December 5, 2000 Fundamental Points of the Merger Contract between The Sumitomo M&F and Mitsui M&F Each of The Sumitomo Marine & Fire Insurance Co., Ltd. (President : Hiroyuki Uemura) and Mitsui Marine & Fire Insurance Co., Ltd. ( Chairman, President & CEO : Takeo Inokuchi) at its meeting of the Board of Directors held today approved "Fundamental Points of the Merger Contract", such as Corporate Name, Head Office Location, Merger Structure, Merger Ratio, and Top Management, the merger having been agreed upon between the two companies under the spirit of equal partnership by a Basic Agreement To Merge of March 27, 2000 with effect from October 1, 2001. The following points will be concluded formally subject to the approval of the shareholders' meeting of each of the companies (scheduled to be held in June 2001) after signing a Contract of Merger (scheduled to be signed in April 2001). I. Corporate Name MITSUI SUMITOMO INSURANCE COMPANY, LIMITED II. Head Office Location 27-2, Shinkawa 2-chome, Chuo-ku, Tokyo The present location of the head office of The Sumitomo Marine & Fire Insurance Co., Ltd. III. Merger Structure Subject to the two companies' merger under the spirit of equal partnership, Mitsui Marine will be the surviving entity for the purpose of legal procedures.   IV. Merger Ratio One (1) share of Sumitomo Marine Common Stock will be exchanged for 1.09 shares of Common Stock of the new company. In order to insure that the merger ratio be determined reasonably and appropriately so that it will be fair to the shareholders of each of the two companies, the two companies respectively requested external organizations, Goldman Sachs by Sumitomo Marine and Morgan Stanley Dean Witter by Mitsui Marine, to appraise the merger ratio. On the basis of those appraisals the two companies held careful discussions and agreed on the final ratio.; V. Top Management The following two directors will be appointed. Chairman (Co-CEO): Takeo Inokuchi (the current chairman, president, and CEO of Mitsui Marine & Fire Insurance Co., Ltd.) President (Co-CEO): Hiroyuki Uemura (the current president of The Sumitomo Marine & Fire Insurance Co., Ltd.)