1. System for ensuring that business operations within the Tokio Marine Group (the "Group") are appropriate

As a holding company presiding over the businesses of the Group, Tokio Marine Holdings, Inc. (the "Company") shall, as appropriate, exercise its rights as a shareholder of its subsidiaries in a manner consistent with the goal of maximizing the Group’s corporate value. In accordance with the "Tokio Marine Holdings, Inc. Group Company Management Policies", the Company shall prescribe the Group's business strategies and various basic policies that form the foundation of the Group's business management. Furthermore, the Company shall enter into management agreements with each subsidiary that include the identification of important matters requiring the Company's prior approval, such as the subsidiaries’ business strategies and plans, thereby enabling the Company to manage the businesses of its subsidiaries. The management of indirectly-owned subsidiaries shall generally be conducted through their direct parent companies.

2. System for ensuring that professional duties are performed in accordance with the laws and the Articles of Incorporation

(1) The Company shall establish the Group's basic policy relating to the promotion of compliance and implement a system for ensuring compliance of the Group.

(a) The Company shall formulate a Code of Conduct and ensure that the officers and the employees of the Group understand that top priority should be given to compliance in all phases of business activity with the Code of Conduct.

(b) The Company shall establish a division that oversees compliance issues, as well as a Compliance Committee, to discuss important issues regarding the promotion of compliance by the Group. The Company shall also monitor progress toward compliance by the Group and report the results thereof to the Board of Directors.

(c) The Company shall require each of its subsidiaries to prepare a compliance manual and provide training on laws and internal rules that must be observed by the officers and employees of such subsidiary with a view toward enhancing compliance.

(d) The Company shall establish reporting rules to be used in the event of violations of laws or internal rules by a subsidiary and, apart from the usual reporting route, set up hotlines (an internal whistle-blower system) within the Group while keeping the officers and employees of the Group companies informed as to the use of the system.

(2) The Company shall establish the Group's basic policy for responding to antisocial factions and groups, and respond, in an organized and uncompromising manner and in association with professionals such as lawyers and the police, to antisocial factions and groups which threaten the order and safety of civil society.

(3) The Company shall perform an effective internal audit using an internal audit division that is independent from other divisions. In addition, the Company shall establish the basic internal audit policies of the Group, require its subsidiaries to perform an effective internal audit, monitor the implementation of the internal audit, the status of the internal controls system and so forth and report the results thereof to the Board of Directors.

3. System regarding risk management

(1) The Company shall formulate the basic policies for risk management of the Group and require each subsidiary to carry out its own risk management with respect to the operations of its business.

(2) The Company shall perform risk management of the entire Group by establishing a Risk Management Committee that deliberates on important matters concerning the risk management of the Group, as well as by establishing a unit that controls risk management, thereby capturing a sense of risk levels across the entire Group. The fundamental process for carrying out risk management are risk identification, risk evaluation, risk control, creation of a contingency plan and monitoring and reporting on risk management performance. The Company shall implement appropriate processes depending on the type of business operations and the risk characteristics of a subsidiary and shall report on the status of implementation of risk management to the Board of Directors.

(3) The Company shall formulate the policies regarding the integrated risk management and perform quantitative risk management of the entire Group to maintain the Group's credit rating and to prevent bankruptcy.

4. System for ensuring that professional duties are performed efficiently

(1) The Company shall formulate a medium-term management plan and an annual plan for the Group (including numerical targets, etc.), monitor the status of plan implementation at subsidiary levels and report the results thereof to the Board of Directors.

(2) The Company shall establish rules regarding the exercise of authority in order to realize efficient business performance by means of division of responsibilities and a chain of command. At the same time, the Company shall construct an appropriate organizational structure to achieve its business purpose.

5. System for protecting the customers' interest

The Company shall establish the Group's basic policies for protection of customers' interest and implement a system for protecting customers' interest, thereby ensuring customer-oriented operation and protection of customers' interest.

6. System for keeping and managing information with respect to directors’ performance of duties

The Company shall establish rules on keeping and managing documents and so forth. The minutes of important meetings, other important documents and so forth, including information on the performance of directors’ duties, shall be properly kept and managed in accordance with such rules.

7. System for ensuring the appropriateness and reliability of financial reporting

The Company shall establish the necessary system to ensure the appropriateness and reliability of financial reporting of the Group, monitor the effectiveness of the system on a periodic basis and report the result thereof to the Board of Directors.

8. System regarding audit by corporate auditors

(1) System of reporting to corporate auditors

(a) Directors shall regularly report the status of management, financial condition, compliance, risk management, internal audit and so forth to corporate auditors, and when, in connection with execution of their functions, they find any material violation of laws or internal rules or any other condition or fact that may cause considerable damage to the Company, they shall immediately make a report thereof to corporate auditors.

(b) Corporate auditors shall attend meetings of the Board of Directors and other important meetings or committees such as the management meetings and express their opinion. Furthermore, minutes of important meetings and other important documents relating to decisions approved by directors shall be shown to corporate auditors at any time upon request from corporate auditors.

(c) Status of the hotline operation and important reporting and consultation matters shall be reported regularly to corporate auditors.

(d) Directors and employees shall explain matters concerning the operation of their businesses at any time upon request from corporate auditors.

(2) Matters concerning employees assisting with the auditing duties of corporate auditors, including matters concerning such employees’ independence from directors

(a) In order to assist corporate auditors in carrying out their duties, the Company shall establish a secretariat under the direct control of corporate auditors. Upon request from corporate auditors, the Company shall assign full-time staffs who have the knowledge and ability to assist the audit.

(b) The staffs assigned to the secretariat of corporate auditors shall perform their assigned tasks ordered by corporate auditors and other work that is required to assist the audit, and such staffs shall have the right to collect the necessary information.

(c) The performance evaluation and transfer of, and disciplinary action against, such staffs shall be carried out with the approval of the standing corporate auditors.

(3) Coordination with corporate auditors of subsidiaries

Corporate auditors shall, based on audit standards and so forth, request corporate auditors of subsidiaries to report regularly on important matters regarding the respective subsidiaries, such as the audit policy, audit status, audit results and so forth and shall endeavor to closely work with corporate auditors of subsidiaries in order to perform effective auditing. Additionally, corporate auditors shall receive updates from directors or employees of subsidiaries on the status of their duties at the respective subsidiaries as necessary.

Adopted on May 2, 2006
Revised on December 17, 2007
Revised on July 1, 2008

The Board of Directors of Tokio Marine Holdings, Inc.