present at the Meetings of the Board of Directors, and it may ask those personsto provide explanations or make reports.     2. The Board of Directors may allow the General Manager of Legal & Corporate Affairs Dept. andGeneral Manager of Secretariat to be present at the Meetings of the Board of Directors to provideadministrative services.**(MATTERS TO BE RESOLVED)**     **ARTICLE 8**— Matters to be resolved by the Board of Directors shall be as set forth below.Matters to which specific criteria apply as provided for in the schedule titled “Criteria onMatters for Resolution by the Board of Directors” shall be resolved in accordance with thoseprovisions.*Matters relating to the Company*     (1) Determination of the JX Group Mission Statement;     (2) Determination of the Medium- to Long-Term Management Plans;     (3) Determination of the budget;     (4) Decisions on major capital investment;     (5) Disposition and acquisition of major assets;     (6) Large investments, loans, and guarantees;     (7) Creation of major security interests;     (8) Large borrowings;
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     (9) Handling of major lawsuits and execution of major agreements;     (10) Large compensation payments and waiver of large claims;     (11) Election of Representative Directors and Directors with titles;     (12) Election of Executive Officers and appointment of Executive Officers with titles;     (13) Major personnel decisions (including appointment of Senior Executive Adviser andadvisers);     (14) Major organizational addition, alteration, and abolition;     (15) Decisions on improvement of internal control system;     (16) Convocation of General Meeting of Shareholders and determination of proposals to besubmitted to General Meeting of Shareholders;     (17) Determinationof the order in which Directors act as chairman at the General Meetings ofShareholders;     (18) Approval of financial documents, business reports and supporting schedules thereto;     (19) Approval of extraordinary financial documents;     (20) Approval of consolidated financial documents;     (21) Approval of consolidated and non-consolidated financial statements (including thoserelating to quarterly settlement);     (22) Earnings outlook and amendments thereto;     (23) Approval of transactions made by a Director that are competitive with the Company’sbusiness operations or conflict with the Company’s interests;     (24) Establishment of the record date for determination of which shareholders are entitled toexercise their rights;     (25) Acquisition of treasury stock from subsidiaries;
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     (26) Acquisition of treasury stock through market transactions, etc.;     (27) Cancellation of treasury stock;     (28) Share splits;     (29) Allotment of shares without consideration;     (30) Decrease in the number of shares constituting one unit, or abolition of the Articles ofIncorporation provision regarding shares constituting one unit;     (31) Determination of terms and conditions for offerings of shares;     (32) Purchase by the Company of fractional shares;     (33) Determination of terms and conditions for offerings of stock acquisition rights and bondswith stock acquisition rights;     (34) Major decisions regarding bond offerings;     (35) Decisions on interim dividends;     (36) Determination of administrator of the Shareholder Register and place to perform his orher duties;     (37) Establishment, abolition of, and amendment to the Share Handling Regulations, theRegulations of the Board of Directors, and the Regulations for Executive Officers;     (38) Establishment, abolition of, and amendment to the Criteria for Directors’ Remunerationand the Criteria for Directors’ Bonuses;     (39) Establishment, abolition of, and amendment to the Criteria for Executive Officers’Remuneration and the Criteria for Executive Officers’ Bonuses;     (40) Other matters set forth in laws or ordinances; and     (41) Any other matters that the Board of Directors deems necessary other than those set forthin items (1) through (40) above.
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*Matters relating to JX Nippon Oil & Energy Corporation, JX Nippon Oil & Gas ExplorationCorporation, JX Nippon Mining & Metals Corporation (collectively, the “Core Business Companies”)and other Group companies*     (42) Decision on major capital investment;     (43) Disposition and acquisition of major assets;     (44) Large investments, loans, and guarantees;     (45) Creation of major security interests;     (46) Large borrowings;     (47) Handling of major lawsuits and execution of major agreements;     (48) Large compensation payments and waiver of large claims;     (49) Election of the directors and corporate auditors of the Core Business Companies(including appointment of representative directors and directors with titles);     (50) Approval of proposals to be submitted to the general meetings of shareholders of the CoreBusiness Companies;     (51) Approval of any surplus distribution, etc., of the Core Business Companies; and     (52) Any other matters that the Board of Directors deems necessary other than those set forthin items (42) through (51) above.**(RESOLUTIONS)**     **ARTICLE 9**— Resolutions at Meetings of the Board of Directors shall be adopted by a majorityvote of the Directors present and entitled to vote at the meeting, which must be attended by amajority of the Directors.     2. Directors who have a special interest in connection with any matter to be resolved by theBoard of Directors may not participate in that resolution.     3. If a matter requires urgent resolution by the Board of Directors but it is difficult tohold a Meeting of the Board of Directors, the Company shall deem that the Board of Directors
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has adopted the resolution in the manner set forth in Article 27 of the Articles ofIncorporation.**(DELEGATION OF BUSINESS OPERATION DECISIONS)**     **ARTICLE 10**— The Board of Directors shall delegate to the Representative Directors businessoperation decisions other than those set forth in Article 8.**(REPORTING)**     **ARTICLE 11**— Matters to be reported to the Board of Directors shall be as follows:*Matters relating to the Company*     (1) Business operation conditions;     (2) Accounting conditions;     (3) Submission of annual securities reports and quarterly reports, and documents to confirmappropriateness of these reports;     (4) Submission of internal control reports;     (5) Material facts relating to transactions made by a Director that are competitive with theCompany’s business operations or conflict with the Company’s interests; and     (6) Any other matters that the Board of Directors deems necessary other than those set forthin items (1) through (5) above.*Matters relating to the Core Business Companies and other Group companies*     (7) Business operation conditions of the Core Business Companies;     (8) Accounting conditions of the Core Business Companies;     (9) Except for those matters resolved by the Company’s Board of Directors, the following:major capital investment; disposition and acquisition of major assets; large investments, loans andguarantees; creation of major security interests; large borrowings; handling of major lawsuits andexecution of major agreements; and large compensation payments and waiver of large claims;
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     (10) Election of the executive officers of the Core Business Companies, appointment of theexecutive officers with titles of the Core Business Companies, delegation of roles to executiveofficers, and other major personnel decisions for the Group companies;     (11) Major organizational addition, alteration and abolition in the Core Business Companies;     (12) Establishment, abolition of, and amendment to the regulations of the boards of directorsand the regulations for executive officers of the Core Business Companies; and     (13) Any other matters that the Board of Directors deems necessary other than those set forthin items (7) through (12) above.     2. If any Director or Corporate Auditor notifies all Directors and Corporate Auditors of amatter to be reported to a Meeting of the Board of Directors, the matter is not required to bereported.**(MINUTES)**     **ARTICLE 12**— Minutes shall be prepared at each Meeting of the Board of Directors as providedfor in the ordinances of the Ministry of Justice, and shall note or record the date, time and placeof the Meeting, and the course and results, etc. of the proceedings of the Meeting.     2. If the Company deems that the Board of Directors has adopted the resolution as set forth inArticle 9, Paragraph 3, minutes shall be prepared as provided for in the ordinances of the Ministryof Justice, and shall note or record the details of the matter that the Company deems that theBoard of Directors has resolved.     3. If any Director or Corporate Auditor notifies all Directors and Corporate Auditors of amatter to be reported to a Meeting of Board of Directors as set forth in Article 11, Paragraph 2,minutes shall be prepared as provided for in the ordinances of the Ministry of Justice, and shallnote or record the details of the matter to be reported.     4. The Company shall keep the minutes described in Articles 12, Paragraphs 1 through 3 at thehead office of the Company for ten (10) years.
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[Translation]ScheduleCriteria for Matters for Resolution by the Board of Directors1. Matters relating to the Company                       Category  Criteria for Matters for Resolution  N.B.  (4) Decisions on major capital investment  (1)  Any such investment valued at 10,000,000,000 yen or more          (2)  Any such investment valued at 5,000,000,000 or more for whichdeliberation is necessary from the standpoint of proper riskmanagement for the Group, such as one with a high degree ofuncertainty in respect of the amount or profitability of theinvestment        (5) Disposal and acquisitionof major assets  Sale1 orabandonment2 ofland or other fixed assets  (1)  Any such asset valued at10,000,000,000 yen or more  1  Value to be based on whichever isthe highest of the book value, the sale value, and the assessed value.      (2)  Any such asset valued at5,000,000,000 or more forwhich deliberation isnecessary from the standpointof proper risk management forthe Group  2  Value to be based on the book value.          3  Value to be based on the acquisition cost.