Exhibit 1(a)

ARTICLES OF INCORPORATION

MITSUBISHI TOKYO FINANCIAL GROUP, Inc.

CHAPTER I. GENERAL PROVISIONS

(Trade Name)

Article 1.

The Company shall be called "Kabushiki Kaisha Mitsubishi Tokyo Financial
Group" and shall be rendered in English as "Mitsubishi Tokyo Financial Group,
Inc." (hereinafter referred to as the "Company").

(Purpose)

Article 2.

The purpose of the Company shall be to engage in the following business as a
bank holding company:

1. Administration of management of banks, trust banks, specialized
securities companies, insurance companies or other companies which the
Company may own as its subsidiaries under the Banking Law; and

2. Any other business incidental to the foregoing business mentioned in the
preceding item.

(Location of Head Office)

Article 3.

The Company shall have its head office in Chiyoda-ku, Tokyo.

(Method of Public Notice)

Article 4.

Public notices of the Company shall be given in the Nihon Keizai Shimbun
published in Tokyo.

CHAPTER II.

(Total Number of Shares Authorized to be Issued)

Article 5.

The aggregate number of shares authorized to be issued by the Company shall
be twenty-two million, four hundred and twenty-one thousand, four hundred
(22,421,400) shares, twenty-two million (22,000,000) of which being Ordinary
Shares, eighty-one thousand four hundred (81,400) of which being Class 1
Preferred Shares, one hundred thousand (100,000) of which being Class 2
Preferred Shares, one hundred and twenty thousand (120,000) of which being
Class 3 Preferred Shares, and one hundred and twenty thousand (120,000) of
which being Class 4 Preferred Shares. Provided, however, that if any number of
the shares are retired or any number of the Class 2 Preferred Shares and Class
4 Preferred Shares are converted to Ordinary Shares, such number shall
accordingly be deducted from the relevant number of Shares authorized to be
issued.

(Purchase of Own Shares)

Article 6.

The company may purchase its own ordinary shares by resolution of the Board
of Directors.

(Record Date)

Article 7.

1. The Company shall deem the shareholders (including beneficial shareholders;
the same shall apply hereinafter) whose names have been entered or recorded
in the final register of shareholders (including the register of beneficial
shareholders; the same shall apply hereinafter) as of March 31 of each year
as the shareholders entitled to exercise their rights at the ordinary
general meeting of shareholders for the relevant fiscal year.

2. In addition to the preceding paragraph, whenever necessary, the Company may,
upon giving prior public notice, fix a date as a record date and may deem
the shareholders or registered pledgees whose names have been entered or
recorded in the register of shareholders as at such date, or the fractional
shareholders whose names have been entered or recorded in the ledger of
fractional shares as at such date, as the shareholders, the registered
pledgees or the fractional shareholders entitled to exercise their rights.

(Request for Sale of Fractional Shares)

Article 8.

1. A fractional shareholder may request the Company to sell fractional shares
which shall become one (1) share if combined with the fractional shares
already held by such fractional shareholder.

2. In case of a request provided for in the preceding paragraph, the Company
may not comply with the request if the Company does not own fractional
shares to be sold to such fractional shareholder.

(Transfer Agent)

Article 9.

1. The Company shall have a transfer agent for its shares and fractional shares.

2. The transfer agent and its place of business shall be designated by
resolution of the Board of Directors, and public notice thereof shall be
given.

3. The register of shareholders, the ledger of fractional shares and the
register of loss of share certificates of the Company shall be kept at the
place of business of the transfer agent. The registration of transfer of
shares, registration of pledges on shares, entries or records in the
register of beneficial shareholders and in the register of loss of share
certificates as well as in the ledger of fractional shares, purchase of
fractional shares by the Company and sale of fractional shares by the
Company, and any other business with respect to the shares and fractional
shares shall be handled by the transfer agent and not by the Company.

(Share Handling Regulations)

Article 10.

The denomination of share certificates to be issued by the Company,
registration of transfers of shares, registration of pledges on shares, entries
or record in the register of beneficial shareholders and in the register of
loss of share certificates as well as in the ledger of fractional shares,
purchase of fractional shares by the Company and sale of fractional shares by
the Company, and any other handling with respect to the shares and fractional
shares as well as the fees therefor shall be governed by the Share Handling
Regulations established by the Board of Directors.

CHAPTER III

PREFERRED SHARES

(Preferred Dividends)

Article 11.

1. The Company shall pay dividends on Preferred Shares (hereinafter referred to
as the "Preferred Dividends") in the amount of eighty-two thousand, five
hundred (82,500) yen per share per year for Class 1 Preferred Shares and in
the amount of sixteen thousand, two hundred (16,200) yen per share per year
for Class 2 Preferred Shares, to the holders of Preferred Shares
(hereinafter referred to as the "Preferred Shareholders") or registered
pledgees in respect of Preferred Shares (hereinafter referred to as the
"Preferred Registered Pledgees"), whose names have been entered or recorded
in the final register of shareholders as of March 31 of each year, in
priority to the holders of Ordinary Shares (hereinafter referred to as the
"Ordinary Shareholders"), registered pledgees in respect of Ordinary Shares
(hereinafter referred to as the "Ordinary Registered Pledgees") or holders
of fractional Ordinary Shares (hereinafter referred to as the "Holders of
Fractional Ordinary Shares"); provided, however, that in case a whole or a
part of the Preferred Interim Dividends provided for in Article 12 hereof
has been paid in the relevant fiscal year, the amount so paid shall be
deducted accordingly from the prescribed amount of Preferred Dividends.

2. The Company shall pay the Preferred Dividends in such amount as determined
by resolution of the Board of Directors adopted on issuance of the relevant
Preferred Shares, up to two hundred and fifty thousand (250,000) yen per
share per year for Class 3 Preferred Shares and up to one hundred
twenty-five thousand (125,000) yen per share per year for Class 4 Preferred
Shares, respectively, to the Preferred Shareholders or Preferred Registered
Pledgees whose names have been entered or recorded in the final register of
shareholders as of March 31 of each year, in priority to the Ordinary
Shareholders, Ordinary Registered Pledgees or Holders of Fractional Ordinary
Shares; provided, however, that in case a whole or a part of the Preferred
Interim Dividends provided for in Article 12 of these Articles has been paid
in the relevant fiscal year, the amount so paid shall be deducted
accordingly from the prescribed amount of Preferred Dividends.

3. In a given fiscal year, if the aggregate amount paid to a Preferred
Shareholder or Preferred Registered Pledgee as dividends is less than the
prescribed amount of the relevant Preferred Dividend, the unpaid amount
shall not be carried over to nor accumulated in subsequent fiscal years.

4. The Company shall not pay to any Preferred Shareholder or Registered
Preferred Pledgee as dividends, any amount in excess of the prescribed
amount of the relevant Preferred Dividends.

(Preferred Interim Dividends)

Article 12.

1. In respect of Interim Dividends provided for in Article 37 of these Articles
(hereinafter referred to as the "Preferred Interim Dividends"), the Company
shall make a cash distribution in the amount of forty-one thousand, two
hundred fifty (41,250) yen per share for Class 1 Preferred Shares and in the
amount of eight thousand, one hundred (8,100) yen per share for Class 2
Preferred Shares to the Preferred Shareholders or Preferred Registered
Pledgees in priority to the Ordinary Shareholders, Ordinary Registered
Pledgees or Holders of Fractional Ordinary Shares.

2. In respect of Interim Dividends provided for in Article 37 of these
Articles, the Company shall pay the Preferred Interim Dividends in such
amount as determined by resolution of the Board of Directors adopted on
issuance of the relevant Preferred Shares up to one hundred twenty-five
thousand (125,000) yen per share for Class 3 Preferred Shares and up to
sixty-two thousand, five hundred (62,500) yen per share for Class 4
Preferred Shares, respectively, to the Preferred Shareholders or Preferred
Registered Pledgees in priority to the Ordinary Shareholders, Ordinary
Registered Pledgees or Holders of Fractional Ordinary Shares.

(Distribution of Residual Assets)

Article 13.

1. In respect of the distribution of residual assets, the Company shall pay to
the Preferred Shareholders or Preferred Registered Pledgees in priority to
the Ordinary Shareholders, Ordinary Registered Pledgees or Holders of
Fractional Ordinary Shares, such amount as described below:

Class 1 Preferred Shares: Three million (3,000,000) yen per share

Class 2 Preferred Shares: Two million (2,000,000) yen per share

Class 3 Preferred Shares: Two million, five hundred thousand (2,500,000) yen per share

Class 4 Preferred Shares: Two million, five hundred thousand (2,500,000) yen per share

2. The Company shall not make a distribution of residual assets other than
those provided for in the preceding paragraph to the Preferred Shareholders
or Registered Preferred Pledgees.

(Voting Rights)

Article 14.

Unless otherwise provided for by laws or regulations, the Preferred
Shareholders shall not have voting rights at any general meeting of
shareholders.

(Consolidation or Split of Preferred Shares and Subscription Rights, etc.)

Article 15.

1. Unless otherwise provided for by laws or regulations, the Company shall not
consolidate nor split any Preferred Shares.

2. The Company shall not grant the Preferred Shareholders any pre-emptive
rights to subscribe for new shares nor any pre-emptive rights to subscribe
for bonds with stock acquisition rights.

(Retirement of Preferred Shares)

Article 16.

1. The Company may, at any time, purchase Preferred Shares and retire them at
the purchase price thereof by appropriation of retained earnings
distributable to shareholders.

2. The Company may, at any time on and after January 21, 2004, redeem Class 1
Preferred Shares, in whole or in part, at three million (3,000,000) yen per
share.

3. The Company may, after issuance of the Class 3 Preferred Shares and after
the lapse of the period designated by resolution of the Board of Directors
adopted on the issuance of such Preferred Shares, redeem Class 3 Preferred
Shares, in whole or in part, at such time as determined by said resolution
of the Board of Directors and at such redemption price as deemed appropriate
giving due consideration to the prevailing market conditions.

4. The retirement of Preferred Shares pursuant to the first paragraph hereof
may be made in respect of any one or more classes of Class 1 Preferred
Shares, Class 2 Preferred Shares, Class 3 Preferred Shares and Class 4
Preferred Shares.

5. Partial redemption shall be effected by way of lot or other method.

(Conversion into Ordinary Shares)

Article 17.

1. Any holder of Class 2 Preferred Shares may request conversion of the Class 2
Preferred Shares into Ordinary Shares of the Company pursuant to the terms
provided for in Article 1 of the Supplement to these Articles.

2. Any holder of Class 4 Preferred Shares may request conversion of the Class 4
Preferred Shares into Ordinary Shares of the Company during the period in
which requests for conversion may be made as determined by a resolution of
the Board of Directors adopted on issuance of such Preferred Shares,
pursuant to the terms of conversion as designated by such resolution.

(Mandatory Conversion)

Article 18.

1. Any of the Class 2 Preferred Shares, in respect of which a request for
conversion has not been made during the period in which requests for
conversion may be made, shall be mandatorily converted on the day
immediately following the last day of such period (hereinafter referred to
as the "Mandatory Conversion Date") into such number of Ordinary Shares and
fractional Ordinary Shares as shall be obtained by dividing two million
(2,000,000) yen by the average daily closing price (including closing bids
or offered prices) of the Ordinary Shares of the Company (in regular
trading) as reported by the Tokyo Stock Exchange for the thirty (30)
consecutive trading days (excluding a trading day or days on which no
closing price or closing bid or offered price is reported) commencing on the
forty-fifth (45th) trading day prior to the Mandatory Conversion Date, and
such calculation shall be made to the second decimal place denominated in
Yen, and rounded to one decimal place when equal to or more than 0.05 yen,
disregarding amounts less than 0.05 yen. In such a case, if the relevant
average price is less than seven hundred fourteen thousand, two hundred
eighty-five (714,285) yen, the relevant Preferred Shares shall be converted
into such number of Ordinary Shares and fractional Ordinary Shares as shall
be obtained by dividing two million (2,000,000) yen by seven hundred
fourteen thousand, two hundred eighty-five (714,285) yen.

2. Any of the Class 4 Preferred Shares, in respect of which a request for
conversion has not been made during the period in which requests for
conversion may be made, shall be mandatorily converted on the Mandatory
Conversion Date into such number of Ordinary Shares and fractional Ordinary
Shares as shall be obtained by dividing the amount equivalent to the
subscription amount per Class 4 Preferred Share by the average daily closing
price (including closing bids or offered prices) of the Ordinary Shares of
the Company (in regular trading) as reported by the Tokyo Stock Exchange for
the thirty (30) consecutive trading days (excluding a trading day or days on
which no closing price or closing bid or offered price is reported)
commencing on the forty-fifth (45th) trading day prior to the Mandatory
Conversion Date, and such calculation shall be made to the second decimal
place denominated in Yen, and rounded to one decimal place when equal to or
more than 0.05 yen, disregarding amounts less than 0.05 yen. In such a case,
if the relevant average price is less than the amount equivalent to six
hundred thousand (600,000) yen or more as determined by a resolution of the
Board of Directors adopted on issuance, the relevant Preferred Shares shall
be converted into such number of Ordinary Shares and fractional Ordinary
Shares as shall be obtained by dividing the amount equivalent to the
subscription amount per Class 4 Preferred Share by such amount.

3. In the calculation of the number of Ordinary Shares provided for in the
preceding two paragraphs, if any number less than one one-hundredth (1/100)
of a share is yielded, the provisions concerning consolidation of shares as
provided for in the Commercial Code shall apply mutatis mutandis.

(Order of Priority)

Article 19.

Class 1 Preferred Shares, Class 2 Preferred Shares, Class 3 Preferred Shares
and Class 4 Preferred Shares shall rank pari passu with each other in respect
of the payment of Preferred Dividends and Preferred Interim Dividends, and the
distribution of residual assets.

(Prescription Period)

Article 20.

The provisions set forth in Article 39 of these Articles shall apply mutatis
mutandis to the payment of Preferred Dividends and Preferred Interim Dividends.

CHAPTER IV.

GENERAL MEETING OF SHAREHOLDERS

(Convocation)

Article 21.

1. An ordinary general meeting of shareholders shall be convened within three
(3) months from the last day of each fiscal year.

2. An extraordinary general meeting of shareholders shall be convened whenever
necessary.

(Chairman)

Article 22.

1. The President and Director of the Company shall act as chairman at the
general meeting of shareholders.

2. If the President and Director is unable to so act, one of the other
Directors shall act on such person's behalf in an order previously
determined by the Board of Directors.

(Method of Resolution)

Article 23.

1. Unless otherwise provided for by laws or regulations or these Articles of
Incorporation, resolutions of a general meeting of shareholders shall be
adopted by a majority vote of the shareholders present.

2. Resolutions of a general meeting of shareholders provided for in Article 343
of the Commercial Code and resolutions of a general meeting of shareholders
for which method of resolution provided for in such Article 343 shall be
applied mutatis mutandis pursuant to the Commercial Code and other laws and
regulations shall be adopted by an affirmative vote of two-thirds (2/3) or
more of the voting rights of shareholders present at the general meeting of
shareholders at which the quorum shall be one-third (1/3) or more of the
voting rights owned by all shareholders.

(Voting by Proxy)

Article 24.

1. Shareholders may exercise their voting rights at the relevant general
meeting of shareholders by appointing a proxy who shall be a shareholder of
the Company entitled to exercise voting rights at such meeting.

2. In the case of preceding paragraph, the shareholder or proxy shall submit to
the Company a document evidencing the authority to act as proxy at each
general meeting of shareholders.

(Minutes)

Article 25.

The substance of proceedings and the results of the general meetings of
shareholders shall be stated or recorded in the minutes, to which the chairman
of the meeting and the Directors present thereat shall affix their names and
seals or electronic signature.

(General Meetings of Holders of Class Shares)

Article 26.

The provisions of Articles 22, 24 and 25 of these Articles shall apply
mutatis mutandis to the general meetings of holders of class shares.

CHAPTER V.

DIRECTORS AND BOARD OF DIRECTORS

(Number of Directors and Method of Election)

Article 27.

1. The Company shall have not more than fifteen (15) Directors, who shall be
elected at a general meeting of shareholders.

2. A resolution for the election of Directors shall be adopted by a majority
vote of the shareholders present at the relevant meeting who shall hold
voting rights representing in aggregate one-third (1/3) or more of the
voting rights owned by all shareholders.

3. Resolutions for the election of Directors shall not be made by cumulative
voting.

(Term of Office)

Article 28.

The term of office of Directors shall expire at the close of the ordinary
general meeting of shareholders held in respect of the last settlement of
accounts within two (2) years after their assumption of office.

(Representative Director and Directors with Executive Power)

Article 29.

1. The Board of Directors shall, by resolution, elect Representative
Director(s) from among the Directors.

2. Representative Directors shall severally represent the Company.

3. The Board of Directors shall, by resolution, appoint the Chairman and
Director and the President and Director.

4. The Board of Directors may, by resolution, appoint several Deputy
Presidents, Senior Managing Directors and Managing Directors.

(Board of Directors)

Article 30.

1. The Board of Directors shall determine the management of the affairs of the
Company and supervise the performance of duties by Directors.

2. Unless otherwise provided for by laws and regulations, the Chairman and
Director shall convene meetings of the Board of Directors and act as
chairman thereat. If the Chairman and Director is unable to act as such, one
of the other Directors shall act on such person's behalf in an order
previously determined by the Board of Directors.

3. Notice to convene a meeting of the Board of Directors shall be given to each
Director and Corporate Auditor at least three (3) days prior to the date of
such meeting; provided, however, that in cases of emergency, such period may
be shortened.

4. Unless otherwise provided for by laws or regulations, resolutions of a
meeting of the Board of Directors shall be adopted by a majority vote of the
Directors present who shall constitute in number a majority of the Directors
of the Company.

5. The substance of proceedings and the results of meetings of the Board of
Directors shall be stated or recorded in the minutes, to which the Directors
and Corporate Auditors present thereat shall affix their names and seals or
electronic signature.

CHAPTER VI.

CORPORATE AUDITORS AND
BOARD OF CORPORATE AUDITORS

(Number of Corporate Auditors)

Article 31.

1. This Company shall have not more than six (6) Corporate Auditors, who shall
be elected at a general meeting of shareholders.

2. A resolution for the election of Corporate Auditors shall be adopted by a
majority vote of the shareholders present at the relevant meeting, who shall
hold voting rights representing in aggregate one-third (1/3) or more of the
voting rights owned by all shareholders.

(Term of Office)

Article 32.

The term of office of Corporate Auditors shall expire at the close of the
ordinary general meeting of shareholders held in respect of the last settlement
of accounts within four (4) years after their assumption of office.

(Full-time Corporate Auditors)

Article 33.

The Corporate Auditors shall appoint several full-time Corporate Auditors
from among themselves.

(Board of Corporate Auditors)

Article 34.

1. The Board of Corporate Auditors shall have the authority provided for by
laws and regulations and also shall determine matters concerning the
performance of duties by Corporate Auditors; provided, however, that the
Board of Corporate Auditors shall not prevent the Corporate Auditors from
exercising their power and authority.

2. Notice to convene a meeting of the Board of Corporate Auditors shall be
given to each Corporate Auditor at least three (3) days prior to the date of
such meeting; provided, however, that in cases of emergency, such period may
be shortened.

3. Unless otherwise provided for by laws or regulations, resolutions of a
meeting of the Board of Corporate Auditors shall be adopted by a majority
vote of the Corporate Auditors.

4. The substance of proceedings and the results of meetings of the Board of
Corporate Auditors shall be stated or recorded in the minutes, to which the
Corporate Auditors present thereat shall affix their names and seals or
electronic signatures.

CHAPTER VII.

ACCOUNTS

(Fiscal year and Settlement of Accounts)

Article 35.

The fiscal year of the Company shall commence on April 1 of each year and
end on March 31 of the following year and the accounts of each fiscal year
shall be settled as of the last day of such fiscal year.

(Dividends)

Article 36.

The Company's dividends shall be paid to the shareholders or registered
pledgees whose names have been entered or recorded in the final register of
shareholders as well as to the fractional shareholders whose names have been
entered or recorded in the final ledger of fractional shares as of March 31 of
each year.

(Interim Dividends)

Article 37.

By resolution of the Board of Directors, the Company may pay cash pursuant
to Article 293-5 of the Commercial Code (referred to as the "Interim Dividends"
in these Articles of Incorporation) to the shareholders or registered pledgees
whose names have been entered or recorded in the final register of shareholders
as well as to the fractional shareholders whose names have been entered or
recorded in the final ledger of fractional shares as of September 30 of each
year.

(Conversion of Class 2 Preferred Shares or Class 4 Preferred Shares and
Dividends)

Article 38.

Initial Dividends or Interim Dividends payable on the Ordinary Shares issued
upon conversion of Class 2 Preferred Shares or Class 4 Preferred Shares issued
by the Company shall be paid, deeming that the conversion took effect as of
April 1, if a request for conversion or mandatory conversion is made during the
period of April 1 through September 30 or as of October 1, if such request or
conversion is made during the period of October 1 through March 31 of the
following year.

(Prescription for Payment of Dividends)

Article 39.

The Company shall be released from the obligation to pay Dividends or
Interim Dividends as have not been received after the lapse of five (5) full
years from the date of commencement of payment thereof. Dividends and Interim
Dividends of the Company shall bear no interest.

SUPPLEMENT

(Terms Concerning Conversion of Class 2 Preferred Shares)

Article 1.

The terms concerning the conversion of Class 2 Preferred Shares provided for
in Paragraph 1, Article 17 of these Articles shall be as follows:

1. Period during which a request for conversion may be made:

From July 31, 2003 until July 31, 2008 inclusive. Provided, however, that
if, in accordance with Paragraph 2, Article 7 of these Articles, the Company
has fixed a date as the record date to determine the shareholders who are
entitled to exercise their voting rights at a general meeting of
shareholders, the period from the date immediately following such fixed date
until the date on which such general meeting is concluded shall be excluded.

2. Terms of conversion:

A. Initial conversion price:

The initial conversion price shall be one million, three hundred
ninety-one thousand, four hundred twenty-eight (1,391,428) yen.

B. Reset of conversion price:

The conversion price shall be reset to an amount obtained by multiplying
the current market price of the Ordinary Shares on August 1, 2003 and
thereafter on August 1 of each year until August 1, 2007 inclusive (each
hereinafter referred to as the "Reset Date"), by 1.02 (any fraction less
than one (1) yen being raised to one (1) yen) ; hereinafter referred to as
the "Current Market Price After Reset") on and after such Reset Date. The
term "current market price" above means the average daily closing price
(including closing bids or offered prices) of the Ordinary Shares of the
Company (in regular trading) as reported by the Tokyo Stock Exchange for the
thirty (30) consecutive trading-days (excluding a trading-day or days on
which no closing price or closing bid or offered price is reported)
commencing on the forty-fifth (45th) trading-day prior to such Reset Date.
The above price shall be calculated to the second decimal place denominated
in Yen and rounded up to the first decimal place when equal to or more than
0.05 yen, disregarding amounts less than 0.05 yen. In such cases, if the
relevant Current Market Price After Reset is above the initial conversion
price, the conversion price after reset shall be the initial conversion
price (hereinafter referred to as the "Conversion Ceiling Price", which
shall be subject to adjustment as set forth in subparagraph C below), and if
the relevant Current Market Price After Reset is below seven hundred
fourteen thousand, two hundred eighty-five (714,285) yen, the conversion
price after reset shall be seven hundred fourteen thousand, two hundred
eighty-five (714,285) yen (hereinafter referred to as the "Conversion Floor
Price", which shall be subject to adjustment as set forth in subparagraph C
below). If any of the events of the adjustment of the conversion price as
set forth in subparagraph C below occurs during the above forty-five (45)
trading-day period, the average price above shall be adjusted in the same
way as in subparagraph C below.

C. Adjustment of conversion price:

a. After issuance of the Preferred Shares, if any of the following
events occurs, the conversion price (including the Conversion Ceiling
Price and the Conversion Floor Price) shall be adjusted by the
following formula (hereinafter referred to as the "Conversion Price
Adjustment Formula"), and the conversion price after adjustment shall
become effective on and after the dates set forth in each of the
following items; provided, however, if the conversion price
calculated by the Conversion Price Adjustment Formula is less than
one hundred thousand (100,000) yen, the conversion price after
adjustment shall be one hundred thousand (100,000) yen.

Number of + Number of newly X Subscription amount per share
issued Ordinary issued Ordinary
Shares Shares
Conversion price Conversion price --------------------------------------
after adjustment = before adjustment X Current market price per share
---------------------------------------------------
Number of issued Number of newly issued Ordinary
Ordinary Shares + Shares

(1) In case the Company issues Ordinary Shares for consideration of a
subscription amount less than the current market price per share
to be applied to the Conversion Price Adjustment Formula:

The conversion price after adjustment shall become effective
as from the date immediately following the payment date for the
issue of such Ordinary Shares or as from the date immediately
following the date, if prescribed, on which the shareholders are
entitled to the exchange of such Ordinary Shares.

(2) In case the Company issues Ordinary Shares by way of stock split:

The conversion price after adjustment shall become effective
as from the date immediately following the date, on which the
shareholders are entitled to the exchange of such Ordinary Shares
to be issued by way of stock split.

Provided, however, if the Board of Directors of the Company
determines that the stock split and issue of the Ordinary Shares
thereby shall be effected by a transfer of distributable retained
earnings to capital, and the date prescribed for the exchange of
such Ordinary Shares to shareholders falls on or prior to the
date of the close of the relevant ordinary general meeting of
shareholders at which the required transfer of distributable
retained earnings to capital is to be approved, the conversion
price after adjustment shall become effective as from the date
immediately following the date on which the ordinary general
meeting of shareholders approving such transfer is concluded.

(3) In case the Company issues securities entitling the holders
thereof to exercise the conversion of such securities into
Ordinary Shares or stock acquisition rights for new Ordinary
Shares at a price less than the current market price per share to
be applied to the Conversion Price Adjustment Formula:

The conversion price after adjustment shall become effective
as from the date immediately following the date of issue of such
securities or as from the date immediately following the date, if
prescribed, on which the shareholders are entitled to the
exchange of such securities, on the assumption that all such
securities are converted or all the subscription rights entitled
by such securities are exercised on the date of issue of such
securities or at the close of such date prescribed on which the
shareholders are entitled to the exchange of such securities.

b. In addition to the situations set forth in clause a above, if an
adjustment of the conversion price (including the Conversion Ceiling
Price and Conversion Floor Price) is required by virtue of any
amalgamation or merger, capital decrease or consolidation of Ordinary
Shares, etc., the conversion price shall be adjusted to such price as
the Board of Directors of the Company determines appropriate.

c. The "current market price per share" in the Conversion Price
Adjustment Formula means the average daily closing price (including
the closing bid or offered price) of the Ordinary Shares of the
Company (in regular trading) as reported by the Tokyo Stock Exchange
for the thirty (30) consecutive trading-days (excluding a trading-day
or days on which no closing price or closing bid or offered price is
reported) commencing on the forty-fifth (45th) trading-day prior to
the date

on which the conversion price after adjustment becomes effective (or,
in the case referred to in the proviso of sub-clause C.a(2) above,
the date prescribed for the exchange of Ordinary Shares to
shareholders). The above price shall be calculated to the second
decimal place denominated in Yen and rounded up to the first decimal
place when equal to or more than 0.05 yen, disregarding amounts less
than 0.05 yen. If any of the events of adjustment of conversion price
as set forth in clause C.a or b above occurs during the above
forty-five (45) trading-day period, the conversion price after
adjustment shall be adjusted in the same way as in clause C.a or b
above.

d. The "conversion price before adjustment" in the Conversion Price
Adjustment Formula means the conversion price effective as of the
date immediately preceding the date on which the conversion price
after adjustment becomes effective. The "number of issued Ordinary
Shares" in the Conversion Price Adjustment Formula means the number
of Ordinary Shares of the Company issued and outstanding on the date,
if prescribed, on which the shareholders are entitled to the
exchange, or if such date is not prescribed, on the date one calendar
month prior to the date on which the conversion price after
adjustment is to become effective.

e. The "subscription amount per share" in the Conversion Price
Adjustment Formula means, in case of sub-clause C.a(1) above, such
subscription amount (in case payment thereof is made by any assets
other than cash, the fair value of the relevant assets), in case of
sub-clause C.a(2) above, zero yen, and in case of sub-clause C.a(3)
above, the relevant conversion price or exercise price of such stock
acquisition rights, respectively.

f. The "number of newly issued Ordinary Shares" in the Conversion Price
Adjustment Formula means in cases of sub-clauses C.a(1) and (2), the
number of Ordinary Shares issued in each case, and in case of
sub-clause C.a(3), the number of Ordinary Shares deemed to be issued
in such case.

g. Calculations using the Conversion Price Adjustment Formula shall be
made to the second decimal place denominated in Yen and rounded up to
the first decimal place when equal to or more than 0.05 yen,
disregarding amounts less than 0.05 yen.

h. In case a differential between the conversion price after adjustment
calculated by the Conversion Price Adjustment Formula and the
conversion price before adjustment is less than one thousand (1,000)
yen, no adjustment shall be made; provided, however, that in case any
event occurs thereafter that would require adjustment of the
conversion price and calculation of conversion price need be made,
the conversion price before adjustment minus such differential shall
be applied to the conversion price before adjustment in the
Conversion Price Adjustment Formula.

D. Number of Ordinary Shares to be issued upon conversion:

The number of Ordinary Shares to be issued upon conversion of the
Preferred Shares shall be determined in accordance with the following
formula:

Number of Preferred
Number of Ordinary = Shares delivered for
Shares to be issued conversion by X Two million (2,000,000) yen
upon conversion Preferred Shareholders
-----------------------------------
Conversion price

In the calculation of the number of Ordinary Shares to be issued upon
conversion, any fraction equivalent to the integral multiple of one
one-hundredth of a share shall be entered or recorded in the ledger of
fractional shares, and any fraction less than one one-hundredth of a
share shall be raised to one one-hundredth.

- End -

Date of Establishment

April 2, 2001

Date of Amendment

June 27, 2002
June 27, 2003
June 29, 2004