The Board of Directors of Millea Holdings, Inc. ("Millea Holdings") resolved today to make the following proposal at the 3rd ordinary general meeting of shareholders to be held on June 28, 2005. The proposal is to issue stock acquisition rights pursuant to a stock option scheme under a stock-linked compensation plan, to be established in accordance with Articles 280-20 and 280-21 of the Commercial Code, to its directors and corporate auditors and to the directors and corporate auditors of its wholly-owned subsidiaries, Tokio Marine & Nichido Fire Insurance Co., Ltd. and Tokio Marine & Nichido Life Insurance Co., Ltd. (collectively referred to as the "Directors and Corporate Auditors")

The purpose of the issuance of stock acquisition rights with especially favorable terms and the particulars of the issuance are as follows:


1. Purpose of the issuance of stock acquisition rights with especially favorable terms

Millea Holdings intends to strengthen the link between the compensation of the Directors and Corporate Auditors and Millea Holdings' share price and business results by aligning the Directors' and Corporate Auditors' exposure to Millea Holdings' share price with those of its shareholders. Millea Holdings intends to issue the stock acquisition rights to the Directors and Corporate Auditors without any monetary consideration payable by the Directors and Corporate Auditors. The exercise price of the stock acquisition rights shall be one (1) yen per share.

Millea Holdings, Tokio Marine & Nichido Fire Insurance Co., Ltd., and Tokio Marine & Nichido Life Insurance Co., Ltd. intend to terminate the existing retirement allowance plans covering the Directors and Corporate Auditors. Millea Holdings plans to issue similar stock acquisition rights each year to the Directors and Corporate Auditors holding office as of that time, subject to approval by a general meeting of Millea Holdings' shareholders.


2. Particulars of the issuance of the stock acquisition rights

(1) Class and number of shares to be issued upon exercise of the stock acquisition rights 
      
       A maximum of 320 shares of Millea Holdings' common stock.

       The maximum number of common shares to be issued upon exercise of the stock 
       acquisition rights, in connection with any adjustments made pursuant to clause (2) 
       below, is subject to the following adjustments: 

            The maximum number of common shares to be issued upon exercise of the 
            stock acquisition rights shall be adjusted to the number calculated by multiplying 
            the number of stock acquisition rights with the Adjusted Exercise Ratio (as 
            defined below).

(2) Total number of stock acquisition rights 
  
      A maximum of 320 stock acquisition rights.

      The number of shares to be issued upon exercise of the stock acquisition rights shall 
      be one (1) share (the "Exercise Ratio") of Millea Holdings common stock.

      However, if Millea Holdings (i) conducts a stock split or stock consolidation of its 
      common shares after the date of the issuance of stock acquisition rights, the 
      number of common shares to be issued upon exercise of such stock acquisition 
      rights shall be adjusted to take into account the ratio of the stock split or the stock   
      consolidation or (ii) merges, performs a corporate split, decreases its capital or
      takes other similar action, Millea Holdings shall adjust the number of shares to be 
      issued upon exercise of such stock acquisition rights as deemed appropriate (each 
      such ratio an "Adjusted Exercise Ratio").



(3) Issue price of stock acquisition rights
      The stock acquisition rights shall be issued without receipt of monetary consideration 
      by Millea Holdings.

(4) Amount to be paid upon exercise of stock acquisition rights 
     The amount payable to Millea Holdings upon exercise of the stock acquisition rights   
     shall be determined by multiplying one (1) yen, the per-share exercise price, by the 
     number of common shares to be issued upon exercise of the stock acquisition rights. 

(5) Exercise period of stock acquisition rights
     The exercise period of the stock acquisition rights shall be determined by the Board 
     of Directors of Millea Holdings to begin not earlier than July 1, 2005 and end not later 
     than June 30, 2035. 

(6) Additional conditions for the exercise of the stock acquisition rights 
     
     a. Any Director or Corporate Auditor may exercise his/her stock acquisition rights 
     that he/she holds only after he/she has retired from any position that he/she holds 
     as a director or corporate auditor of any of Millea Holdings, Tokio Marine & Nichido 
     Fire Insurance Co., Ltd. or Tokio Marine & Nichido Life Insurance Co., Ltd. 

     b. A partial exercise of any single stock acquisition right shall not be allowed. 

     c. Other additional conditions for the exercise of stock acquisition rights shall be 
     determined by the Board of Directors of Millea Holdings.

(7) Redemption of stock acquisition rights
     Millea Holdings may, at any time, redeem stock acquisition rights acquired and held 
     by Millea Holdings, without paying any compensation.

(8) Restriction on the transfer of stock acquisition rights
     Any transfer of the stock acquisition rights requires the approval of the Board of    
     Directors of Millea Holdings.

(Note)
Specifics of the issuance and the allotment of stock acquisition rights will be determined by the Board of Directors to be held after the 3rd ordinary general meeting of shareholders on June 28, 2005, and are subject to approval of the above proposal by the said general meeting of shareholders.