| 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. |
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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. 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 IV. Merger Ratio The merger ratio will be Mitsui Marine 1.00 : Sumitomo Marine
1.09. V. Capital Amount to be Increased Upon completion of the Merger, the capital of the new company will increase by 60,020,411,412 yen to be around 128.4 yen 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 yen. 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.)
<Corporate Auditors>
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