CHAPTER IV. DIRECTORS AND BOARD OF DIRECTORS



(Number of Directors)



Article 20. The number of Directors of the Company (excluding Directors who are Audit and

Supervisory Committee Members) shall not exceed fifteen (15).



2. The number of Directors who are Audit and Supervisory Committee Members shall

not exceed five (5).



(Election of Directors)



Article 21. Directors shall be elected at the General Meetings of Shareholders by

distinguishing Directors who are Audit and Supervisory Committee Members and

other Directors.



2. Resolutions for the election of Directors shall be adopted by a majority of voting

rights of shareholders in attendance who must hold in the aggregate one-third (1/3)

or more of the total number of voting rights of shareholders entitled to exercise

voting rights.



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



(Term of Office of Directors)



Article 22. The term of office of a Director (excluding Directors who are Audit and

Supervisory Committee Members) shall expire upon conclusion of the Annual

General Meeting of Shareholders held with respect to the last business year ending

within one (1) year from his/her election to office.



2. The term of office of a Director who is an Audit and Supervisory Committee

Member shall expire upon conclusion of the Annual General Meeting of

Shareholders held with respect to the last business year ending within two (2) years

from his/her election to office.



3. The term of office of a Director who is an Audit and Supervisory Committee

Member and elected to fill a vacancy caused by retirement of a Director who is an

Audit and Supervisory Committee Member prior to the expiry of his/her term of

office shall be the same as the remaining term of office of the retired Director who

is an Audit and Supervisory Committee Member.



(Representative Directors and Executive Directors)



Article 23. The Board of Directors shall appoint by resolution Representative Directors from

among the Directors (excluding Directors who are Audit and Supervisory

Committee Members).



2. The Board of Directors shall appoint one (1) President and Director, and may

appoint one (1) Chairperson and Director, and one or more Executive Vice

Presidents and Directors from among the Directors (excluding Directors who are

Audit and Supervisory Committee Members) by resolution.



(Convocator and Chairperson of Board of Directors)



Article 24. The President and Director shall convene the meetings of the Board of Directors

and act as the chairperson thereof, unless otherwise provided by laws and

regulations.



2. In the event that the President and Director is unable to act, another Director,

determined in accordance with an order of succession previously determined by

resolution of the Board of Directors, shall convene the meeting of the Board of

Directors and act as the chairperson thereof.



(Notice of Convocation of the Board of Directors)



Article 25. Notice of convocation of a meeting of the Board of Directors shall be sent to each

Director at least three (3) days prior to the meeting; provided, however, that in the

event of urgency, such period may be shortened.



2. When the consent of all Directors is obtained, a meeting of the Board of Directors

may be held without following the procedures for convening a meeting.



(Resolutions of the Board of Directors)



Article 26. Resolutions of the Board of Directors shall be adopted by a majority vote of the

Directors present, who constitute in number more than half the total number of

Directors entitled to vote for the resolutions.



2. When requirements provided for in Article 370 of the Corporation Law are

satisfied, resolutions of the Board of Directors shall be deemed to have been

adopted.



(Delegation of Decisions of Execution of Important Operations)



Article 27. Pursuant to Article 399-13, Paragraph 6 of the Corporation Law, the Company may

delegate all or part of decisions of execution of important operations (excluding

matters listed in items of Article 399-13, Paragraph 5 of the Corporation Law) to

Directors.



(Minutes of the Board of Directors)



Article 28. The substance of the proceedings at a meeting of the Board of Directors, the results

thereof and the other matters provided by laws and regulations shall be entered or

recorded in the minutes, and the Directors present shall inscribe their names and

affix their seals thereon or put their electronic signatures thereon.



(Board of Directors Regulations)



Article 29. The matters concerning the Board of Directors shall be governed by, in addition to

laws and regulations or these Articles of Incorporation, the Board of Directors

Regulations established by the Board of Directors.



(Compensation etc. to Directors)



Article 30. The amounts of compensation, etc., payable to Directors shall be determined by

resolution of the General Meeting of Shareholders by distinguishing Directors who

are Audit and Supervisory Committee Members and other Directors.

(Executive Advisers and Corporate Advisers)



Article 31. The Company may have one or more Executive Advisers and Corporate Advisers,

as necessary.



2. Election and compensation of, and the other matters regarding the Executive

Advisers and Corporate Advisers shall be determined by the Board of Directors.



(Agreement on Limitation of Liabilities of Outside Directors)



Article 32. Pursuant to Article 427, Paragraph 1 of the Corporation Law, the Company may

enter into an agreement with Outside Directors which limits their liabilities

specified by Article 423, Paragraph 1 of the Corporation Law; provided, however,

that the limitation of liabilities based on the agreement shall be the amount

provided by laws and regulations.