1.
    
    The Board of Company Auditors shall be composed of all of the Company Auditors.2.
    
    The Board of Company Auditors shall have a full-time Company Auditor and a chairperson.
  1.
    
    The Board of Company Auditors shall be reported on important matters concerning audits, and
shall discuss and resolve these matters. That, however, shall not preclude each Company
Auditor from exercising his or her power.
  1.
    
    The Board of Company Auditors shall perform the duties set out below. However, the
determination set out in (3) below shall not preclude each Company Auditor from exercising his
or her power.
 (1)
    
    Preparation of audit reports.(2)
    
    Appointment and removal of full-time Company Auditors.(3)
    
    Determination of audit policies, methods of investigating the state of the
Companys business and assets, and other matters relating to the
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performance of Company Auditors duties.
  1.
    
    The Board of Company Auditors shall, by its resolution, appoint and/or remove full-time
Company Auditors from among the Company Auditors.
  1.
    
    The Board of Company Auditors shall, by its resolution, elect a chairperson from among the
Company Auditors.2.
    
    In addition to the duties set forth in Paragraph 1 of Article 8, the chairperson of the Board
of Company Auditors shall perform the duties that are delegated by the Board of Company
Auditors. However, the chairperson of the Board of Company Auditors shall not preclude each
Company Auditor from exercising his or her power.
  1.
    
    Meetings of the Board of Company Auditors shall be held regularly once a month in principle.
However, meetings may be held from time to time when necessary.
  1.
    
    The chairperson of the Board of Company Auditors shall convene and preside over the meetings
of the Board of Company Auditors.2.
    
    Each Company Auditor is entitled to request the chairperson to convene a meeting of the Board
of Company Auditors.3.
    
    If the chairperson does not convene a meeting of the Board of Company Auditors despite a
request made under the preceding Paragraph, the Company Auditor who made the request shall be
entitled to convene and preside over the meeting.
  1.
    
    In order to convene a meeting of the Board of Company Auditors, a notice of convocation shall
be distributed to each Company Auditor at least three (3) days prior to the date of the
meeting. However, in case of urgent need, that period may be shortened.2.
    
    If unanimous consent of all Company Auditors is obtained, a meeting of the Board of Company
Auditors may be held without following the procedures for convocation.
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1.
    
    Resolutions of a meeting of the Board of Company Auditors shall be adopted by an affirmative
vote of a majority of all Company Auditors.2.
    
    Before adopting any resolution, Company Auditors shall conduct deliberations based on
sufficient materials.
  1.
    
    The Board of Company Auditors shall adopt audit policies, audit plans, allotment of audit
services, etc. by resolutions and report thereon to the Board of Directors.2.
    
    In addition to resolving the matters set out in the preceding Paragraph, the Board of Company
Auditors shall resolve matters it deems necessary for Company Auditors to perform their duties
such as creating budgets for audit expenses.3.
    
    The Board of Company Auditors shall adopt a resolution on the matters and systems set out
below, and request the Directors to develop such systems:
 (1)
    
    Matters relating to employees who are to assist the Company Auditors;(2)
    
    Matters relating to the independence of the employees from the Directors set
out in the preceding Item;(3)
    
    A reporting system for the Directors and the employees to Company Auditors, and
other reporting systems to Company Auditors; and(4)
    
    A system to ensure that Company Auditors audits are carried out effectively.
  1.
    
    The Board of Company Auditors shall hold meetings regularly with Representative Directors and
make efforts to develop a common understanding of the Company and its business with the
Representative Directors, by, for example, exchanging opinions in relation to the matters that
the Company faces, the environment in which Company Auditors operate, the important matters on
audits as well as making requests that it deems necessary.2.
    
    The Board of Company Auditors shall report to Representative Directors on audit policies,
audit plans as well as the progress and results of audits as appropriate.3.
    
    In addition to the matters stipulated by law, the Board of Company Auditors shall, upon
consultation with Directors, determine the matters on which Directors and employees should
report to the Board of Company Auditors pursuant to the system set out in Item (3), Paragraph
3 of the preceding Article, and it shall be reported with such matters.
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1.
    
    Company Auditors shall report to the Board of Company Auditors on the status of their duties
on a regular basis, from time to time and whenever requested by the Board of Company Auditors.2.
    
    Company Auditors who receive reports from an Accounting Auditor, Directors, employees of the
Internal Audit Division or any other relevant person shall report thereon to the Board of
Company Auditors.3.
    
    The Board of Company Auditors shall request reports from an Accounting Auditor, Directors,
and employees of the Internal Audit Division when necessary.4.
    
    When Company Auditors, an Accounting Auditor, Directors or employees of the Internal Audit
Division or any other relevant person notify all members of the Board of Company Auditors of
matters to be reported to the Board of Company Auditors pursuant to the preceding three (3)
Paragraphs, those matters shall not be required to be reported to the Board of Company
Auditors.
  1.
    
    If the Board of Company Auditors receives a report set out below, it shall conduct necessary
investigation and take appropriate measures according to the circumstances.
 (1)
    
    A report from Directors that a fact that might cause substantial detriment to
the Company has been discovered;(2)
    
    A report from an Accounting Auditor that a Director has acted improperly in
connection with the performance of his or her duties or that a material fact which may
constitute a breach of laws or regulations or the Articles of Incorporation has been
discovered; or(3)
    
    A report from either Directors or employees on matters stipulated in advance on
consultation with Directors.
  1.
    
    The Board of Company Auditors shall, after deliberation, prepare audit reports of the Board
of Company Auditors based on audit reports prepared by each Company Auditor.2.
    
    If the contents of the Board of Company Auditors audit report differ from the contents of
any Company Auditors audit report and that the relevant Company Auditor requests that the
contents of his or her audit report be attached to the audit report of the Board of Company
Auditors, then those contents shall be so attached.3.
    
    Each member of the Board of Company Auditors shall sign or affix his or her seal (or
electronic sign) on the Board of Company Auditors audit report. Full-time Company Auditors
and outside Company Auditors shall so indicate or record in the audit report.4.
    
    When the Company is to prepare Temporary Financial Statements or Consolidated Financial
Statements, the preceding three (3) Paragraphs shall
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apply mutatis mutandisto the preparation of those reports.
  1.
    
    The following matters concerning the election of Company Auditors shall be resolved at a
meeting of the Board of Company Auditors:
 (1)
    
    Consent for submission of proposals concerning election of Company Auditors to
a shareholders meeting;(2)
    
    Request for deliberation on election of Company Auditors at a shareholders
meeting; and(3)
    
    Request for submission of proposals concerning election of Company Auditors to
a shareholders meeting.
 2.
    
    The preceding Paragraph shall apply mutatis mutandisto the election of substitute Company
Auditors to fill vacancies of Company Auditors.
  1.
    
    The Board of Company Auditors shall discuss the appropriateness of reappointing the then
appointed Accounting Auditor.2.
    
    The following matters concerning the election, dismissal or reelection of an Accounting
Auditor shall be resolved at a meeting of the Board of Company Auditors:
 (1)
    
    Consent for submission of proposals concerning election of an Accounting
Auditor to a shareholders meeting;(2)
    
    Consent for deliberation on dismissal or non-reelection of an Accounting
Auditor at a shareholders meeting;(3)
    
    Request for submission of proposals concerning election of an Accounting
Auditor to a shareholders meeting;(4)
    
    Request for deliberation on election, dismissal or non-reelection of an
Accounting Auditor at a shareholders meeting; and(5)
    
    Appointment of persons to temporarily perform the duties of an Accounting
Auditor in his or her absence.
 3.
    
    The consent of all Company Auditors to dismiss an Accounting Auditor on statutory grounds
shall be obtained through deliberation at a meeting of the Board of Company Auditors. In such
case, a Company Auditor appointed by the Board of Company Auditors must report on the
dismissal and the reasons therefor at the first shareholders meeting after such dismissal.4.
    
    The Board of Company Auditors shall, when adopting resolutions and deliberating matters as
set forth in the previous two Paragraphs, discuss fitness, independence and ethical issues of
an Accounting Auditor, as well as the matters specified in Section 1 of Article 340 of the
Company Law, and make determination as to the Accounting Auditors ability to perform
obligations and duties in a comprehensive manner.5.
    
    The consent set out in the preceding Paragraph may be obtained either by written statement or
electromagnetic record when urgently required.
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1.
    
    Consent to remuneration of an Accounting Auditor or person who temporarily performs the
duties of an Accounting Auditor shall be obtained by resolution at a meeting of the Board of
Company Auditors.
  1.
    
    The following consent of all Company Auditors shall be obtained through deliberation at a
meeting of the Board of Company Auditors:
 (1)
    
    Consent for submission of proposals concerning the partial exemption of
Directors from their liabilities to a shareholders meeting;(2)
    
    Consent for submission of proposals concerning amendments to the Articles of
Incorporation so as to enable the partial exemption of Directors from their liabilities
by a resolution of a meeting of the Board of Directors to a shareholders meeting;(3)
    
    Consent for submission of proposals concerning the partial exemption of
Directors from their liabilities to a meeting of the Board of Directors in accordance
with the regulations of the Articles of Incorporation; and(4)
    
    Consent for submission of proposals concerning amendments to the Articles of
Incorporation so as to enable the execution of an agreement concerning the partial
exemption of outside Directors from their liabilities to a shareholders meeting.
 2.
    
    The consent set out in the preceding Paragraph may be obtained either by written statement or
electromagnetic record when urgently required.
  1.
    
    The consent of all Company Auditors for the Company to provide auxiliary intervention for a
Director defendant in a shareholder class action may be obtained through deliberation at a
meeting of the Board of Company Auditors.2.
    
    The consent set out in the preceding Paragraph may be obtained either by written statement or
electromagnetic record when urgently required.
  1.
    
    Company Auditors may deliberate on the following matters in advance at a meeting of the Board
of Company Auditors when exercising their powers or performing their obligations:
 (1)
    
    Explanations to questions asked by a shareholder to a Company Auditor before a
shareholders meeting;(2)
    
    Report to the Board of Directors and request for convocation of a meeting
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##### 



of the Board of Directors, etc;(3)
    
    Results of investigations concerning proposals or documents or other things to
be submitted to a shareholders meeting;(4)
    
    Request for suspension of the acts of Directors that are beyond the scope of
the Companys purpose or that breach any laws, regulations, or the Articles of
Incorporation;(5)
    
    Statement of opinions on election, dismissal, resignation and remuneration,
etc. of Company Auditors at a shareholders meeting;(6)
    
    Matters concerning lawsuits between the Company and Directors; and(7)
    
    Any other matters concerning bringing of lawsuits, etc.
  1.
    
    The amount of property benefits that Company Auditors shall receive, unless otherwise
stipulated in the Articles of Incorporation, shall be determined by resolution at a
shareholders meeting.2.
    
    The amount of property benefits that each Company Auditor shall receive, unless otherwise
stipulated in the Articles of Incorporation or resolved at a shareholders meeting, shall be
determined through deliberation among Company Auditors within the resolution of a shareholders
meeting set out in the preceding Paragraph.
  1.
    
    The Board of Company Auditors shall prepare minutes for each of its meetings, covering the
following matters and each Company Auditor present shall sign or affix his or her seal (or
electronic sign) to the minutes:
 (1)
    
    Place, date, and time of the meeting (including the method of attendance of any
Company Auditor, Director, or accounting auditor who was not at the location of the
meeting but who attended the meeting of the Board of Company Auditors);(2)
    
    Outline of the proceedings and the results thereof;(3)
    
    If a Company Auditor stated his or her opinion or made a statement at the Board
of Company Auditors meeting on any of the following matters, an outline of the details
of the opinion or statement:
 (a)
    
    A report from Directors that a fact that might cause
substantial detriment to the Company has been discovered; and(b)
    
    A report from an Accounting Auditor that a Director has acted
improperly in connection with the performance of his or her duties or a
material fact has been discovered such as a breach of the Articles of
Incorporation or a breach of laws or regulations.
 (4)
    
    The name or trade name of Directors or an Accounting Auditor present at the
meeting; and(5)
    
    The name of the chairperson of the meeting.
 2.
    
    If a report to the Board of Company Auditors is not required under Paragraph 4 of Article 13,
the minutes to be prepared shall contain the following matters:
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(1)
    
    The contents of matters that do not need to be reported to the Board of
Company Auditors;(2)
    
    The day the report to the Board of Company Auditors was no longer required;
and(3)
    
    The name of the Company Auditor who performed his or her duties in connection
with preparing the minutes.
 3.
    
    The Company shall retain the minutes set out in the preceding two (2) Paragraphs at its head
office for ten (10) years.
  1.
    
    The employees who are to assist the Company Auditors in the Company Auditors performance of
their duties, including the staff of Company Auditors Office, shall take charge of duties
concerning the convocation of the meetings of the Board of Company Auditors, preparation of
the minutes and any other general matters concerning operation of the Board of Company
Auditors.
  1.
    
    In addition to being governed by laws, regulations, the Articles of Incorporation and these
Regulations, matters concerning audits by the Board of Company Auditors and Company Auditors
shall be governed by the Company Auditors Auditing Standards which are established by the
Board of Company Auditors.
  1.
    
    Amendment and abolition of provisions of the Regulations shall be made by resolution of the
Board of Company Auditors.2.
    
    Revisions to the Regulations take effect as of the date and year first above written.
 - 8 -