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| May 31,2000 |
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| Update on
Preparations for the Merger of Sumitomo Marine and Mitsui Marine |
The Sumitomo Marine and Fire Insurance Co., Ltd.
Mitsui Marine and Fire Insurance Co., Ltd. |
With an eye on the upcoming merger in October 2001, The Sumitomo
Marine and Fire Insurance Co., Ltd. (Hiroyuki Uemura, President) and
Mitsui Marine and Fire Insurance Co., Ltd.(Takeo Inokuchi, President
and CEO) have made an early start in conducting joint businesses and
are energetically making preparations as below, provided, however,
that any act and thing to implement any item listed below shall bepreformed
only to the extent that the compliance with any and all applicable
laws hasbeen ensured, in particular the requirements under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 and other U.S. antitrust laws and
regulations.
I. Extensive Study of Systems Integration
| 1. |
Key Components of Systems Integration Study |
| (1) |
IT Integration Committee |
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- An IT Integration Committee has been set up to oversee
the planning, design and execution of company-wide systems,
from the pre-merger stage through to the final integration
of our two firms.
Owing to the study in the committee, we are now confident
in building up the most efficient IT systems with reasonable
investments leading up to the merger, and have been able
to conduct a consistent and unified study into the implementation
of seamless, speedy IT systems.
- Under the IT Integration Committee, we have set up about
40 subcommittees which are now actively carrying out this
extensive study. These include subcommittees for developing
an integrated client data base, an agency network system,
and call center.
Each is a key element of our new IT strategy and will be
closely studied in tandem with the ongoing integration of
our existing systems.
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| (2) |
Joint Development Center for IT Systems |
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In order to centralize the development of such integrated
systems, we have opened a joint development center in Chiyoda-ku
in Tokyo. From June, a total of about 100 personnel from both
companies will be relocated here to begin tackling our new systems
development activities. |
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| 2. |
Key Directions in Our Systems Integration Study |
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With regard to post-merger computer systems, we have agreed
on the following key directions and are now conducting in-depth
analyses into each of them. |
| (1) |
To maximize the effectiveness of our host computers and fully
realize the synergy of existing system resources, we will continue
to utilize the systems already in place in both our companies.
However, by the second year after our merger, all systems in
both companies will be integrated with Mitsui Marine host computers
and connected using hub servers as part of the foundation for
a 24-hour, 365-day open operating system. |
| (2) |
We are building internet support functions into the information
networks of both firms, utilizing large-capacity ATM lines.
Our networks will integrate a wide range of communications,
including e-mail, internal phone calls, host online businesses,
and host-computer communications. Moreover, the intranet system
will deliver integrated contents to both our firms using Sumitomo
Marine's SKY Net. |
| (3) |
For the agency network, we will build new expanded-function
systems by integrating Agent 21 System, now under development
by Mitsui Marine, and Sumitomo Marine's SKY Net. |
II. Integration of Subsidiaries and Affiliates
| 1. |
Early Integration of Investment Management Subsidiaries |
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In advance of the actual integration of the two mother companies,
we aim to integrate by April 2001 two wholly-owned subsidiaries,
Sumitomo Marine Asset Management Co., Ltd. and Mitsui Marine
Asset Management Co., Ltd., which will focus on the strategic
development of financial services businesses, including mutual
funds management and investment advisory services. The new subsidiary
is expected to be a top performer in managing the assets of
their mother insurance companies while also strengthening our
capabilities in the area of asset management, including the
management of mutual funds and pension plans. Economy of scale
generated from managing assets of nearly Yen 3 trillion, together
with the combined high quality and expertise of our two companies
in fund management, are expected to help enhance our presence
in this market. |
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| 2. |
Early Integration of Long-term Care Service Affiliates |
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Pending shareholder approval, three affiliated companies will
be integrated in March 2000: Sumitomo Marine Sawayaka Net, Co.,
Ltd., Mitsui Marine's affiliate, Life Service Network Co., Ltd.,
and Well Life Service, Co., Ltd.
The consolidation of these operations is intended to expand
service to policy holders and also reinforce our position in
long-term care services, which are projected to be a major high-growth
industry. |
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| 3. |
In addition to the above mentioned subsidiaries, our life
insurance and other subsidiaries will start conducting joint
businesses as soon as possible to realize increased synergy
in all areas. Plans call for the full integration of these subsidiaries
in October 2001 to coincide with the scheduled merger of the
mother companies. |
III. Personnel Exchange (About 200 Employees)
In advance of the actual integration, our mutual personnel
exchange process willbegin in June. This first-phase exchange
will involve 200 employees from all divisions at both head offices,
including systems division staff and other personnel, to help
accelerate joint development efforts and facilitate effective
utilization of our shared business expertise.
While closely monitoring the outcome of this first phase of
our personnel exchange, we will continue with plans for all-out
personnel exchanges between our two firms in the future, with
a view to accelerating the consolidation of our operations,
promoting mutual understanding and implementing smooth and speedy
integration. |
IV. Joint Research and Development of Insurance
Products
| Our two firms have collaborated in setting up an office space
in Chuo-ku in Tokyo where we have started joint research and
development activities. Our objective is to jointly develop
new products and to reorganize and consolidate existing products
and regulations. (Development of life insurance products began
in April, and non-life insurance products in May.) |
V. Reciprocal Use of Claims Survey Subsidiaries
Reciprocal use of our two firms' claims survey subsidiaries,
The Sumitomo Kaijyo Claims Services(Motor) Co., Ltd. and Mitsui
Kaijyo Motor Claims Adjusters & Co., Ltd. began in May in
the Tohoku and Kyushu regions. Plans also call for reciprocal
use of these subsidiaries nationwide in the months ahead. Our
respective accident-support networks will be mutually extended
as a result, which will in turn enable us to conduct speedier
investigations into traffic accidents and provide
faster and more efficient claims services. |
VI. Business Tie-Ups Overseas
Starting in May, Sumitomo Marine has changed its business
partner in Vietnam to the United Insurance Company of Vietnam
(UIC), a local affiliated company of Mitsui Marine.
Owing to this tie-up, Sumitomo Marine's local underwriting presence
has been strengthened and the improvement of local services
is expected to lead to further expansion of our client base.
Moreover, owing to the transfer of Sumitomo Marine's subscribers,
premium income in UIC is expected to increase and contribute
to higher profits. |
VII. Joint Sales of Mutual Funds
It has been agreed that mutual funds set up by Sumitomo Marine
Asset Management Co., Ltd. and Mitsui Marine Asset Management
Co., Ltd. will be distributed by their mother companies' agents
which are allowed to sell mutual funds. Also, training programs
for agents aimed at the examination of a registered representative
agents will be jointly operated by both firms to help boost
our
efficiency and competitive edge. |
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