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7.1
    
    Each business unit general manager, division general manager or other person separately
appointed by the Committee (each, a Compliance Officer) shall be accountable to the
Committee concerning Compliance matters within his or her area of jurisdiction.7.2
    
    The Compliance Officer shall use its best efforts to take appropriate actions by
accepting support from the Office as necessary.
     9.1
    
    Each of the directors, auditor members, executive officers and other employees of the
Company must make an effort to:
 a)
    
    Promote honest and ethical conduct, including the ethical handling of conflicts
of interest,b)
    
    Promote full, fair, accurate, timely and understandable disclosure,c)
    
    Promote compliance with applicable laws and governmental rules and regulations,
andd)
    
    Deter wrongdoing.
 9.2
    
    Each of the directors, auditor members, executive officers and other employees of the
Company owes a duty to the Company to act with integrity. Integrity requires, among other
things, being honest and candid. Deceit and subordination of principle are inconsistent
with integrity.9.3
    
    Each of the directors, auditor members, executive officers and other employees of the Company
must:
 a)
    
    Act with integrity, including being honest and candid while still maintaining the
confidentiality of information where required or consistent with the Companys policies,b)
    
    Observe both the form and spirit of laws and governmental rules and regulations,
accounting standards and Company policies, andc)
    
    Adhere to a high standard of business ethics.
  10.1
    
    Each of the directors, auditor members, executive officers and other employees of the
Company shall refrain from conduct that conflicts with the interests of the Company and
shall subordinate their personal interests to those of the Company. A conflict of
interest can arise when any of the directors, auditor members, executive officers and other
employees of the Company takes actions or has interests that may make it difficult to
perform his or her Company work objectively and effectively. Before taking any action that
might conflict with or compete against the interests of the Company, directors must obtain
prior approval from the Board of Directors in accordance with Section 1 of Article 356 and
Article 365 of the Companys Act of Japan.10.2
    
    Some clear conflict of interest situations that should always be approved by the Board of
Directors, if material to either the Company or to the individual, include the following:
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a)
    
    Any significant direct or indirect ownership or other financial interest in any
supplier or customer;b)
    
    Any consulting or employment relationship with any customer, supplier or
competitor;c)
    
    Any outside business activity that detracts from an individuals ability to
devote appropriate time and attention to his or her responsibilities with the Company;d)
    
    The receipt of non-nominal gifts or excessive entertainment from any company with
which the Company has current or prospective business dealings;e)
    
    Being in the position of supervising, reviewing or having any influence on the
job evaluation, pay or benefit of any immediate family member;f)
    
    Selling anything to the Company or buying anything from the Company, except on
the same terms and conditions as comparable officers or directors are permitted to so
purchase or sell;g)
    
    Any Transaction covered by Article 10.3 below; andh)
    
    Related Party Transactions as further described in Article 10A below.
 10.3
    
    a) Subject to the exceptions provided in Section 402 of the Sarbanes-Oxley Act of 2002
(SOX Act), the Company is not permitted to, directly or indirectly, including through any
subsidiary, (i) extend or maintain credit, (ii) arrange for the extension of credit by any
person or entity, whether or not affiliated with the Company or any of its subsidiaries (for
example, a bank with which the Company has a business relationship), or (iii) renew an
extension of credit, in the form of a personal loan to or for any director or executive
officer (or equivalent thereof) of the Company (or to a Related Party of any such person
as defined in Article 10A.7 below). Any exceptions to this provision shall be reviewed and
approved in the same manner as specified for Related Party Transactions in Article 10A.2
below.b) In furtherance of the Companys compliance with Section 402 of the SOX Act, the Company
shall cause each subsidiary of the Company to adopt a policy to ensure that such subsidiary
does not engage in the type of transaction prohibited by Section 402 of the SOX Act with any
director or executive officer (or equivalent thereof) of the Company. The Office shall
prepare a list of the Companys directors and executive officers annually and send such list
to each subsidiary. Any changes to the Companys directors and executive officers during a
year shall be communicated to the Company and each subsidiary as soon as practicable.10.4
    
    Anything that would present a conflict for any of the directors, auditor members,
executive officers or other employees of the Company would likely also present a conflict if
related to a member of his or her family.10.5
    
    When the directors, auditor members, executive officers and other employees of the
Company are uncertain as to whether their or others conduct might conflict with the
Companys interests, they shall consult with and/or report to the Office.
  10A.1
    
    A Related Party Transaction means a transaction or arrangement or series of
transactions or arrangements (other than those specifically prohibited by Article 10.3) in
which the Company participates (whether or not the Company is a party) and a Related Party
has a direct or indirect material interest in such transaction, including purchase and sale
transactions, as well as loans or extensions of credit, whether made by the Company or by a
third party if arranged by the Company. For the avoidance of doubt, the term Related Party
Transactions (A) shall not include: (i) transactions between the Company and any of its
subsidiaries or (ii) transactions between subsidiaries of the Company, but (B) shall include
a transaction between a Related Party and a subsidiary of the Company.10A.2
    
    All Related Party Transactions, including all material terms and conditions, shall be
reviewed and approved by (i) a majority of the members of the Board of Directors, (ii) a
majority of auditor members who have never been a director, executive officer or employee of the Company (Outside
Auditors) and (iii) in-house counsel or the head of the legal department of the Company, in
advance of the
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Company entering into such a transaction. The procedures for approval by the Board of Directors shall be governed by the provisions of Article 10B. The advice of outside
counsel qualified to practice U.S. law (and/or the law of any other relevant jurisdiction)
concerning (i) the legality of the Related Party Transaction and (ii) any related required
disclosures, should be obtained prior to the consideration of such transaction by the Board
of Directors and Board of Corporate Auditors; provided, however, that with the approval of
the Outside Auditors such approval and advice may be obtained comprehensively with respect to
continuous regular transactions, with the effective term of such approval and advice being
not longer than one year.10A.3
    
    The commercial terms of all Related Party Transactions (terms and conditions that are
subject to the comprehensive approval in case of the proviso of the preceding paragraph)
shall be determined by negotiations with the other party (the Related Party) at arms-length
by persons designated by the Board of Corporate Auditors for such purpose.10A.4
    
    The Companys Outside Auditors shall be provided with a detailed report of all Related
Party Transactions no later than thirty days prior to the deadline for the filing of the
Companys quarterly report with the Financial Supervisory Agency of Japan (or if entered
into less than thirty days before such deadline, such notice shall be provided to the
Outside Auditors promptly).10A.5
    
    The Companys Accounting and Finance Department staffs (i) shall receive additional
training with respect to, and (ii) shall adopt procedures to clearly document consideration
and resolution of issues under, relevant accounting principles applicable to Related Party
Transactions, including transactions with variable interest entities, under Generally
Accepted Accounting Principles and related accounting guidance, including FASB
Interpretation No. 46R (Consolidation of Variable Interest Entities).10A.6
    
    Related Parties include:
  10A.7
    
    Each director and executive officer of the Company and any 10% Beneficial Owner who
intends to, directly or indirectly through an immediate family member or an entity that is
controlled, directly or indirectly, by that person, or in which that person has a material
ownership or other financial interest, enter into a Related Party Transaction shall, prior
engaging in any such transaction, disclose such intention and all of the material facts with
respect to such transaction to the head of the Companys legal department. The legal
department shall oversee the commencement of the review procedures of any Related Party
Transaction in accordance with Article 10A.2 and Article 10B. If the director, executive
officer or 10% Beneficial Owner has not commenced the disclosure and review procedures in
accordance with this Article 10A, then the Company (or the subsidiary participating in the
Related Party Transaction) shall commence the review procedures.10A.8
    
    In furtherance of the Companys compliance with this Article 10A, the Company shall
cause each subsidiary of the Company to adopt a policy to ensure that such subsidiary does
not knowingly engage
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in a Related Party Transaction without first disclosing such transaction and all of the material facts with respect to such transaction to the head of
the Companys legal department. The Office shall prepare a list of the Companys directors,
executive officers and 10% Beneficial Owners annually and send such list to each subsidiary.
Any changes to the Companys directors , executive officers or 10% Beneficial Owners during
a year shall be communicated to the Company and each subsidiary as soon as practicable.10A.9
    
    Articles 10 and 10A shall be applied together when determining whether a conflict of
interest or a Related Party Transaction must be approved.
  10B.1
    
    Appropriate prior notices shall be sent to all directors and auditor members with
respect to all General Meetings of the Board of Directors and Extraordinary Meetings of the
Board of Directors. If any Related Party Transaction is included in the business of any
Board of Directors Meeting, written proposals that explain such Related Party Transaction
requiring approvals shall be sent to all directors and auditor members in advance of such
meeting.10B.2
    
    With respect to the Board of Directors meeting (including video or audio conferences)
the business of which includes any Related Party Transaction, at least one Outside Auditor
must ordinarily be present thereat.10.B.3
    
    In case no Outside Auditor was present at the Board of Directors Meeting, the business of
which includes any Related Party Transaction, all matters concerning the Related Party
Transaction resolved at the said Board of Directors Meeting shall be notified to all
directors and auditor members at least one business day prior to the implementation thereof.10.B.4
    
    Whether or not any Related Party Transaction is included in the business thereof, in case
none of the Outside Auditors was able to attend the Board of Directors Meeting, the draft of
the minutes of the said Board of Directors Meeting shall be sent to all directors and
auditor members within 5 business days from the date on which the Board of Directors Meeting
was held.
  11.1
    
    Each of the directors, auditor members, executive officers and other employees of the
Company is required to be familiar with and comply with the Companys Disclosure Controls
and Procedures applicable to him or to her, so that the Companys subject reports and
documents filed with the Securities and Exchange Commission (the SEC) comply in all
material respects with the applicable federal securities laws and SEC rules.11.2
    
    Each of the directors, auditor members, executive officers and other employees of the
Company having direct or supervisory authority regarding these SEC filings or the Companys
other public communications concerning its general business, results, financial condition
and prospects should, to the extent appropriate within his or her area of responsibility,
consult with other Company officers and employees and take other appropriate steps regarding
these disclosures with the goal of making full, fair, accurate, timely and understandable
disclosure.11.3
    
    Each of the directors, auditor members, executive officers and other employees of the
Company must:
 a)
    
    Familiarize himself or herself with the disclosure requirements applicable to the
Company as well as the business and financial operations of the Company,b)
    
    Not knowingly misrepresent, or cause others to misrepresent, facts about the
Company to others, whether within or outside the Company, including to the Companys
independent auditors, governmental regulators and self-regulatory organizations.
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c)
    
    Properly review and critically analyze proposed disclosure for accuracy and
completeness (or, where appropriate, delegate this task to others).
 11.4
    
    Considering the Companys dual listings and reporting obligations in Japan and the United
States, the Company shall consult with outside counsel qualified to practice U.S. securities
laws and obtain such outside counsels review in advance with respect to the disclosure and
substantive implications under the U.S. securities laws of (a) any Related Party
Transaction, (b) any disclosure required to be furnished under Form 6-K or included in a
Form 20-F and (c) any other disclosure or transaction identified by outside U.S. securities
law counsel in connection with the annual training referenced in Article 19.2 below.11.5
    
    Any question to or review or advice by such qualified outside counsel shall be recorded
in writing either from such qualified outside counsel or from the Company to such qualified
outside counsel. Such documents (which may be an e-mail) shall be retained as a Company
record.
    13.1
    
    The Company does not seek competitive advantage through unlawful or unethical business
practices.13.2
    
    Each of the directors, auditor members, executive officers and other employees of the
Company shall endeavor to deal fairly with customers, competitors and other parties with
whom they deal during the course of business, and shall refrain from engaging in unfair
transactions or acts, such as price or market manipulation, concealing facts, taking
advantage of information that they become aware of based on their position, miscommunication
of material information and similar such acts.
    15.1
    
    Each of the directors, auditor members and employees of the Company must observe all laws
and regulations applicable to the Companys business.15.2
    
    Each of the directors, auditor members, executive officers and other employees of the
Company must exercise sufficient care with respect to investments in securities so that they
do not violate any applicable insider-trading laws and so that they comply with applicable
securities laws (e.g., Financial Instruments Exchange Act; U.S. Securities Exchange Act) and
regulations and Company rules. Each of the directors, auditor members, executive officers
and other employees of the Company must consult with and/or report to the Office if they do
not understand applicable laws or regulations or if they have any doubts regarding their
application.
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17.1
    
    From time to time, the Company may waive some provisions of this Code of Ethics. The
directors, auditor members, executive officers and other employees of the Company who
believe that a waiver may be called for should contact the Office. A waiver involving a
director or exeutive officer shall be approved in the same manner as a Related Party
Transaction.17.2
    
    Any changes to or waiver of this Code of Ethics for directors or executive officers of
the Company will, to the extent required, be promptly disclosed as provided by rules and
regulations of the SEC and the Financial Services Agency of Japan.
       19.1
    
    The Personnel Division shall consider, and consult with the Board of Corporate Auditors
with respect to, ways to improve Compliance awareness when it designs training programs for
the directors, auditor members, executive officers and other employees of the Company.19.2
    
    Directors, executive officers, auditor members, and heads of the Accounting, Finance and
Legal Divisions shall participate in training to be conducted by experts in U.S. securities
law to be selected by the Board of Corporate Auditors, about the main principles of and
disclosures required by the rules and regulations of the U.S. Securities and Exchange
Commission (including the SOX Act). Such training shall be held on annual basis, promptly
after the General Meeting of Shareholders. Such training shall communicate, among other
things, the Companys requirement that outside U.S. securities law counsel shall review all
proposed Japanese and English language disclosures regarding Related Party Transactions,
those of the nature described in General Instruction B to SEC Form 6-K and those of the
nature required to be included on Form 20-F prior to such disclosures being made.
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