 |

| (English translation) |
| April 30, 2004 |
|
Operation and Capital Alliance
between Tokai Tokyo Securities and Mitsui Sumitomo
Insurance
|
| Tokai Tokyo Securities Co., Ltd. (President Masao Okumura) ("TTS")
and Mitsui Sumitomo Insurance Co., Ltd. (President Hiroyuki Uemura)
("MSI") have agreed on a business and capital alliance today
as follows: |
| 1. |
Purpose |
|
TTS and MSI have concluded an agreement of business and capital
alliance to share their operational know-how and allow each other
to use the other's know-how to meet customers' needs by offering attractive
products and services. |
| 2. |
Outline of Operation Alliance
|
|
TTS and MSI will co-operate each other in the alliance to offer
attractive products and services to meet customers' needs in the following
areas, while further collaboration is under consideration in an ongoing
discussion. |
|
| (1) |
Joint promotion of agents' entry into the Securities Intermediary
Service* |
| |
As for joint promotion of the Securities Intermediary Service,
MSI will introduce to TTS MSI's insurance agents who intend
to participate in the system and TTS will help them together
with MSI to this end. |
| |
*It was newly introduced to permit non-securities companies
to act as broker, and started its operation this April, as part
of deregulation. |
| (2) |
Joint support to foster medium- and small-sized companies |
| |
Combining TTS's advisory function in IPO preparation and MSI's
know-how in risk management and 401(k) program, they will extend
jointly a comprehensive service to medium- and small-sized companies. |
| (3) |
TTS's Distribution of MSI's Insurance Products |
| |
TTS will sell MSI group's non-life and life insurance products,mainly
savings-type products. |
| (4) |
Human Resource Exchange |
| |
TTS and MSI will exchange their personnel each other to make
the alliance tight. |
|
| 3. |
Outline of Capital Alliance |
|
MSI will hold a 10% stake in the outstanding shares of TTS stock
to ensure the alliance, by acquiring 23.7 million shares out of those
in treasury stock at TTS, or an 8.30% stake, in addition to 4.8 million
shares in, or a 1.68% stake, already held in its portfolio. |
|
|
 |
Profiles of TTS and MSI |
|
| |
Tokai Tokyo Securities Co., Ltd. ("TTS") |
Mitsui Sumitomo Insurance Co., Ltd. ("MSI") |
| date established |
June 19th, 1929 |
October 21st, 1918 |
| location |
7-1, Kyobashi 1-chome, Chuo-ku, Tokyo, Japan |
27-2, Shinkawa 2-chome, Chuo-ku, Tokyo, Japan |
| president |
Masao Okumura |
Hiroyuki Uemura |
| employees |
2,398 |
14,015 |
| common stock |
36.0 billion yen |
128.4 billion yen |
| total assets |
270.8 billion yen |
6,163.5 billion yen |
|
|
| as of |
March 31st, 2004 |
September 30th, 2003 |
|
|