Article 18A Mutual Company shall be a juridical person.

Article 19The address of a Mutual Company shall be at the location of its principal office.

Article 20A Mutual Company shall use the term "Sogo-Kaisha" (which means "Mutual Company") in its name.

Article 21(1)The provision of Article 8 (No Use of Name, etc. Which is Likely to be Mistaken for a Company) of the Companies Act shall apply mutatis mutandis to the use of a misleading trade name or any other name that might evoke a Mutual Company; the provision of Article 9 (Liability of Company Permitting Others to Use its Trade Name) of that Act shall apply mutatis mutandis to a Mutual Company; the provisions of Part I, Chapter III, Section 1 (Employees of a Company) of that Act shall apply mutatis mutandis to the employees of a Mutual Company; the provisions of Section 2 of said Chapter (excluding Article 18) (Commercial Agents of the Companies) shall apply mutatis mutandis to a person acting as an agent or intermediary in transactions for a Mutual Company; and the provisions of Chapter IV of said Part (excluding Article 24) (Non Competition after Assignment of Business) shall apply mutatis mutandis to the cases where a Mutual Company either assigns its business, or takes over any business or operation, respectively.In this case, the term "Company (including a Foreign Company, hereinafter the same shall apply in this Part)" in Article 10 (Manager) of that Act shall be deemed to be replaced with "Mutual Company;" any other necessary technical change in interpretation shall be specified by a Cabinet Order.

(2)The provisions of Part II, Chapter I (excluding Article 501 to 503 inclusive and Article 523) (General Provisions) of the Commercial Code (Act No. 48 of 1899) shall apply mutatis mutandis to the activities carried out by a Mutual Company; the provisions of Chapter II of said Part (Buying or Selling) shall apply mutatis mutandis to the buying or selling carried out by a Mutual Company with a merchant or another Mutual Company (including any Foreign Mutual Company); the provisions of Chapter III of said Part (Current Account) shall apply mutatis mutandis to the contracts pertaining to set-offs carried out by a Mutual Company y with its usual counter Parties; the provisions of Chapter V of said Part (excluding Article 545) (Brokerage Business) shall apply mutatis mutandis to the acting as an intermediary by a Mutual Company with regard to commercial transactions between third Parties; and the provisions of Chapter VI of said Part (excluding Article 558) (Commission Agent Business) and Article 593 (Deposit)) of said Code shall apply mutatis mutandis to a Mutual Company, respectively.In this case, any other necessary technical change in interpretation shall be specified by a Cabinet Order.

(3)For the purpose of applying mutatis mutandis the provisions of the Companies Act to the provisions of this Part (excluding the preceding Section, paragraph (1), Article 67-2 and Article 217, paragraph (3)) and Part V (excluding Article 332-2), the term "electromagnetic record" in the provisions of that Act (including other provisions of that Act as applied mutatis mutandis pursuant to the relevant provisions) shall be deemed to be replaced with "electromagnetic record (referring to the electromagnetic record prescribed in Article 4, paragraph (3) of the Insurance Business Act);" the term "electromagnetic means" in that Act shall be deemed to be replaced with "electromagnetic means (referring to the electromagnetic means defined in Article 16, paragraph (2), item (iv) of the Insurance Business Act);"and the term "Ordinance of the Ministry of Justice" in that Act shall be deemed to be replaced with "Cabinet Office Ordinance," respectively.

(4)For the purpose of applying mutatis mutandis the provisions of the Companies Act to the provisions of this Section (excluding paragraph (1), Divisions 1 and 2 of Subsection 4, and Article 67-2) and Chapter VIII, Section 4, the terms "Stock Company" and "Company with Board of Directors" in the provisions of that Act (including other provisions of that Act as applied mutatis mutandis pursuant to the relevant provisions) shall be deemed to be replaced with "Mutual Company;" the term "shareholder" in that Act shall be deemed to be replaced with "member;" the term "Subsidiary Company" in that Act shall be deemed to be replaced with "de facto Subsidiary Company (referring to de facto Subsidiary Company as defined in Article 33-2, paragraph (1) of the Insurance Business Act);" the term "head office" in that Act shall be deemed to be replaced with "principal office;" the term "branch office" in that Act shall be deemed to be replaced with "secondary office;" the term "operating hours" in that Act shall be deemed to be replaced with "business hours;" the term "shareholders meeting" in that Act shall be deemed to be replaced with "general meeting of members (or, general meeting where the company has such meeting);" and the term "annual shareholders meeting" in that Act shall be deemed to be replaced with "annual general meeting of members (or, annual general meeting where the company has such meeting)," respectively, unless provided otherwise.

Article 22(1)In order to incorporate a Mutual Company, the incorporators shall prepare its articles of incorporation, and all incorporators shall sign or affix the names and seals to it.

(2)The articles of incorporation set forth in the preceding paragraph may be prepared in the form of electromagnetic record.In this case, actions specified by a Cabinet Office Ordinance shall be taken in lieu of the signing or the affixing of the names and seals, with respect to the data recorded on such electromagnetic record.

Article 23(1)The articles of incorporation of a Mutual Company shall describe or record the following matters:

(2)The Method of Public Notice listed in item (viii) of the preceding paragraph shall be either:

(3)A provision in the articles of incorporation to the effect that electronic public notice shall be the Method of Public Notice shall suffice for a Mutual Company to designate the method listed in item (ii) of the preceding paragraph as its Method of Public Notice in its articles of incorporation.In this case, the company may designate the method listed in item (i) of the preceding paragraph as the Method of Public Notice in case the electronic means is not available for public notice due to an accident or for any other compelling reason.

(4)The provision of Article 30 (Certification of Articles of Incorporation) of the Companies Act shall apply mutatis mutandis to certification of the articles of incorporation set forth in paragraph (1) of the preceding Article.In this case, the term "Article 33, paragraph (7) or (9), or Article 37, paragraph (1) or (2)" in Article 30, paragraph (2) of that Act shall be deemed to be replaced with "Article 33, paragraph (7) or (9) as applied mutatis mutandis pursuant to Article 24, paragraph (2) of the Insurance Business Act"; any other necessary technical change in interpretation shall be specified by a Cabinet Order.

Article 24(1)In order for a Mutual Company is to be incorporated, the following matters shall not become effective unless they are described or recorded in the articles of incorporation referred to in Article 22, paragraph (1):

(2)The provisions of Article 33 (Election of Inspector of Matters Described or Recorded in the Articles of Incorporation), Article 868, paragraph (1) (Jurisdiction of Non-Contentious Cases), Article 870 (limited to the segment pertaining to items (ii) and (v)) (Hearing of Statements), Article 871 (Supplementary Note of Reasons), Article 872 (limited to the segment pertaining to item (iv)) (Immediate Appeal Against Ruling), Article 874 (limited to the segment pertaining to item (i)) (Restrictions on Appeal), Article 875 (Exclusion from Application of Provisions of Act on Procedure of Non-contentious Cases) and Article 876 (Supreme Court Rules) of the Companies Act shall apply mutatis mutandis to investigation by an inspector on any of the matters listed in the items of the preceding paragraph where the Article of incorporation of a Mutual Company include any description or record on the matter.In this case, the term "rescind his/her manifestation of intention relating to subscription for the relevant Shares Issued at Incorporation" in Article 33, paragraph (8) of that Act shall be deemed to be replaced with "resign from his/her office;" the term "Article 28, items (i) and (ii)" in paragraph (10), item (i) and the term "Article 28, item (i) or (ii)" in items (ii) and (iii) of that Article shall be deemed to be replaced with "Article 24, paragraph (1), item (i) of the Insurance Business Act," the term "items (i) and (ii) of that Article" in Article 33, paragraph (10), item (i) of that Act shall be deemed to be replaced with "that item," and the terms "Article 38, paragraph (1)"and "paragraph (2), item (ii) of the same Article" in Article 33, paragraph (11), item (iii) of that Act shall be deemed to be replaced with "Article 30-10, paragraph (1) of the Insurance Business Act" and "that paragraph," respectively; any other necessary technical change in interpretation shall be specified by a Cabinet Order.

Article 25In addition to the matters listed in the items of Article 23, paragraph (1) and the items of paragraph (1) of the preceding Article, the articles of incorporation of a Mutual Company may describe or record any matters, including those which, pursuant to the provisions of this Act, shall not take effect unless prescribed in the articles of incorporation, so long as they do not violate the provisions of this Act.

Article 26(1)The incorporators (or the Mutual Company after the establishment of such Mutual Company) shall keep the articles of incorporation at the place designated by the incorporators (or each office of the Mutual Company after the establishment of such Mutual Company).

(2)The incorporators (after the establishment of the Mutual Company, the members and creditors of such Mutual Company) may make the following requests at any time during the hours designated by the incorporators (after the establishment of such Mutual Company, during its business hours); provided, however, that they pay the fees determined by the incorporators (after the establishment of the Mutual Company, such Mutual Company) when making a request falling under item (ii) or (iv):

(3)Where the articles of incorporation are prepared in the form of electromagnetic record, for the purpose of applying the provision of paragraph (1) to a Mutual Company that adopts the measures specified by a Cabinet Office Ordinance as the measures that enable its secondary offices to respond to the requests listed in items (iii) and (iv) of the preceding paragraph, the term "each office" shall be deemed to be replaced with "principal office."

Article 27The incorporators shall solicit contribution to the total amount of funds in incorporating a Mutual Company pursuant to the provision of this Subsection.

Article 28(1)The incorporators shall notify the following matters to those who intend to offer contribution to funds in response to the solicitation under the preceding Article:

(2)A person who offers to contribute to funds in response to the solicitation under the preceding Article shall submit to the incorporators a document indicating the following matters:

(3)A person who makes an offer under the preceding paragraph may, in lieu of submitting the document prescribed in that paragraph, and pursuant to the provisions of a Cabinet Order, provide the matters to be indicated in such document by electromagnetic means, with the consent of the incorporators.In this case, the person who has made the offer shall be deemed to have submitted the document prescribed in that paragraph.

(4)The incorporators shall immediately notify a person who has made an offer under paragraph (2) (hereinafter referred to as "Offeror" in this Subsection) of any change in the matters listed in the items of paragraph (1) and the matter affected by the change.

(5)It shall be sufficient for a notice or demand to an Offeror to be sent by the incorporators to the address specified under paragraph (2), item (i) (where the Offeror notifies the incorporators of a different place or contact address for the receipt of notices or demands, to such place or contact address).

(6)The notice or demand in the preceding paragraph shall be deemed to have arrived at the time when such notice or demand should normally have arrived.

Article 29(1)The incorporators shall select among the Offerors the persons who should contribute to the funds and determine the amount of contribution to be allocated to each of them.In this case, the incorporators may reduce the amount of contribution to the funds to be made by such Offerors from the amount prescribed in paragraph (2), item (ii) of the preceding Article.

(2)The incorporators shall, without delay following any decision under the preceding paragraph, notify the Offerors of the amount of contribution to the funds to be made by each of them.

Article 30The provisions of the preceding two Articles shall not apply to the cases where a person who intends to contribute to the funds solicited at incorporation concludes a contract stipulating the contribution of the total amount of such funds.

Article 30-2The persons listed in the following items shall be subscribers for funds solicited at incorporation for the amount specified in the items:

Article 30-3(1)Each subscriber for the funds solicited at incorporation shall, without delay following the receipt of the notice under Article 29, paragraph (2),pay the full amount of money pertaining to their contribution to the funds solicited at incorporation, at the place of payment listed in Article 28, paragraph (1), item (iii).

(2)The incorporators shall notify any subscriber for the funds solicited at incorporation who has not made the payment set forth in the preceding paragraph to the effect that such payment shall be made by a date designated by them.

(3)The notice under the preceding paragraph shall be given no later than two weeks before the date prescribed in the preceding paragraph.

(4)No assignment of the right to become a subscriber for the funds of a Mutual Company at its incorporation by making the payment pursuant to the provision of paragraph (1) may be duly asserted against the Mutual Company thus established.

(5)A subscriber for the funds solicited at incorporation who has received the notice under paragraph (2) shall, unless he/she makes the payment by the date prescribed in that paragraph, lose his/her right to become a contributor to the funds of a Mutual Company at incorporation by making such payment.

Article 30-4(1)The incorporators may request the bank, etc. that handled the payment pursuant to the provision of paragraph (1) of the preceding Article to issue a certificate of deposit of the money equivalent to the amount paid in pursuant to the provision of that paragraph.

(2)The bank, etc. that issued the certificate referred to in the preceding paragraph may not assert against the Mutual Company after its establishment any misstatement in such certificate or the existence of restrictions regarding the return of money paid in pursuant to the provision of paragraph (1) of the preceding Article.

Article 30-5(1)Subscribers for the funds solicited at incorporation may make the requests listed in the items of Article 26, paragraph (2) at any time during the hours designated by the incorporators; provided, however, that they pay the fees determined by the incorporators when making a request falling under item (ii) or (iv) of that paragraph.

(2)The proviso to Article 93 (Concealment of True Intention) and the provision of Article 94, paragraph (1) (Fictitious Manifestation of Intention) of the Civil Code (Act No. 89 of 1896) shall not apply to the manifestation of intention relating to the offer for, and allocation of, contribution to the funds solicited at incorporation, and a contract under Article 30.

(3)After the establishment of the Mutual Company, a subscriber for the funds solicited at incorporation may neither assert the nullity of his/her contribution to the funds solicited at incorporation on the grounds of mistake, nor cancel his/her contribution to the funds solicited at incorporation on the grounds of fraud or duress.

Article 30-6(1)The incorporators shall, pursuant to the provisions of this Subsection, solicit members in incorporating a Mutual Company.

(2)One hundred or more members shall be required for incorporating a Mutual Company.

Article 30-7(1)The incorporators shall notify the following matters to those who are willing to apply for membership in response to the solicitation under paragraph (1) of the preceding Article:

(2)A person who applies for membership in response to the solicitation under paragraph (1) of the preceding Article shall prepare and submit to the incorporators two pieces of the signed document describing the following matters:

(3)A person who makes an application under the preceding paragraph may, in lieu of submitting the document prescribed in that paragraph, and pursuant to the provisions of a Cabinet Order, provide the matters to be indicated in such document by electromagnetic means, with the consent of the incorporators.In this case, the person who has made the application shall be deemed to have submitted the document prescribed in that paragraph.

(4)The provision of Article 30-5, paragraph (2) shall apply mutatis mutandis to the manifestation of intention pertaining to an application for membership prior to the establishment of a Mutual Company.In this case, any other necessary technical change in interpretation shall be specified by a Cabinet Order.

Article 30-8(1)When all payments of contribution for the total amount of funds have been completed and the number of persons who submitted to the incorporators the document set forth in paragraph (2) of the preceding Article has reached the number set forth in paragraph (1), item (iv) of the same Article (referred to as "The Completion of Payments, etc." in the following paragraph), the incorporators shall, without delay, convene a meeting of prospective members of the Mutual Company (hereinafter referred to as "Organizational Meeting" in this Section).

(2)After the Completion of Payments, etc., the incorporators may convene an Organizational Meeting whenever they find it necessary.

(3)The Organizational Meeting may adopt resolutions only on the matters provided for in this Section, the discontinuation of the incorporation of the Mutual Company, the conclusion of the Organizational Meeting, and other matters regarding the incorporation of the Mutual Company.

(4)Each prospective member shall be entitled to one vote at the Organizational Meeting.

(5)Resolutions of the Organizational Meeting shall be adopted by a majority of three quarters of the votes, provided that at least half of the prospective members are present.

(6)The provisions of Article 67 (Determinations to Call Organizational Meetings), Article 68 (excluding items in paragraph (2)) (Notices of Calling of Organizational Meetings), Articles 70 and Article 71 (Giving of Organizational Meeting Reference Documents and Voting Forms), Article 73, paragraph (4) (Resolutions of Organizational Meetings), Article 74 to 76 inclusive (Proxy Voting, Voting in Writing, Voting by Electromagnetic Means), Article 78 to 80 inclusive (Accountability of Incorporators, Authority of Chairperson, Resolution for Postponement or Adjournment), and Article 81 (excluding paragraph (4)) (Minutes) of the Companies Act shall apply mutatis mutandis to the Organizational Meeting of a Mutual Company; and the provisions of Article 830 (Action for Declaratory Judgment on Nonexistence or Nullity of Resolution of Shareholders Meeting, etc.), Article 831 (Lawsuit for Rescission of Resolution of Shareholders Meeting, etc.), Article 834 (limited to the segment pertaining to items (xvi) and (xvii)) (Defendant), Article 835, paragraph (1) (Jurisdiction of Claim), Article 836, paragraphs (1) and (3) (Order to Furnish Security), Article 837 (Compulsory Consolidation of Oral Arguments, etc.), Article 838 (Scope of Effect of Judgment in Favor of Claim), Article 846 (Liability for Damages in Case of Defeat of Plaintiff), and Article 937, paragraph (1) (limited to the segment pertaining to item (i), (g)) (Commission of Registration by Judicial Decision) of that Act shall apply mutatis mutandis to an action for a declaratory judgment on nonexistence or nullity of, or rescission of a resolution of a Mutual Company's Organizational Meeting, respectively.In this case, the terms "Shareholders at Incorporation" in those provisions (excluding Article 67, paragraph (2) and Article 831, paragraph (1) of that Act), and "Shareholders at Incorporation (excluding Shareholders at Incorporation who may not exercise votes on all matters which may be resolved at Organizational Meetings. The same shall apply in the following Article to Article 71 inclusive.)" in Article 67, paragraph (2) of that Act shall be deemed to be replaced with "prospective members;" the term "two weeks (or one week if the Stock Company to be incorporated is not a Public Company, except in cases where the matters listed in paragraph (1), item (iii) or (iv) of the preceding Article are decided, (or if a shorter period of time is provided for in the articles of incorporation in cases where the Stock Company to be incorporated is a Stock Company other than a Company with Board of Directors, such shorter period of time))" in Article 68, paragraph (1) of that Act shall be deemed to be replaced with "two weeks;" the term "shall be in writing in the following cases" in Article 68, paragraph (2) shall be deemed to be replaced with "shall be in writing;" the term "Article 27, item (v), or Article 59, paragraph (3), item (i)" in Article 68, paragraph (5) shall be deemed to be replaced with "Article 30-7, paragraph (2), item (i) of the Insurance Business Act;" the term "shareholders, etc. (or, shareholders, etc., shareholders at incorporation, directors at incorporation or company auditors at incorporation where the shareholder meeting, etc. set forth in the relevant item is an Organizational Meeting or class Organizational Meeting" in Article 831, paragraph (1) shall be deemed to be replaced with "members, directors, auditors or liquidators (or, members, directors, executive officers or liquidators in a company with Committees), or prospective members, directors at incorporation (referring to the directors at incorporation set forth in Article 30-10, paragraph (1) of the Insurance Business Act; hereinafter the same shall apply in this paragraph) or company auditors at incorporation (referring to the company auditors at incorporation set forth in paragraph (1) of that Article; hereinafter the same shall apply in this paragraph) of a Mutual Company;" and the term" directors, company auditors or liquidators (including a person who has the rights and obligations of a director, company auditor or liquidator pursuant to the provision of Article 346, paragraph (1) (including the cases where it is applied mutatis mutandis pursuant to Article 479, paragraph (4)) where the resolution is a resolution of the shareholders meeting or class meeting, and including directors at incorporation or company auditors at incorporation where the resolution is a resolution of the Organizational Meeting or class Organizational Meeting" in the same paragraph of the Companies Act shall be deemed to be replaced with "directors, company auditors, liquidators, directors at incorporation or company auditors at incorporation;", and any other necessary technical change in interpretation shall be specified by a Cabinet Order.

Article 30-9(1)The incorporators shall report matters regarding the incorporation of a Mutual Company to the Organizational Meeting.

(2)In the cases listed in the following items, the incorporators shall submit or provide to the Organizational Meeting the document or electromagnetic record that describes or records the matters specified in the items:

Article 30-10(1)The election of the directors at incorporation (referring to the persons who become directors at the incorporation of a Mutual Company; the same shall apply hereinafter), accounting advisors at incorporation (referring to the persons who become accounting advisors at the incorporation of a Mutual Company; the same shall apply hereinafter), auditors at incorporation (referring to the persons who become company auditors at the incorporation of a Mutual Company; the same shall apply hereinafter) and accounting auditors at incorporation (referring to the persons who become accounting auditors at the incorporation of a Mutual Company; the same shall apply hereinafter) shall be made by a resolution of the Organizational Meeting.

(2)Three or more persons shall be elected as directors at incorporation.

(3)Three or more persons shall be elected as auditors at incorporation where the Mutual Company to be incorporated is a company with a board of company auditors (referring to a Stock Company or Mutual Company which has a board of company auditors; the same shall apply hereinafter).

(4)A person who is precluded from being a director, accounting advisor, company auditor or accounting auditor of the Mutual Company after its establishment, pursuant to the provision of Article 8-2, paragraph (2), Article 53-2, paragraph (1) (including the cases where it is applied mutatis mutandis pursuant to Article 53-5, paragraph (1)), Article 333, paragraph (1) or (3) of the Companies Act as applied mutatis mutandis pursuant to Article 53-4, or Article 337, paragraph (1) or (3) of that Act as applied mutatis mutandis pursuant to Article 53-7 may not be elected as director at incorporation, accounting advisor at incorporation, auditor at incorporation or accounting auditor at incorporation, respectively.

(5)Directors at incorporation, accounting advisors at incorporation, auditors at incorporation or accounting auditors at incorporation who are elected pursuant to the provision of paragraph (1) may be dismissed by a resolution of the Organizational Meeting at any time prior to the establishment of the Mutual Company.

(6)The provision of Article 47 (Appointment, etc. of Representative Directors at Incorporation) of the Companies Act shall apply mutatis mutandis to the appointment and removal of the representative director at incorporation (referring to the person who becomes representative director at the incorporation of a Mutual Company; the same shall apply hereinafter) of a Mutual Company (other than a company with Committees); and the provision of Article 48 (Appointment of Committee Members at Incorporation) of that Act shall apply mutatis mutandis to the appointment of committee members at incorporation (referring to the persons who become committee members at the incorporation of a Mutual Company; the same shall apply hereinafter) of a Mutual Company (limited to a company with Committees), the election of its executive officers at incorporation (referring to the persons who become executive officers at the incorporation of a Mutual Company; the same shall apply hereinafter) and the appointment of its representative executive officer at incorporation (referring to the person who becomes representative executive officer at the incorporation of a Mutual Company; the same shall apply hereinafter), and the removal and dismissal of those persons, respectively.In this case, any other necessary technical change in interpretation shall be specified by a Cabinet Order.

Article 30-11(1)The directors at incorporation (referring to the directors at incorporation and auditors at incorporation where the Mutual Company to be incorporated is a company with auditors (referring to a Stock Company or Mutual Company that has company auditors; the same shall apply hereinafter)) shall investigate the following matters without delay after their election:

(2)The provisions of Article 93, paragraphs (2) and (3) (Investigation by Directors at Incorporation), and Article 94 (Special Provisions in Case Directors at Incorporation are Incorporators) of the Companies Act shall apply mutatis mutandis to the investigation under the preceding paragraph.In this case, any other necessary technical change in interpretation shall be specified by a Cabinet Order.

Article 30-12(1)The incorporators may not effect any amendment in the articles of incorporation once the notice under Article 29, paragraph (2) is given, notwithstanding the provision of Article 33, paragraph (9) of the Companies Act as applied mutatis mutandis pursuant to Article 24, paragraph (2).

(2)Notwithstanding the provision of Article 30, paragraph (2) of the Companies Act as applied mutatis mutandis pursuant to Article 23, paragraph (4), the articles of incorporation may be amended by a resolution of the Organizational Meeting.

(3)Where the Organizational Meeting has adopted a resolution to amend the articles of incorporation in a manner that modifies any of the matters listed in the items of Article 24, paragraph (1), the incorporators may resign from their offices, provided that they do so within two weeks of the adoption of the resolution.

Article 30-13(1)A Mutual Company shall be established by making a registration of incorporation at the location of its principal office.

(2)A person who has submitted the document set forth in Article 30-7, paragraph (2) shall, without delay following the establishment of the Mutual Company and after the Mutual Company has received the license prescribed in Article 3, paragraph (1) or made a registration under Article 272, paragraph (1), apply for an insurance contract with the Mutual Company.

Article 30-14The provisions of Part II, Chapter I, Section 8 (excluding Article 52, paragraph (2), item (ii)) (Liability of Incorporators) and Article 103, paragraph (2) (Liabilities of Incorporators) of the Companies Act shall apply mutatis mutandis to the liabilities of incorporators, directors at incorporation or auditors at incorporation of a Mutual Company.In this case, the term "(in this paragraph and in item (ii) excluding those who contributed in kind under Article 28, item (i) or the assignor of the properties under item (ii) of the same Article)" in Article 52, paragraph (2) (Liability for Insufficiency of Value of Properties Contributed) of that Act shall be deemed to be replaced with "(excluding the assignor of the properties under Article 24, paragraph (1), item (i) of the Insurance Business Act)"; the term "Article 28, item (i) or (ii)" in Article 52, paragraph (2), item (i) shall be deemed to be replaced with "Article 24, paragraph (1), item (i) of the Insurance Business Act;" the term "Article 33, paragraph (10), item (iii)" in Article 52, paragraph (3) shall be deemed to be replaced with "Article 33, paragraph (10), item (iii) as applied mutatis mutandis pursuant to Article 24, paragraph (2) of the Insurance Business Act;" and in Article 103, paragraph (2) of that Act, the term "In cases where the solicitation under Article 57, paragraph (1) is carried out," shall be deemed to be deleted, and the terms "such solicitation" and "the preceding paragraph" shall be deemed to be replaced with "solicitation under Article 27 or Article 30-6, paragraph (1) of the Insurance Business Act" and "Article 52, paragraph (2) (excluding item (ii))," respectively; any technical change in interpretation shall be specified by a Cabinet Order.

Article 30-15The provisions of Article 828, paragraph (1) (limited to the segment pertaining to item (i)) and paragraph (2) (limited to the segment pertaining to item (i) (Claim Seeking Nullification of Acts Related to Organization of Company), Article 834 (limited to the segment pertaining to item (i)) (Defendant), Article 835, paragraph (1) (Jurisdiction of claim), Article 836, paragraphs (1) and (3) (Order to Furnish Security), Articles 837 to 839 inclusive (Compulsory Consolidation of Oral Arguments, Scope of Effect of Judgment in Favor of Claim, Effect of Judgment of Nullity or Recession), Article 846 (Liability for Damages in Case of Defeat of Plaintiff), and Article 937, paragraph (1) (limited to the segment pertaining to item (i), (a)) (Commission of Registration by Judicial Decision) of the Companies Act shall apply mutatis mutandis to a claim seeking nullification of the incorporation of a Mutual Company.In this case, the term "shareholders, etc. (referring to shareholders, directors or liquidators (or, shareholders, directors, auditors or liquidators in a company with auditors, or shareholders, directors, executive officers or liquidators in a company with Committees); hereinafter the same shall apply in this Section)" in Article 828, paragraph (2), item (i) of that Act shall be deemed to be replaced with "members, directors, company auditors or liquidators (or members, directors, executive officers, or liquidators in a company with Committees)"; any other necessary technical change in interpretation shall be specified by a Cabinet Order.

Article 31The obligations of a member shall be limited to the amount of his/her insurance premium payments.

Article 32(1)It shall be sufficient for a notice or demand to an Applicant for membership, or member of a Mutual Company to be sent to the place or contact address notified by the Applicant or member to the incorporators or Mutual Company; provided, however, that this shall not apply to a notice or demand on any matter pertaining to the insurance relationship.

(2)The notice or demand in the main clause of the preceding paragraph shall be deemed to have arrived at the time when such notice or demand should normally have arrived.

(3)The provisions of the main clause of paragraph (1) and the preceding paragraph shall apply mutatis mutandis to the cases where a document is delivered to the members in giving a notice under Article 299, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 41, paragraph (1) or where the matters to be described in such document are provided by electromagnetic means.In this case, the term "to have arrived" in the preceding paragraph shall be deemed to be replaced with "to have been effected by delivery of such document or provision of such matters by electromagnetic means"; and any other necessary technical change in interpretation shall be specified by a Cabinet Order.

Article 32-2(1)A Mutual Company shall, pursuant to the provisions of a Cabinet Office Ordinance, prepare a members list and describe therein or record thereon the matters specified by a Cabinet Office Ordinance as matters required for such members list.

(2)A Mutual Company shall keep its members list at its principal office.

(3)A member or creditor may make the following requests at any time during the business hours of the Mutual Company.In this case, however, the member or creditor shall disclose the reason for his/her request:

(4)A Mutual Company may not reject any request made under the preceding paragraph unless:

Article 33(1)For the purpose of identifying the persons who shall exercise their rights as members, a Mutual Company may deem the persons who enjoy its membership on a certain date within four months prior to the date of exercising such rights as the members who shall exercise said rights.

(2)A Mutual Company that has fixed the "certain date" set forth in the preceding paragraph shall give public notice of such date no later than two weeks before the date; provided, however, that this shall not apply to the cases where said date is fixed by the articles of incorporation.

(3)The rights set forth in paragraph (1) shall not include any right provided for otherwise in this Act or the rights specified by a Cabinet Order such as the right to distribution of surplus.

Article 33-2(1)A Mutual Company shall not give property benefits to a person regarding the exercise of his/her member's rights or general representative's rights (limited to benefits given on the account of the Mutual Company or its de facto Subsidiary Company (referring to a juridical person whose management is deemed to be controlled by the Mutual Company pursuant to the provisions of a Cabinet Office Ordinance, such as a Stock Company in which the Mutual Company holds a majority of the voting rights of all shareholders; the same shall apply hereinafter).

(2)The provisions of Article 120, paragraphs (2) to (5) inclusive (Giving Benefits on Exercise of Shareholder's Right) of the Companies Act shall apply mutatis mutandis to the case set forth in the preceding paragraph; and the provisions of Part VII, Chapter II, Section 2 (excluding Article 847, paragraph (2), Article 849, paragraph (5), and Article 851, paragraph (1), item (i) and paragraph (2)) (Lawsuit for Responsibility, etc. in Stock Company) of that Act shall apply mutatis mutandis to a lawsuit for the return of benefits under Article 120, paragraph (3) of that Act as applied mutatis mutandis pursuant to this paragraph, respectively.In this case, the term "paragraph (1)" in Article 120, paragraphs (3) and (4) of that Act shall be deemed to be replaced with "Article 33-2, paragraph (1) of the Insurance Business Act"; the term "all shareholders" in Article 120, paragraph (5) shall be deemed to be replaced with "all members"; the term "shareholder who has been holding shares (other than a holder of share less than one unit who may not exercise his/her rights pursuant to the provision of the articles of incorporation under Article 189, paragraph (2))" in Article 847, paragraph (1) (Lawsuit for Responsibility, etc.) of that Act shall be deemed to be replaced with "person who has been a member"; and the term "shareholder" in Article 847, paragraphs (3) to (5) inclusive and (7) shall be deemed to be replaced with "member"; and any other necessary technical change in interpretation shall be specified by a Cabinet Order.

Article 34(1)A member shall withdraw on any of the following grounds:

(2)In case of a member's death (excluding the cases where the death falls under the items of the preceding paragraph) or a member's extinction due to merger, the heir or any other general successor to the member shall assume the rights and obligations of the member.

(3)Where two or more general successors (referring to general successors by inheritance and limited to those who have not effected the payment of insurance premiums in whole or in part; hereinafter the same shall apply in this paragraph) exist to the deceased or extinct member set forth in the previous paragraph, the general successors shall assume the obligation of effecting the insurance premium payments jointly and severally.

(4)When two or more general successors (limited to general successors by inheritance; hereinafter the same shall apply in this paragraph), exist for the deceased or extinct member, the general successors may not exercise the member's rights that they have assumed, unless they appoint one person who exercises such rights.

Article 35A withdrawn member may, pursuant to the terms of the articles of incorporation or insurance contract, claim refund of the money associated with his/her rights; provided, however, that this shall not apply to the cases where the withdrawn member is replaced by another person.

Article 36The claim for refund set forth in the preceding Article shall lapse by prescription, unless exercised within two years.

Article 60(1)A Mutual Company may, even after its establishment, solicit additional funds by a resolution of the General Meeting of members (or General Meeting, where the company has such meeting; hereinafter the same shall apply in this paragraph).In this case, the Mutual Company shall determine the amount of such additional funds by a resolution of the General Meeting of members.

(2)The resolution specified in the preceding paragraph shall be a resolution under Article 62, paragraph (2).

Article 60-2(1)A Mutual Company shall notify the following matters to the persons who intend to offer a contribution to its funds in response to a solicitation under paragraph (1) of the preceding Article:

(2)A person who offers to contribute to funds in response to the solicitation under paragraph (1) of the preceding Article shall submit to the Mutual Company a document specifying the following matters:

(3)In addition to the documents specified in Articles 18 and 46 of the Commercial Registration Act as applied mutatis mutandis pursuant to Article 67, the following documents shall be attached to the written application for registration of change due to any solicitation of additional funds under paragraph (1) of the preceding Article:

(4)The provisions of Article 28, paragraphs (3) to (6) inclusive, Article 29 to 30-2 inclusive, Article 30-3 (excluding paragraphs (2) and (3)), and Article 30-5, paragraphs (2) and (3) shall apply mutatis mutandis to the solicitation of additional funds under paragraph (1) of the preceding Article.In this case, the term "incorporators" in those provisions shall be deemed to be replaced with "Mutual Company"; the term "preceding paragraph" in Article 28, paragraph (3) shall be deemed to be replaced with "Article 60-2, paragraph (2)"; the terms "the items of paragraph (1)" and "paragraph (2)" in Article 28, paragraph (4) shall be deemed to be replaced with "Article 60-2 the items of paragraph (1)" and "paragraph (2) of the same Article," respectively; the term "paragraph (2), item (i)" in Article 28, paragraph (5) shall be deemed to be replaced with "Article 60-2, paragraph (2), item (i)"; the term "paragraph (2), item (ii) of the preceding Article" in Article 29, paragraph (1) shall be deemed to be replaced with "Article 60-2, paragraph (2), item (ii)"; the term "the preceding two Articles" in Article 30 shall be deemed to be replaced with "Article 60-2, paragraph (1) (excluding item (iii)), and Article 28, paragraphs (3) to (6) inclusive and the preceding Article as applied mutatis mutandis pursuant to paragraph (4) of the same Article"; the terms "without delay" and "Article 28, paragraph (1), item (iii)" in Article 30-3, paragraph (1) shall be deemed to be replaced with "on the date set forth in Article 60-2, paragraph (1), item (iii)" and "Article 60-2, paragraph (1), item (iv)," respectively; the term "solicited at incorporation who has received the notice under paragraph (2) shall, unless he/she makes the payment by the date set forth in that paragraph" in Article 28, paragraph (5) be deemed to be replaced with", unless he/she makes the payment by the date set forth in paragraph (1);" and the term "After the establishment of the Mutual Company" in Article 30-5, paragraph (3) shall be deemed to be replaced with "After a year has elapsed since the date of registration of change due to a solicitation of additional funds under Article 60, paragraph (1)"; any other necessary technical change in interpretation shall be specified by a Cabinet Order.

(5)The provisions of Article 828, paragraph (1) (limited to the segment pertaining to item (ii)) and (2) (limited to the segment pertaining to item (ii)) (Claim Seeking Nullification of Acts Related to Organization of Company), Article 834 (limited to the segment pertaining to item (ii)) (Defendant), Article 835, paragraph (1) (Jurisdiction of Claim), Article 836, paragraphs (1) and (3) (Order to Furnish Security), Article 837 to 840 inclusive (Compulsory Consolidation of Oral Arguments, etc., Scope of Effect of Judgment in Favor of Claim, Effect of Judgment of Nullity or Rescission, Effect of Judgment of Nullity on Issue of New Shares), Article 846 (Liability for Damages in Case of Defeat of Plaintiff), and Article 937, paragraph (1) (limited to the segment pertaining to item (i), (b)) (Commission of Registration by Judicial Decision) of the Companies Act shall apply mutatis mutandis to a claim for the nullification of a solicitation of additional funds under paragraph (1) of the preceding Article; and the provisions of Article 868, paragraph (1) (Jurisdiction of Non-Contentious cases), the main clause of Article 871 (Supplementary Note of Reasons), Article 872 (limited to the segment pertaining to item (ii)) (Immediate Appeal Against Ruling), the main clause of Article 873 (Stay of Execution of Original Sentence), Article 875 to 877 inclusive (Exclusion from Application of Provisions of Act on Procedures for Non-Contentious Cases, Supreme Court Rules, Compulsory Consolidation of Hearings, etc.) and Article 878, paragraph (1) (Effect of Judicial Decision) of that Act shall apply mutatis mutandis to an application under Article 840, paragraph (2) of that Act as applied mutatis mutandis pursuant to this paragraph.In this case, the term "shareholders, etc." in Article 828, paragraph (2), item (ii) of that Act shall be deemed to be replaced with "members, directors, company auditors or liquidators (or, in a company with Committees, members, directors, executive officers or liquidators) of a Mutual Company;" any other necessary technical change in interpretation shall be specified by a Cabinet Order.

Article 61Whenever a Mutual Company intends to solicit persons who subscribe for the bonds (referring to the monetary claims against the Mutual Company which accrue as a result of any allocation made by the Mutual Company pursuant to the provisions of this Act and which are to be redeemed under fixed conditions regarding the following matters; hereinafter the same shall apply in this Subsection) that it issues, the company shall determine the following matters with respect to the bonds for subscription (referring to the bonds that will be allocated to the persons who have subscribed for such bonds in response to the solicitation; hereinafter the same shall apply in this Subsection):

Article 61-2(1)A Mutual Company shall notify the following matters to the persons who intend to offer a subscription for bonds in response to a solicitation under the preceding Article:

(2)A person who offers to subscribe for bonds in response to the solicitation under the preceding Article shall submit to the Mutual Company a document specifying the following matters:

(3)A person who makes an offer under the preceding paragraph may, in lieu of submitting the document prescribed in that paragraph, and pursuant to the provisions of a Cabinet Order, provide the matters to be indicated in such document by electromagnetic means, with the consent of the Mutual Company.In this case, the person who has made the offer shall be deemed to have submitted the document prescribed in that paragraph.

(4)The provision of paragraph (1) shall not apply to the cases where the Mutual Company has issued to the person who intends to make an offer under paragraph (1) the prospectus prescribed in Article 2, paragraph (10) (Definitions) of the Financial Instruments and Exchange Act that describes the matters listed in the items of paragraph (1), or to any other case specified by a Cabinet Office Ordinance as posing no risk to the protection of persons who intend to offer a subscription for bonds.

(5)The Mutual Company shall immediately notify a person who has made an offer under paragraph (2) (hereinafter referred to as "Offeror" in this Subsection) of any change in the matters listed in the items of paragraph (1) and the matter affected by the change.

(6)It shall be sufficient for a notice or demand to an Offeror to be sent by the Mutual Company to the address specified under paragraph (2), item (i) (or to any other place or contact address notified by the Offeror to the Mutual Company for the receipt of notices or demands).

(7)The notice or demand in the preceding paragraph shall be deemed to have arrived at the time when such notice or demand should normally have arrived.

Article 61-3(1)The Mutual Company shall select from among the Offerors the persons to receive allocation of the bonds for subscription, and determine the par value, and the number by name, of the bonds for subscription to be allocated to each of such persons.In this case, the Mutual Company may reduce the number of the bonds for subscription to be allocated to each Offeror for each name from the number prescribed in paragraph (2), item (ii) of the preceding Article.

(2)The Mutual Company shall notify the Offerors, no later than the day immediately preceding the date referred to in Article 61, item (x) of the par value, and the number by name, of the bonds for subscription that will be allocated to each Offeror.

Article 61-4The provisions of the preceding two Articles shall not apply to the cases where a person who intends to subscribe for bonds concludes a contract for the subscription for the total amount of those bonds.

Article 61-5The provisions of Article 680 to 683 inclusive (Bondholders of Bonds for Subscription, Bond Registry, Delivery of Document Stating Matters to Be Stated in Bond Registry, Management of Bond Registry), Article 684 (excluding paragraphs (4) and (5)) (Keeping and Making Available for Inspection of Bond Registry) and Article 685 to 701 inclusive (Notices to Bondholders, Exercise of Rights by Co-owners, Assignment of Bonds with Issued Certificates, Perfection of Assignment of Bonds, Presumption of Rights, Stating or Recording Matters to Be Stated in Bond Registry Without Request from Bondholders, Stating or Recording Matters to Be Stated in Bond Registry as Requested by Bondholders, Pledges of Bonds with Issued Certificates, Perfection of Pledge of Bonds, Entries in Bond Registry Regarding Pledges, Delivery of Documents Stating Matters to Be Stated in Bond Registry Regarding Pledges, Perfection Requirements for Bonds Belonging to Trust Property, etc., Issuing of Bond Certificates, Matters to Be Stated on Bond Certificates, Conversions between Registered Bonds and Bearer Bonds, Loss of Bond Certificates, Redemption of Bonds where Coupons Missing, Extinctive Prescription of Right to Claim Redemption of Bonds) of the Companies Act shall apply mutatis mutandis to the cases where a Mutual Company issues bonds.In this case, the term "bond-issuing Company" in those provisions shall be deemed to be replaced with "bond-issuing mutual company"; the term "the preceding Article" in Article 680, item (ii) of that Act shall be deemed to be replaced with "Article 61-4 of the Insurance Business Act"; the term "Article 676, items (iii) though (viii)" in Article 681, item (i) of that Act shall be deemed to be replaced with "Article 61, items (iii) to (viii) inclusive of the Insurance Business Act"; the term "Article 720, paragraph (1)" in Article 685, paragraph (5) of that Act shall be deemed to be replaced with "Article 720, paragraph (1) as applied mutatis mutandis pursuant to Article 61-8, paragraph (2) of the Insurance Business Act"; and the term "Article 676, item (vii)" in Article 698 of that Act shall be deemed to be replaced with "Article 61, item (vii) of the Insurance Business Act"; any technical change in interpretation shall be specified by a Cabinet Order.

Article 61-6In issuing bonds, a Mutual Company shall designate a bond administrator to be entrusted with the receipt of payments, preservation of claims and other bond administration activities on behalf of the bondholders; provided, however, that this shall not apply to the cases where the par value of each bond is one hundred million yen or more, or any other case specified by a Cabinet Office Ordinance as posing no risk to the protection of bondholders.

Article 61-7(1)The bond administrator shall have the authority to carry out any judicial or non-judicial act to receive payments of claims pertaining to the bonds on behalf of the bondholders, or to secure the realization of claims pertaining to the bonds.

(2)Where the bond administrator has received any payment under the preceding paragraph, the bondholders may demand the payment of the redeemed amount of bonds and interest thereon from the bond administrator.In this case, the bondholders shall demand the payment of such redeemed amount in exchange for bond certificates, and the payment of such interest in exchange for coupons, if the issue of bond certificates is stipulated.

(3)Any claim under the first sentence of the preceding paragraph shall lapse by prescription if not exercised within ten years.

(4)The bond administrator shall not carry out the following acts without a resolution of the bondholders meeting; provided, however, that this shall not apply to the act listed in item (ii), if there is a stipulation with respect to the matters listed in Article 61, item (viii):

(5)The bond administrator shall, when he/she has carried out the act listed in item (ii) of the preceding paragraph without a resolution of the bondholders meeting pursuant to the proviso to that paragraph, give public notice of that effect without delay, and notify each of the known bondholders thereof.

(6)A public notice under the preceding paragraph shall be made in accordance with the Method of Public Notice adopted by the bond-issuing mutual company; provided, however, that such public notice shall be given by way of publication in the Official Gazette, where that method is electronic public notice.

(7)The bond administrator may, when it is necessary for carrying out the act listed in paragraph (1) or the items of paragraph (4) with respect to the bonds that he/she has been entrusted to administer, investigate with the permission of the court the status of the business and property of the bond-issuing mutual company.

(8)The provisions of Article 703 (Qualifications of Bond Managers), Article 704 (Obligations of Bond Managers), Article 707 to 714 inclusive (Appointment of Special Agent, Method of Acts of Bond Managers, Special Provisions for Multiple Bond Managers, Liability of Bond Manager, Resignation of Bond Managers, Liability of Bond Managers after Resignation, Dismissal of Bond Managers, Succession to Bond Manager's Administration of Bonds), Article 868, paragraph (3) (Jurisdiction of Non-Contentious Cases), Article 869 (Showing of Prima facie Evidence), Article 870 (limited to the segment pertaining to item (iii)) (Hearing of Statements), Article 871 (Supplementary Note of Reasons), Article 872 (limited to the segment pertaining to item (iv)) (Immediate Appeal Against Ruling), Article 874 (limited to the segment pertaining to items (i) and (iv)) (Restrictions on Appeal), Articles 875 (Exclusion from Application of Provisions of Act on Procedures for Non-Contentious Cases) and Article 876 (Supreme Court Rules) of the Companies Act shall apply mutatis mutandis to a bond administrator.In this case, the term "bond-issuing company" in those provisions shall be deemed to be replaced with "bond-issuing mutual company"; the term "this Act" in Article 710, paragraph (1) of that Act shall be deemed to be replaced with "the Insurance Business Act"; and the term "Article 702" in Article 711, paragraph (2) of that Act shall be deemed to be replaced with "Article 61-6 of the Insurance Business Act"; any other necessary technical change in interpretation shall be specified by a Cabinet Order.

Article 61-8(1)The bondholders shall form a bondholders meeting for each class of bond (referring to the class of bond set forth in Article 681, item (i) of the Companies Act as applied mutatis mutandis pursuant to Article 61-5).

(2)The provisions of Part IV, Chapter III (excluding Article 715 and Article 740, paragraph (3)) (Bondholders' Meeting), Part VII, Chapter II, Section 7 (Lawsuit for Rescission of Payment, etc by Bond-Issuing Company.), Article 868, paragraph (3) (Jurisdiction of Non-Contentious cases), Article 869 (Showing of Prima Facie Evidence), Article 870 (limited to the segment pertaining to items (x) to (xii) inclusive) (Hearing of Statements), Article 871 (Supplementary Note of Reasons), Article 872 (limited to the segment pertaining to item (iv)) (Immediate Appeal Against Ruling), Article 873 (Stay of Execution of Original Sentence), Article 874 (limited to the segment pertaining to item (iv)) (Restrictions on Appeal), Articles 875 (Exclusion from Application of Provisions of Act on Procedures for Non-contentious Cases) and Article 876 (Supreme Court Rules) of the Companies Act shall apply mutatis mutandis to the cases where a Mutual Company issues bonds.In this case, the term "bond-issuing company" in those provisions shall be deemed to be replaced with "bond-issuing mutual company"; the term "under Article 705, paragraphs (1) to (3) inclusive, and under Articles 708 and 709" in Article 737, paragraph (2) (Execution of Resolutions of Bondholders' Meetings) of that Act shall be deemed to be replaced with "of Article 61-7, paragraphs (1) to (3) inclusive of the Insurance Business Act, and the provisions of Articles 708 and 709 as applied mutatis mutandis pursuant to Article 61-7, paragraph (8) of that Act"; and the term "the provisions of Article 449, Article 627, Article 635, Article 670, Article 779 (including the cases where applied mutatis mutandis pursuant to paragraph (2) of Article 781), Article 789 (including the cases where applied mutatis mutandis pursuant to paragraph (2) of Article 793), Article 799 (including the cases where applied mutatis mutandis pursuant to paragraph (2) of Article 802) or Article 810 (including the cases where applied mutatis mutandis pursuant to paragraph (2) of Article 813)" in Article 740, paragraph (1) (Special provisions on objection procedures for creditors) of that Act shall be deemed to be replaced with "Article 17 (excluding the proviso to paragraph (1)) of the Insurance Business Act as applied mutatis mutandis pursuant to Article 57, paragraph (4) of that Act, and Articles 88 and 165-17 (including the cases where it is applied mutatis mutandis pursuant to Article 165-20 of that Act) of that Act"; any other necessary technical change in interpretation shall be specified by a Cabinet Order.

Article 61-9For the purpose of applying the Secured Bond Trust Act (Act No. 52 of 1905) and other laws and regulations specified by a Cabinet Order, the bonds shall, pursuant to the provisions of a Cabinet Order, be deemed to be bonds as defined in Article 2, item (xxiii) (Definitions) of the Companies Act.

Article 61-10(1)A bond registry shall not be required for the bonds which meet all of the following requirements (referred to as "Short-Term Bonds" in the following paragraph):

(2)The provisions of Article 61-6 to 61-8 inclusive shall not apply to Short-Term Bonds.

Article 62(1)Any amendment to the articles of incorporation shall require a resolution of the General Meeting of members (or General Meeting, where the company has such meeting).

(2)Notwithstanding the provisions of Article 37-3, paragraph (1) and Article 44, paragraph (1), the resolution set forth in the preceding paragraph shall be adopted by a three quarter majority of the votes held by the attending members in a session where half or more of the members are present (or by the three quarter majority of the votes held by the attending general representatives in a session where half or more of the general representatives are present).

Article 62-2(1)A Mutual Company shall, when it intends to carry out any of the following acts, obtain authorization of a contract pertaining to the relevant act by a resolution of the General Meeting of members no later than the day immediately preceding the Effective Date of the act:

(2)The resolution set forth in the preceding paragraph shall be a resolution under paragraph (2) of the preceding Article.

Article 63(1)A Mutual Company may, by a provision in its articles of incorporation, exclude from its membership the holders of non-participating policies or any other class of insurance policy specified by a Cabinet Office Ordinance.

(2)The articles of incorporation set forth in the preceding paragraph shall specify the class of insurance policy to which that paragraph applies, as well as other matters specified by a Cabinet Office Ordinance.

(3)A Mutual Company shall not underwrite the insurance policies set forth in paragraph (1) over the limit specified by a Cabinet Office Ordinance.

(4)Pursuant to the provisions of a Cabinet Office Ordinance, a Mutual Company shall, when it underwrites any of the insurance policies set forth in paragraph (1), separate the accounting for such insurance policies from that for the insurance policies held by the members.

(5)The provisions of Part II, Chapter X (excluding Article 664 (including the cases where it is applied mutatis mutandis pursuant to Article 683, paragraph (1)) (Insurance) and Part III, Chapter VI (Marine Insurance) of the Commercial Code shall apply mutatis mutandis to the insurance policies set forth in paragraph (1).In this case, any other necessary technical change in interpretation shall be specified by a Cabinet Order.

(6)In addition to what is prescribed in the preceding paragraphs, necessary matters regarding the insurance policies set forth in paragraph (1) shall be specified by a Cabinet Office Ordinance.

Article 64(1)A Mutual Company shall complete its registration of incorporation at the location of its principal office within two weeks from the date of conclusion of the Organizational Meeting (or from the date of resignation of the incorporators pursuant to the provision of Article 30-12, paragraph (3)).

(2)The following matters shall be registered in completing the registration set forth in the preceding paragraph:

(3)The provisions of Article 915, paragraph (1) (Registration of Change), Article 916 (limited to the segment pertaining to item (i)) (Registration of Relocation of Head Office to Jurisdictional District of Another Registry Office), Article 918 (Registration of Managers) and Part VII, Chapter IV, Section2, Subsection 2 (excluding Article 932) (Registration at Location of Branch Offices) of the Companies Act shall apply mutatis mutandis to a Mutual Company; and the provision of Article 917 (limited to the segment pertaining to item (i)) (Registration of Provisional Disposition, etc. For Suspension of Execution of Duty) of that Act shall apply mutatis mutandis to the directors, executive officers, accounting advisors, company auditors, representative director, committee members or representative executive officer of a Mutual Company.In this case, the term "the items of Article 911, paragraph (3) and the items of the three preceding Articles" in Article 915, paragraph (1) of that Act shall be deemed to be replaced with "the items of Article 64, paragraph (2) of the Insurance Business Act"; any other necessary technical change in interpretation shall be specified by a Cabinet Order.

Article 65The following documents shall be attached to a written application under paragraph (1) of the preceding Article, in addition to the documents set forth in Article 18, Article 46 and Article 47, paragraph (3) of the Commercial Registration Act as applied mutatis mutandis pursuant to Article 67:

Article 66A registry office shall keep a registry of mutual companies.

Article 67The provisions of Part VII, Chapter IV, Section 1 (excluding Article 907) (General provisions) of the Companies Act, and the provisions of Article 1-3 to 5 inclusive (Registry Office, Delegation of Duties, Suspension of Duties, Registrar, Disqualification of Registrar), Article 7 to 15 inclusive (Prohibition of Taking out Registry, etc., Loss and Restoration of Registry, Prevention of Loss of Registry, etc., Delivery, etc. of Certificate of Registered Matters,, Delivery of Document Containing Description of Registered Matters, Inspection of Annexed Documents, Seal Registration Certificate, Certification of Necessary Matters, etc. for Checking Measures to Indicate Preparer of Electromagnetic Record, Fees, Principle of Application by Party Concerned, Registration by Commission), Article 17 to 27 inclusive (Method of Application for Registration, Documents to Be Attached to Written Application, Electromagnetic Record to be Attached to Written Application, Submission of Seal, Reception, Receipt, Order of Registration, Identification by Registrar, Dismissal of Application, Registration After Expiration of Period for Filing Complaint, Modification of Administrative Boundaries, etc., Prohibition of Registration of Same Trade Name at Same Location), Article 31 (Registration of Discharge in Assigning Operation or business), Article 33 (Deletion of Registration of Trade Name), Article 44 to 46 inclusive (Registration of Company Managers, General Rules for Attached Documents), Article 47, paragraphs (1) and (3) (Registration of Incorporation), Article 48 to 55 inclusive (Registration at Location of Branch Offices, Registration of Relocation of Head Office, Registration of Change of Directors, etc., Registration of Change of Persons to Temporarily Carry Out Duties of Accounting Auditor), and Article 132 to 148 inclusive (Correction, Application for Deletion, Deletion Without any Party's Request, Exclusion from Application of Administrative Procedure Act, Exclusion from Application of Act on Access to Information Held by Administrative Organs, Exclusion from Application of Act on Protection of Personal Information Held by Administrative Organs, Application for Examination, Treatment of Cases of Application for Examination, Exclusion from Application from Administrative Appeal Act, Delegation to Ordinance of the Ministry) of the Commercial Registration Act shall apply mutatis mutandis to a registration regarding a Mutual Company.In this case, the terms "trade name," "business office (or, in a company, head office; hereinafter the same shall apply in this Article)" and "business office pertaining to" in Article 27 of the latter Act shall be deemed to be replaced with "trade name or name," "principal office" and "principal office pertaining to," respectively; the term "shareholders meeting or class shareholders meeting" in Article 46, paragraph (2) of that Act shall be deemed to be replaced with "General Meeting of members (or General Meeting, where the company has such meeting)"; the terms "Article 319, paragraph (1) (including the cases where it is applied mutatis mutandis pursuant to Article 325 of the Companies Act) or Article 370 (including the cases where it is applied mutatis mutandis pursuant to Article 490, paragraph (5) of that Act) of the Companies Act" and "shareholders meeting or class shareholder meeting" in Article 46, paragraph (3) of that Act shall be deemed to be replaced with "Article 319, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 41, paragraph (1) of the Insurance Business Act, or Article 370 of the Companies Act as applied mutatis mutandis pursuant to Article 53-16 or 180-15 of the Insurance Business Act" and "General Meeting of members", respectively; the term "Article 416, paragraph (4) of the Companies Act" in Article 46, paragraph (4) shall be deemed to be replaced with "Article 53-30, paragraph (4) of the Insurance Business Act"; and the terms "head office" and "branch offices" in the provisions of Article 48 to 53 inclusive of that Act shall be deemed to be replaced with "principal office" and "secondary offices," respectively; any other necessary technical change in interpretation shall be specified by a Cabinet Order.

Article 67-2The provisions of Article 940, paragraphs (1) and (3) (Period of Public Notice, etc. for Electronic Public Notice, etc.), Article 941 (Investigation on Electronic Public Notice), Article 946 (Obligation of Investigation, etc.), Article 947 (Cases Where Investigation on Electronic Public Notice May Not Be Carried Out), Article 951, paragraph (2) (Keeping and Inspection, etc. of Financial Statements, etc.), Article 953 (Order for Improvement), and Article 955 (Entries, etc. in Investigation Registry, etc.) of the Companies Act shall apply mutatis mutandis to the cases where a Mutual Company gives public notice under this Act or any other Act in the form of electronic public notice.In this case, the terms "Article 440, paragraph (1)" and "annual shareholders meeting" in Article 940, paragraph (1), item (ii) of that Act shall be deemed to be replaced with "Article 54-7, paragraph (1) of the Insurance Business Act" and "annual general meeting of members (or annual general meeting, where the company has such meeting)," respectively; the term "the preceding two paragraphs" in Article 940, paragraph (3) of that Act shall be deemed to be replaced with "paragraph (1)"; and the term "public notice under this Act or any other Act (excluding the public notice under Article 440, paragraph (1)" in Article 941 of that Act shall be deemed to be replaced with "public notice under the Insurance Business Act (excluding the public notice under Article 54-7, paragraph (1) of that Act"; any other necessary technical change in interpretation shall be specified by a Cabinet Order.

Article 68(1)A stock Insurance Company may convert to a mutual Insurance Company.

(2)A Stock Company that is a Small Amount and Short Term Insurance Provider may convert to a Mutual Company that is a Small Amount and Short Term Insurance Provide.

(3)Any entity conversion under the preceding two paragraphs (hereinafter referred to as "Entity Conversion" in this Subsection) shall require a solicitation of funds in order to raise the total amount of the funds of the Mutual Company after the Entity Conversion to or over the amount specified in one of the following items depending on the case:

(4)The total amount of the funds set forth in the preceding paragraph may be comprised in whole or in Part of a Reserves set aside at the time of Entity Conversion.In this case, the converting company shall not be required to solicit funds under that paragraph to the extent covered by the reserve.

(5)The Reserves set forth in the preceding paragraph shall be deemed as the reserve for redemption of funds, to which the provisions of this Act (excluding Article 56) shall apply.

(6)In the case of an Entity Conversion, the converting company may set aside a deficiency reserve in addition to the reserve set forth in paragraph (4).

Article 69(1)A Stock Company shall, when it intends to convert to a Mutual Company, prepare an Entity Conversion plan to be approved by a resolution of the shareholders meeting.

(2)The resolution set forth in the preceding paragraph shall be a resolution under Article 309, paragraph (2) (Resolution of shareholders meetings) of the Companies Act.

(3)A Stock Company, when it intends to adopt a resolution under paragraph (1), shall provide an outline of the Entity Conversion plan in the notice to be given pursuant to Article 299, paragraph (1) (Notice of calling of shareholders' meetings) of the Companies Act.

(4)A Stock Company shall describe the following matters in its Entity Conversion plan:

(5)A Stock Company which has adopted a resolution under paragraph (1) shall, within two weeks from the date of the resolution, notify each of the registered pledgees of shares and registered pledgees of share options of the planned Entity Conversion.

(6)The provisions of Article 219, paragraph (1) (limited to the segment pertaining to item (v)), (2) and (3) (Public notice in relation to submission of share certificate), Article 220 (Cases where share certificates cannot be submitted), and Article 293, paragraph (1) (limited to the segment pertaining to item (ii)) (Public notice in relation to submission of share option certificate) of the Companies Act shall apply mutatis mutandis to a converting Stock Company.In this case, any other necessary technical change in interpretation shall be specified by a Cabinet Order.

Article 69-2(1)A converting Stock Company shall, for the period ranging from the commencement date for the keeping of Entity Conversion plan to the Effective Date, keep at each of its business offices a document or electromagnetic record describing or recording the contents of the Entity Conversion plan and other matters specified by a Cabinet Office Ordinance.

(2)The term "the commencement date for the keeping of Entity Conversion plan" in the preceding paragraph refers to the date listed in one of the following items, whichever comes earliest:

(3)The creditors of a converting Stock Company, such as shareholders and Policyholders, may make the following requests to the company at any time during its operating hours; provided, however, that they pay the fees determined by the Stock Company in making a request falling under item (ii) or (iv):

(4)The Converted Mutual Company shall, for six months from the Effective Date, keep at each of its offices a document or electromagnetic record describing or recording the contents of the Entity Conversion plan and any other matter specified by a Cabinet Office Ordinance.

(5)Policyholders or other creditors of a Converted Mutual Company may make the following requests to the company at any time during its business hours; provided, however, that they pay the fees determined by the Converted Mutual Company in making a request falling under item (ii) or (iv):

Article 70(1)Policyholders or other creditors of a converting Stock Company may state to the company their objections to the Entity Conversion.

(2)A converting Stock Company shall publish the following matters in the Official Gazette and by the Method of Public Notice prescribed by its articles of incorporation; provided, however, that the period for item (iv) may not be shorter than one month:

(3)Where no Policyholders or other creditors have stated their objections within the period set forth in item (iv) of the preceding paragraph, such Policyholders or creditors shall be deemed to have approved the Entity Conversion.

(4)Where any Policyholder or other creditor has stated his/her objection under paragraph (2), item (iv), the converting Stock Company shall make payment or provide equivalent security to such Policyholder or other creditor, or entrust equivalent property to a trust company, etc. for the purpose of ensuring that such Policyholder or other creditor receive the payment; provided, however, that this shall not apply to the cases where the Entity Conversion poses no risk of harming the interest of such Policyholder or other creditor;

(5)The provision of the preceding paragraph shall not apply to the Policyholders or any rights held by other persons pertaining to insurance contracts (other than Insurance Claims, etc.).

(6)Any resolution of authorization under Article 69, paragraph (1) shall be null and void if the number of the Policyholders who have stated their objections within the period set forth in paragraph (2), item (iv) (excluding the holders of policies under which Insurance Claims, etc. had already arisen at the time of public notice under the paragraph (2) (but limited to those policies that would be terminated with the payment of the Insurance Claims, etc.); hereinafter the same shall apply in this paragraph and the following paragraph) exceeds one fifth of the total number of Policyholders, and the amount specified by a Cabinet Office Ordinance as the credits (other than Insurance Claims, etc.) belonging to the insurance contracts of the Policyholders who have stated such objections exceeds one fifth of the total amount of credits belonging to the Policyholders.

(7)An Entity Conversion carried out pursuant to the provisions of the preceding paragraphs shall also be effective against the Policyholders who have stated their objections under the preceding paragraph and other persons who hold any right (other than Insurance Claims, etc.) pertaining to the insurance contracts involving the Policyholders.

(8)In addition to what is provided for in the preceding paragraphs, necessary matters for the application of those provisions shall be specified by a Cabinet Order.