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EXHIBIT 1.1

[English Translation]

ARTICLES OF INCORPORATION
OF
MILLEA HOLDINGS, INC.

Chapter I. General Provisions

(Trade name)

Article 1. The Company shall be named Kabushiki Kaisha Millea Holdings,
which in English shall be Millea Holdings, Inc..

(Objectives)

Article 2. The objectives of the Company shall be to engage in the
following businesses as an insurance holding company:



| | (1) |  | Management of non-life insurance companies, life insurance
companies, specialized securities companies, foreign companies
engaged in insurance businesses and any other company which is or
may become a subsidiary of the Company in accordance with the
provisions of the Insurance Business Law of Japan; and
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| | (2) |  | Any other business pertaining to the foregoing paragraph 1.                                                                                                                                                                                                                                                     

(Location of Head Office)

Article 3. The Company shall have its Head Office in Chiyoda-ku of the
Metropolis of Tokyo.

(Method of giving public notices)

Article 4. The Companys public notices shall appear in the newspaper The
Nihon Keizai Shimbun, which is published in the Metropolis of Tokyo.

Chapter II. Shares

(Total number of shares to be issued)

Article 5. The total number of the shares authorized to be issued by the
Company shall be 7,000,000. However, in the case of any redemption of shares,
the total number of shares

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authorized to be issued shall be decreased by a number of shares equal to
the number being redeemed.

(Additional purchase of fractional shares by holders of fractional shares)

Article 6. A holder of fractional shares may request the Company to sell
to such holder such amount of fractional shares which will, when added together
with the fractional shares held by the holder, constitute one share of stock.

2.     The Company may decide not to accommodate a request made
pursuant to the foregoing paragraph 1, if the Company does not hold any shares
available for such sale.

(Transfer agent)

Article 7. The Company shall have a transfer agent with respect to its
shares and fractional shares.

2.     The transfer agent and its business office shall be selected by
resolution of the Board of Directors and public notice shall be given of such
matters.

3.     The register of shareholders (which term, when used throughout
these Articles of Incorporation, includes the register of beneficial
shareholders), the register of holders of fractional shares and the register of
lost share certificates of the Company shall be kept at the transfer agents
business office. Registration of transfers of shares, entries, including
entries by electronic means, in the register of fractional shares and the
register of lost share certificates, purchases and sales of fractional shares
and any other business relating to the Companys shares and fractional shares
shall be handled by the transfer agent, and not by the Company.

(Share Handling Regulations)

Article 8. The denominations of share certificates to be issued by the
Company, the registration of transfers of shares, the making of entries,
including entries by electronic means, in the register of fractional shares and
the register of lost share certificates, purchases and sales of fractional
shares and any other proceedings concerning the Companys shares and fractional
shares, including the fees therefor, shall be governed by the Share Handling
Regulations adopted by the Board of Directors from time to time.

(Record date)

Article 9. Shareholders having voting rights who appear in the register of
shareholders, including those recorded by electronic means, as of the close of
business on March 31 in each year shall be treated by the Company as the
shareholders entitled to exercise rights at the ordinary general meeting of
shareholders relating to the business year ending on that March 31.

2.     In addition to the preceding paragraph, the Company may, by
giving prior public notice in accordance with a resolution of the Board of
Directors, treat the shareholders (or the registered pledgees) appearing in the
register of shareholders, including those recorded by electronic means, and/or
the holders of fractional shares appearing in the register of fractional

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shares, including those recorded by electronic means, as of the close of
business on a specified date as the shareholders (or the registered pledgees)
and/or the holders of fractional shares entitled to exercise rights in respect
of specified matters.

Chapter III. General Meetings of Shareholders

(Convocation)

Article 10. An ordinary general meeting of shareholders shall be convened
within three months after the end of each business year and an extraordinary
general meeting of shareholders shall be convened whenever the necessity
arises.

(Chairmanship)

Article 11. Chairmanship of a general meeting of shareholders shall be
assumed by the President. If the President is unable to act, one of the other
Directors shall act as such chairman in the order previously fixed by
resolution of the Board of Directors. If all the Directors are unable to act,
the chairman shall be selected from among the shareholders present.

(Resolutions)

Article 12. Unless otherwise provided in laws or ordinances or in these
Articles of Incorporation, resolutions of a general meeting of shareholders
shall be adopted by the holders of a majority of the shares having voting
rights present at the meeting.

2.     Resolutions to be adopted pursuant to Article 343 of the
Commercial Code shall be adopted by not less than two-thirds of the voting
rights held by shareholders present at the meeting who hold not less than
one-third of the votes of all shareholders.

(Exercise of voting rights by proxy)

Article 13. A shareholder or his legal representative may exercise his
voting rights by proxy, who shall be another shareholder of the Company
entitled to vote.

Chapter IV. Directors and Board of Directors

(Number of Directors)

Article 14. The Company shall have not more than fifteen Directors.

(Election)

Article 15. Directors shall be elected at a general meeting of shareholders.

2.     Resolutions for the election of Directors shall be adopted at a general
meeting of shareholders at which shareholders representing one-third or more of
the total number of shares

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with voting rights of all shareholders shall be present, by the holders of
a majority of the shares having voting rights present at the meeting.

3.     The election of Directors shall not be by cumulative voting.

(Term of office)

Article 16. The term of office of Directors shall expire at the close of
the ordinary general meeting of shareholders held in respect of the first
business year to end after their assumption of office.

(Remuneration)

Article 17. Remuneration and retiring allowances for the Directors shall
be determined at a general meeting of shareholders.

(Representative Directors and Directors with specific titles)

Article 18. One or more Representative Directors shall be appointed by
resolution of the Board of Directors.

2.     The Board of Directors may, by its resolution, appoint one
Chairman of the Board, one President and one or more Executive Vice Presidents,
Senior Managing Directors and Managing Directors.

(Powers of the Board of Directors)

Article 19. The Board of Directors shall make decisions on the execution
of business of the Company and supervise the performance by the Directors of
their duties.

(Convocation)

Article 20. Notice for convening a meeting of the Board of Directors
shall be dispatched to each Director and each Corporate Auditor no later than
three days prior to the date of the meeting, except that such period may be
shortened in case of urgent necessity.

(Resolutions)

Article 21. Resolutions of the Board of Directors shall be adopted at its
meeting at which more than one-half in number of Directors shall be present, by
a majority of the Directors so present.

(Regulations of the Board of Directors)

Article 22. Matters relating to the Board of Directors shall be governed
by the Regulations of the Board of Directors established by the Board of
Directors.

Chapter V. Corporate Auditors and Board of Corporate Auditors

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(Number of Corporate Auditors)

Article 23. The Company shall have not more than six Corporate Auditors.

(Election)

Article 24. Corporate Auditors shall be elected at a general meeting of
shareholders.

2.     Resolutions for the election of Corporate Auditors shall be
adopted at a general meeting of shareholders at which shareholders representing
one-third or more of the total number of shares with voting rights of all
shareholders shall be present, by the holders of a majority of the shares
having voting rights present at the meeting.

(Term of office)

Article 25. The term of office of Corporate Auditors shall expire at the
close of the ordinary general meeting of shareholders held in respect of the
fourth business year to end after their assumption of office.

(Remuneration)

Article 26. Remuneration and retiring allowances for the Corporate
Auditors shall be determined at a general meeting of shareholders.

(Standing Corporate Auditors)

Article 27. One or more Standing Corporate Auditors shall be elected by
the Corporate Auditors from among their number.

(Powers of the Board of Corporate Auditors)

Article 28. The Board of Corporate Auditors shall have such powers as
specifically provided for in laws or ordinances, as well as make decisions with
respect to matters relating to the performance by the Corporate Auditors of
their duties. However, the foregoing provision shall not prevent the exercise
by the Corporate Auditors of their authority.

(Convocation)

Article 29. Notice for convening a meeting of the Board of Corporate
Auditors shall be dispatched to each Corporate Auditor no later than three days
prior to the date of the meeting, except that such period may be shortened in
case of urgent necessity.

(Resolutions)

Article 30. Except as otherwise provided in laws or ordinances,
resolutions of the Board of Corporate Auditors shall be adopted at its meeting
by a majority of the Corporate Auditors.

(Regulations of the Board of Corporate Auditors)

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Article 31. Matters relating to the Board of Corporate Auditors shall be
governed by the Regulations of the Board of Corporate Auditors established by
the Board of Corporate Auditors.

Chapter VI. Accounts

(Business year)

Article 32. The business year of the Company shall commence on April 1 in
each year and end on March 31 in the following year.

(Dividends)

Article 33. Dividends to shareholders shall be paid to the shareholders
(or the registered pledgees) appearing in the register of shareholders,
including those recorded by electronic means, and to the holders of fractional
shares appearing in the register of fractional shares, including those recorded
by electronic means, as of the close of business on March 31 of each year.

(Interim dividends)

Article 34. The Company may, by resolution of the Board of Directors,
distribute dividends as provided for in Article 293-5 of the Commercial Code of
Japan (hereinafter referred to as interim dividends) to shareholders (or
registered pledgees) appearing in the register of shareholders, including those
recorded by electronic means, and to holders of fractional shares appearing in
the register of fractional shares, including those recorded by electronic
means, as of the close of business on September 30 of each year.

(Period of limitations on dividends)

Article 35. If any dividend or interim dividend remains unclaimed after
the expiration of five full years from the date of its becoming due and
payable, the Company shall be relieved of the obligation to pay such dividend
or interim dividend. Dividends and interim dividends shall bear no interest.

Supplementary Provisions

(Shares to be issued upon incorporation by way of joint share transfer)

Article 1. The Company shall be incorporated by way of a joint share
transfer as provided for in Article 364 of the Commercial Code of Japan.

2.     The total number of shares to be issued upon incorporation of
the Company shall be 1,857,048.75 shares of common stock, all of which shall be
ordinary shares.

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3.     In the event that any of the convertible bonds issued by The
Nichido Fire and Marine Insurance Company, Limited (Nichido Fire) is
converted into shares of Nichido Fire common stock before the effective date of
the joint share transfer, the total number of shares to be issued upon the
joint share transfer shall, notwithstanding the provisions of the foregoing
paragraph, be the aggregate of the numbers set forth in items (1) and (2)
below, after deducting any fractional interests representing less than
one-hundredth of one share of the Company:



| | (1) |  | The number obtained by multiplying (x) the sum of 445,443,869
and the number of shares of Nichido Fire common stock issued upon
conversion of the convertible bonds of Nichido Fire by (y) 0.69
divided by 1,000; and
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| | (2) |  | The number obtained by multiplying (x) 1,549,692,481 by (y)
1.00 divided by 1,000.                                                                                                                                   

(Initial business year)

Article 2. The initial business year of the Company shall,
notwithstanding the provisions of Article 31 hereof, commence on the date of
incorporation of the Company and end on March 31, 2003.

(Term of office of initial Corporate Auditors)

Article 3. The term of office of the initial Corporate Auditors shall,
notwithstanding the provisions of Article 24 hereof, expire at the close of the
ordinary general meeting of shareholders held in respect of the first business
year to end after their assumption of office.

(Remuneration for initial Directors and Corporate Auditors)

Article 4. Notwithstanding the provisions of Article 16 hereof,
remuneration for the initial Directors of the Company while in office shall not
exceed 15 million yen per month in the aggregate.

2.     Notwithstanding the provisions of Article 25 hereof,
remuneration for the initial Corporate Auditors while in office shall not
exceed 6 million yen per month in the aggregate.

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