| May 18, 2001 |
| Signing of Merger Agreement between The Sumitomo M&F and Mitsui M&F |
| The Sumitomo Marine & Fire Insurance Co., Ltd. Mitsui Marine & Fire Insurance Co.,Ltd. |
| The Sumitomo Marine & Fire Insurance Co., Ltd. (President :
Hiroyuki Uemura) and Mitsui Marine & Fire Insurance Co., Ltd.
(Chairman, President & CEO : Takeo Inokuchi) have signed Merger
Agreement followed by each approval at its meeting of the Board of
Directors held today according to the Basic Agreement To Merge of
March 27, 2000 and the Memorandum of Agreement on Merger Contract
of December 5, 2000. <Primary Points of the Merger Agreement> |
| I. | Method of the Merger |
| Sumitomo Marine and Mitsui Marine merge on an equal basis. Mitsui Marine will survive for the purpose of legal proceedings. | |
| II. | Trade Name |
| The name of the new company shall be MITSUI SUMITOMO KAIJO KASAI HOKEN KABUSHIKI KAISHA and shall be written in English as Mitsui Sumitomo Insurance Company, Limited. | |
| III. | Location of Head Office |
| 27-2, Shinkawa 2-chome, Chuo-ku, Tokyo, Japan (The present location of the head office of Sumitomo Marine) |
|
| IV. | Merger Ratio |
| The merger ratio will be Mitsui Marine 1.00 : Sumitomo Marine 1.09.
(One (1) share of Sumitomo Marine Common Stock will be exchanged for 1.09 shares of Common Stock of the new company.) |
|
| V. | Capital Amount to be Increased |
| Upon completion of the Merger, the capital of the new company will increase by ¥60,020,411,412 to be around ¥128.4 billion. In the case the convertible bonds which Sumitomo Marine has issued are converted to the shares during the period from April 1, 2001, to the date immediately preceding the Merger date, the amount to be allocated to capital upon such conversion will be added to ¥60,020,411,412. | |
| VI. | Shareholders' Meeting that Approves Merger |
| Each company will convene its respective ordinary general meeting of shareholders on June 28, 2001, and ask for the resolution of the approval of the Merger Agreement and any other matter necessary for the merger. | |
| VII. | Name of Directors and Corporate Auditors to Assume the Office upon Merger |
| The following persons will assume the offices of Director and Corporate Auditor of the new company.(Positions among directors and corporate auditors will be decided separately.) |
<Directors>
| Hiroyuki Uemura (Currently President of Sumitomo Marine) |
Takeo Inokuchi (Currently Chairman, President of Mitsui Marine) |
| Mutsuo Hayashi (Currently Executive Vice President of Sumitomo Marine) |
Takashi Kawahara (Currently Executive Vice President of Mitsui Marine) |
| Sanpei Nozaki (Currently Managing Director of Sumitomo Marine) |
Shutaro Kubo (Currently Managing Director of Mitsui Marine) |
| Yoshiaki Shin (Currently Managing Director of Sumitomo Marine) |
Takazumi Kanai (Currently Managing Director of Mitsui Marine) |
| Yuji Nishiyama (Currently Managing Director of Sumitomo Marine) |
Takashi Serizawa (Currently Managing Director of Mitsui Marine) |
| Atsushi Watamura (Currently Managing Director of Sumitomo Marine) |
Kazuo Yamada (Currently Director of Mitsui Marine) |
| Ken Ebina (Currently Managing Director of Sumitomo Marine) |
Takashi Yamashita (Currently Director of Mitsui Marine) |
| Yasuo Tsutsumi (Currently Executive Officer of Sumitomo Marine) |
Susumu Uchida (Currently Director of Mitsui Marine) |
| Hiromi Asano (Currently Executive Officer of Sumitomo Marine) |
Tadao Iso (Currently Officer of Mitsui Marine) |
<Corporate Auditors>
| Satoru Ohno (Currently Senior Managing Director of Sumitomo Marine) |
Goro Gunji (Currently Corporate Auditor of Mitsui Marine) |
| Fumio Yamamoto (Currently Standing Corporate Auditor of Sumitomo Marine) |
Kazuo Tanaka (Currently Corporate Auditor of Mitsui Marine) |
| Akira Nishioka (Currently President of The Sumishin Shinko Co., Ltd.) |
Kenichi Kamiya (Currently Corporate Auditor of Mitsui Marine) |
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