Chapter 1 General Provisions

Article 1. The objective of this Law is to dispose in a proper manner the losses arising to financial institutions from the special disposition of the war indemnities, to secure the stabilization of national livelihood and to promote the speedy reconstruction and reorganization of financial institutions, thereby assuring the stability of post-war economy and the sound development thereof.

Article 2. In this Law, "financial institutions," "designated hour" and "deposits" shall mean "financial institutions," "designated hour" and "deposits" as defined in the Law regarding the Emergency Measures for the Accounts of Financial Institutions. In this Law, "new account" and "old account" shall refer to the new account and old account created pursuant to the provisions of Article 1, Paragraph 1 of the Law regarding the Emergency Measures for the Accounts of Financial Institutions. In this Law, "Economic Reconstruction and Reorganization Committee" shall refer to the Economic Reconstruction and Reorganization Committee prescribed in the Law regarding the Reconstruction and Reorganization of Enterprises.

Article 3. The assets and liabilities of the old account of financial institutions shall be liquidated as prescribed in the Law regarding the Emergency Measures for the Accounts of Financial Institutions and in this Law.

Chapter 2 Investigation of Assets and Liabilities

Article 4. Creditors (hereinafter including successors thereof) against financial institutions on liabilities of the old account thereof at the designated hour, prescribed by Imperial Ordinance shall report their claims to the financial institution concerned before the day designated by the competent Minister, as provided for by ordinance. If a creditor prescribed in the preceding paragraph does not report his claim within the period prescribed in the preceding paragraph, such claim shall be excluded from the liquidation of the old account. Creditors who are known to exist on the day prescribed in Paragraph 1 shall not be excluded from the liquidation of the old account.

Article 5. In case there are claims to which there exist objections or which are otherwise indefinite among the liabilities of the old account of a financial institution or the liabilities of the new account thereof at the designated hour, the financial institution shall liquidate the old account entering the amount prescribed by Ordinance as the provisional definite amount until the definite standard of appraisal prescribed in Article 7 is decided, excepting when it has been decided.

Article 6. Financial institutions shall prepare and submit to the competent Minister, as prescribed by Ordinance, before the day designated by the competent Minister, an inventory and a balance sheet of the new and old account, and a detailed statement of assets and liabilities thereof, separately as of the designated hour.

Chapter 3 Appraisal of Assets and Liabilities

Article 7. A standard of appraisal shall be set up regarding the assets and liabilities belonging to the old account of financial institutions and assets and liabilities belonging to the new account thereof as of the designated hour, excluding those prescribed by Ordinance. The standard of appraisal stipulated in the preceding paragraph shall be of two kinds, namely the provisional standard of appraisal and the definite standard of appraisal, which the competent Minister shall prescribe by Ordinance with the concurrence of the Economic Reconstruction and Reorganization Committee. The competent Minister shall make a public notification of the provisional standard of appraisal or the definite standard of appraisal when he has prescribed it.

Article 8. Financial institutions shall appraise the assets and liabilities belonging to the new account as of the designated hour and the assets and liabilities belonging to the old account as of the hour designated by the competent Minister, at such hour designated by the Minister of Finance according to the provisional standard of appraisal, as prescribed by Ordinance. This appraisal of assets and liabilities shall be made according to the definite standard of appraisal if the definite standard of appraisal thereof has been determined. When appraisal has been carried out according to the preceding, paragraph, financial institutions shall prepare and submit to the competent Miniser, as prescribed by Ordinance, before the day designated by the competent Minister, an inventory and a balance sheet of the assets and liabilities stipulated in the preceding paragraph, separately for the new and old account, and a profit and loss statement for the old account.

Article 9. Assets and liabilities of the old account and assets and liabilities of the new account as of the designated hour of which the appraisal was not made according to the definite standard of appraisal by the end of the month in which such standard has been determined after the reappraisal according to Paragraph 1 of the preceding Article shall be appraised by financial institutions according to the difinite standard of appraisal at the end of the month in which such standard was determined.

Article 10. If a profit or loss on the assets or liabilities arises from the appraisal of assets and liabilities of the new account at the designated hour pursuant to the provisions of Paragraph 1 of Article 8 or the preceding Article, the amount equivalent to such profit from appraisal shall be a debit on the new account against the old account and the amount equivalent to such loss from appraisal shall be a credit on the new account against the old account. In the case of the preceding paragraph, financial institutions shall enter on the accounts of the old account the amount equivalent to the debit on the new account against the old account, as a profit from appraisal, or the amount equivalent to the credit on the new account against the old account, as a loss from appraisal.

Article 11. If a profit or loss arises from appraisal of the assets and liabilities of the old account pursuant to the provisions of Article 8, Paragraph 1 or Article 9, the financial institutions shall enter such profit, or loss, if any, on the accounts as a profit or loss from appraisal of the old account.

Chapter 4 Transfer of Assets and Liabilities of the Old Account

Article 12. Financial institutions may from time to time transfer the assets and the liabilities without preference of the old account as prescribed in this Chapter, excepting in cases prescribed in Chapter 5. "Liabilities without preference" stipulated in the preceding paragraph shall refer to liabilities (including liabilities regarding legal insurance reserves and payment reserves) of the old account other than those designated by the competent Minister (hereafter called "designated liabilities." )

Article 13. In case the amount in item 1 below exceeds the amount in item 2 below and the ratio of such excessive amount to the amount of liabilities without preference is larger than the ratio designated by the competent Minister, even before the appraisal is made pursuant to the provisions of Article 8, Paragraph 1, the financial institutions may transfer the liabilities without preference from the old account to the new account within the limits of the above excessive amount, with the written approval of the competent Minister as prescribed by Ordinance. 1. The balance of total assets of the old account after deducting the amount of assets of the old account designated by the competent Minister. 2. The sum total of the amount equal to 10 per cent of the amount of capital stock (hereinafter including amount of foundation funds and reserves stipulated in Article 65 of the Insurance Business Law the amount of designated liabilities), and the debit of the old account against the new account, if any. When the approval of the competent Minister has been obtained pursuant to the provisions of the preceding paragraph, the liabilities without preference concerning which the approval was granted shall be transferred to the new account at the hour designated by the competent Minister when the approval was granted. The amount equivalent to the amount of liabilities without preference which have been transferred from the old account to the new account pursuant to the provisions of Paragraph 1 shall be debited on the old account against the new account. The financial institutions shall make public notification, without delay, as prescribed by Ordinance when the Minister of Finance has granted his approval pursuant to the provisions of Paragraph 1.

Article 14. When, as a result of the appraisal effected according to the provisions of Article 8, Paragraph 1 or Article 9, the amount stipulated in item 1 below exceeds the amount stipulated in item 2 below, and when the ratio of said excessive amount to the amount of liabilities without preference is in excess of the ratio designated by the competent Minister, the financial institutions must, as prescribed by Ordinance, obtain the written approval of the competent Minister to transfer the liabilities without preference from the old account to the new account within the limits of such excessive amount, and debit such amount on the old account against the new account. 1. The sum total of the appraised amount (the appraised amount shall be the amount appraised according to the definite standard of appraisal, in cases where such standard has been determined, or the amount obatined by multiplying by the rate designated by the competent Minister the amount appraised according to the provisional standard of appraisal, in other cases where such standard has been determined) of the assets belonging to the old account (excluding the credit, if any, on the old account against the new account) and the credit, if any, on the old account against the new account. 2. The amount stipulated in Paragraph 1, item 2 of the preceding Article. The provisions of Paragraphs 2 to 4 inclusive, of the preceding Article shall apply to the case stipulated in the preceding paragraph.

Article 15. When, as a result of the appraisal effected according to the provisions of Article 8, Paragraph 1 or Article 9, the amount stipulated in Paragraph 1, item 1 of the preceding Article shall exceed the amount stipulated in Paragraph 1, item 2 of said Article (including any indebtedness pursuant to the provisions of Article 42, Paragraph 2 or any indebtedness incurred previously pursuant to the provisions of Paragraph 2 of this Article), and when the ratio of said excessive amount to the amount of liabilities without preference is in excess of the ratio designated by the competent Minister, the financial institution which has transferred the whole or a part of its business or its business or its insurance contracts in the new account to another financial institution pursuant to the provisions of Article 40, Paragraph 1 or Article 41, Paragraph 1 (hereinafter called "old financial institution" ) may, as prescribed by Ordinance, transfer the liabilities without preference to the financial institution to which the whole or a part of the business or insurance contracts was transferred from the old financial institution (hereinafter called "new financial institution" ) within the limits of the above excessive amount with the written approval of the competent Minister, notwithstanding the provisions of the preceding Article;provided that the prior concurrence of the new financial institution shall be obtained. In such case as stipulated in the preceding paragraph, the old financial institution shall be indebted to the new financial institution in the amount equivalent to the amount of liabilities without preference transferred. The provisions of Article 1 of the Law regarding the Special Exceptions to the Banking Law shall apply to creditors of liabilities without preference which have been transferred pursuant to the provisions of Paragraph 1.

Article 16. In cases where the old account is indebted to the new account, the assets of the old account appraised according to the definite standard of appraisal pursuant to the provision of Article 8, Paragraph 1 or Article 9 shall as prescribed by Ordinance, be transferred by the financial institutions from the old account to the new account at the appraised amount within the amount of the debit of the old account against the new account and such debit shall be deleted to that extent. In case of transferring an asset prescribed by Ordinance appraised according to the definite standard of appraisal from the old account to the new account pursuant to the provisions of the preceding paragraph, the financial institution shall obtain the prior approval of the competent Minister.

Article 17. In cases where the old financial institution has become indebted to the new financial institution pursuant to the provisions of Article 15, Paragraph 2 or Article 42, Paragraph 2, the old financial institution shall be obliged to repay its indebtedness to the new financial institution with the cash (including checks) belonging to the old account, as prescribed by Ordinance, pursuant to the provisions of Article 9, Paragraph 1 of the Law regarding Emergency Measures for Accounts of Financial Institutions, notwithstanding the provisions of Article 10 of said Law. In cases where the old financial institution has become indebted to the new financial institution pursuant to the provisions of Article 15, Paragraph 2 or Article 42, Paragraph 2, the old financial institutions may repay its indebtedness to the new financial institution with the assets of the old account of which the definite standard of appraisal has been determined pursuant to the provisions of Article 8, Paragraph 1 or Article 9 within the amount of such indebtedness, as provided for by Ordinance, notwithstanding the provisions of Article 16 of the Law regarding the Emergency Measures for Accounts of Financial Institutions or the preceding Article, except where provided for in the preceding paragraph. Provided that the prior concurrence of the new financial institution shall be obtained. In the cases stipulated in the preceding two paragraphs, the new financial institution may receive repayment or its claims, notwithstanding the provisions of Article 17 of the Law regarding the Emergency Measures for the Accounts of Financial Institutions.

Chapter 5 Final Disposition of the Old Account

Article 18. The financial institutions shall make the final disposition of the old account, as prescribed in this Chapter, in cases coming under either of the following items: 1. In case the amount in sub-item (1) below exceeds the amount in sub-item (2) below at the hour designated by the competent Minister pursuant to the provisions of Article 8, Paragraph 1, as a result of the appraisal stipulated in said paragraph, and such excessive amount exceeds the amount obtained by multiplying the total amount of assets of the old account by a ratio determined by the competent Minister. (1) The sum total of the profit from appraisal on the old account stipulated in Article 8, Paragraph 1 and other profits and reserves (hereinafter including special reserves and all other reserves irrespective of what they are called excluding reserves stipulated in Article 65 of the Insurance Business Law). (2) The sum total of the loss from appraisal on the old account stipulated in Article 8, Paragraph 1 and other losses and carried-over losses. 2. In case the definite standard of appraisal has been determined for the assets and liabilities of the old account and the assets and liabilities at the designated hour of the new account prescribed by Ordinance.

Article 19. In a case coming under item 1 of the preceding Article where the sum total of the amount of profit from appraisal on the old account stipulated in Article 8, Paragraph 1 and other profirs (hereafter called "provisional profit" ) exceeds the amount in item 1, sub-item (2) of the preceding Article (hereafter called "provisional loss" ), the financial institution shall complete the final disposition of the old account with the written approval of the competent Minister, as provided for by Ordinance. If, in this case, the provisional profit is larger than the provisional loss, such excessive amount shall be set aside as a special reserve of the old account.

Article 20. In a case coming under item 1 of Article 18 where the provisional profit is less than the provisional loss, the financial institution shall absorb this provisional loss in the order prescribed in the following items: 1. The full amount of the provisional profit shall be appropriated to absorb the provisional loss: 2. The remaining loss shall be successively absorbed in the following order:the reserves of the old account, the special reserves (hereinafter referring to the special reserves stipulated in the Law regarding the Emergency Measures for the Account of Financial Institutions and in this Law), voluntary reserves other than reserves for retirement allowances, reserves for retirement allowances and reserves prescribed in other Laws and Ordinances (excluding those prescribed in the Law regarding the Emergency Measures for Accounts of Financial Institutions). In case there are two or more different kinds of reserves which are of the same priority in item 2 of the preceding paragraph, they shall be appropriated at an equal rate to absorb the losses. In case the provisional loss has been absorbed pursuant to the provisions of the preceding two paragraphs, the financial institutions shall complete the final disposition of the old account with the written approval of the competent Minister.

Article 21. In cases coming under Article 18, item 2, the financial institution shall prepare and submit, as prescribed by Ordinance, to the competent Minister before the date designated by the competent Minister an inventory, a balance sheet for each account separately and a profit and loss statement for the old account of the assets and liabilities of the old account at the end of the month in which falls the day prescribed in Article 18, item 2 and the assets and liabilities at the designated hour of the new account.

Article 22. The financial institution, when preparing the inventory, the balance sheet and the profit and loss statement pursuant to the provisions of the preceding Article, shall, as prescribed by Ordinance, enter the necessary expenses for the final disposition of the old account as a fund earmarked for final disposition expenses.

Article 23. In any case coming under any of the following items at the end of the month prescribed in Article 21, the financial institution shall complete the final disposition of the old account, with the written approval of the competent Minister as prescribed by Ordinance. 1. In case there is no final profit (hereinafter referring to the sum total of the profit from appraisal prescribed in Article 10 Paragraph 2 and Article 11 and other profits of the old account) or final loss (hereinafter referring to the loss from appraisal prescribed in Article 10, Paragraph 2 and Article 11 carried over losses and other losses of the old account); 2. In cash there are both a final profit and a final loss and they are of equal amount; 3. In case there is a final profit but no final loss; 4. In case there are both a final profit and a final loss and the final profit is larger than the final loss. In case of item 3 of the preceding paragraph, the amount of the final profit shall be entered as a special reserve of the old account, and in case of paragraph item 4, the amount of the final profit in excess of the final loss shall be entered as a special reserve of the old account.

Article 24. If at the end of the month prescribed in Article 21, there is a final loss but no final profit in the old account or there are both a final profit and a final loss and the amount of the final loss is larger than that of the final profit, the amount of final loss to be liquidated and absorbed shall be calculated by the financial institutions in the order of the following items: 1. The total amount of the final profit shall be appropriated to absorb the final loss; 2. If there be no final profit, the reserves of the old account shall be appropriated to absorb the whole of the final loss as if there be any balance left out of the final loss after absorption pursuant to the preceding item, the reserves of the old account shall be appropriated to absorb the balance of the final loss; 3. If there be any balance leftout of the final loss after absorption pursuant to the preceding item, the final loss shall be absorbed, so far as any loss remains, up to 90 per cent of the amount of the capital in the old account by the stockholders (hereinafter including those who contributed funds); 4. If there be any balance left out of the final loss after absorption pursuant to the preceding item, the final loss shall be absorbed, so far as any loss remains, out of the liabilities without preference (hereafter to Article 25 inclusive referring to those including such transferred from the old account to the new account or new financial institution pursuant to the provisions of Article 13, Paragraph 1, Article 14, Paragraph 1 or Article 15, Paragraph 1 and excluding such prescribed by Ordinance) up to 70 per cent of the amount of deposits of juridical persons (hereinafter including unincorporated associations or foundations) in excess of 5,000,000 yen per account, by the depositors of such deposits; 5. If there be any balance left out of the final loss after absorption pursuant to the preceding item, the final loss shall be absorbed, so far as any loss remains, out of the liabilities without preference up to 50 percent of the amount of deposits of juridical persons in excess of 1,000,000 yen but not more than 5,000,000 yen per account, by the depositors of such deposits; 6. If there be any balance left out of the final loss after absorption pursuant to the preceding item, the final loss shall be absorbed, so far as any loss remains, out of the liabiliiies without preference up to 30 per cent of the amount of deposits of juridical persons in excess of 100,000 yen but not more than 1,000,000 yen per account, by the depositors of such deposits; 7. If there be any balance left out of the final loss after absorption pursuant to the previous item, the final loss shall be absorbed, so far as any loss remains, out of the liabilities without preference up to 70 per cent of the deposits of juridical persons which remain pursuant to the preceding three items and the other liabilities without preference, by such depositors or creditors of such liabilities; 8. If there be any balance left out of the final loss after absorption pursuant to the preceding item, the final loss shall be absorbed, so far as any loss remains, up to the balance of capital remaining after application of item 3 by the stock-holders; 9. If there be any balance left out of the final loss after absorption pursuant to the preceding item, the final loss shall be absorbed, so far as any loss remains, up to the balance of the liabilities without preference remaining after application of the provisions of item 7, by the creditors of such liabilities; 10. If there be any balance left out of the final loss after absorption pursuant to the preceding item, the final loss shall be absorbed, so far as any loss remains, by the creditors of designated liabilities, in the order prescribed by Ordinance (excepting these stipulated by Ordinance). The amount to be borne by each stockholder in item 3 or item 8 of the preceding paragraph shall be on a equal basis according to the amount of stock (hereinafter including investment and contribution funds). The same shall apply when the financial institution has issued several kinds of stock.

Article 25. In order to dispose of the amount of final loss to be liquidated and absorbed as calculated according to the provisions of the preceding Article, the financial institution shall take the steps prescribed in the following items; 1. In the case of Paragraph 1, item 1 of the preceding Article, the amount of final profit shall be deducted from the amount of final loss; 2. In the case of Paragraph 1, item 2 of the precednig Article, the amount of reserves of the old account shall be appropriated to absorb the final loss in the order of (1) the special reserves, (2) voluntary reserves other than those for retirement allowances, (3) voluntary reserves for retirement allowances and (4) reserves prescribed by other Laws and Ordinances excluding the Law regarding the Emergency Measures for Accounts of Financial Institutions. 3. In the case of Paragraph 1, items 3 to 8 inclusive of the preceding Article, the capital shall be reduced in the amount which is the sum total of the amount of losses to be borne by the stockholders pursuant to the provisions of Paragraph 1, item 3 or 8 of the same Article, subsequent to taking the steps prescribed in the item 2, after calling in the unpaid in capital as provided for by Ordinance, in case of where there is capital not paid in and immediately in case all the capital is paid in, excepting the casesprescribed in Article 26. The provisions of Article 20, Paragraph 2, shall apply in cases coming under item 2 of the preceding paragraph. In the case coming under Paragraph 1, items 4 to 10 inclusive of the preceding Article the creditors of the liabilities without preference or the designated liabilities shall lose their claims on the day the segregation of the new and old accounts is abolished, in the amount necessary for such creditors to absorb the final loss pursuant to the provisions of each of the above items. In the case coming under the preceding paragraph, the face value of the insurance policy (hereinafter including annuity) corresponding to the legal insurance reserves or payment reserves belonging to the old account of the insurance companies, the Central Life Insurance Corporation and the Central Non-Life Insurance Corporation shall be reduced at the same rate as the claims on the legal insurance reserves or payment reserves are reduced, on the day the segregation of the new and old accounts is abolished. Special provisions may be prescribed by Imperial Ordinance, notwithstanding other Laws, Ordinances or the articles of incorporations, with regard to the call of unpaid capital prescribed in Paragraph 1, item 3.

Article 26. In case the stockholders are required to absorb the final loss with the whole of the capital stockpursuant to the provisions of Article 24, Paragraph 1, item 8, the financial institution shall without delay after obtaining the approval prescribed in Article 27, Paragraph 1 (without delay after the receiving the indemnification pursuant to the provisions of Article 33, Paragraph 1, when the indemnification is to be received) transfer the assets of the old account and any designated liabilities and liabilities without preference which are not to absorb the final loss from the old account to the new account, whereupon simultaneously the debit of the old account against the new account shall he written off. In the case of the preceding paragraph the financial institution shall after the measures stipulated in the preceding paragraph have been taken transfer to the whole of the business or insurance policies of the new account to another financialinstitution before the date designated by the competent Minister. In case any consideration was received by a financial institution from the assignment or transfer stipulated in the preceding paragraph, the financial institution shall, as provided for by Ordinance, first pay it to the Government up to the amount of any Government indemnification made pursuant to the provisions of Article 33, Paragraph 1 and any balance remaining shall be disposed of as provided for by Ordinance. When the financial institution has completed the transfer of the whole of the business or insurance policies within the period stipulated in Paragraph 2, the financial institution shall dissolve itself on the day of the transfer and when the transfer was not completed within the period stipulated in said paragraph, it shall dissolve itself on the day after the elapse of the said period. The segregation of the new and old accounts shall become extinct on the day of dissolution in this case. The provisions of Paragraph 3 shall apply in the dissolution pursuant to the provisions of the preceding paragraph. Necessary provisions regarding the dissolution pursuant to the provisions of Paragraph 4 shall be provided for by Ordinance, excepting as provided for in the preceding paragraph, notwithstanding the provisions of other Laws and Ordinances. In case the stockholders of the old financial institution are to absorb the final loss up the the full amount of the capital pursuant to the provisions of Article 24, Paragraph 1, item 8, any liabilities of the old financial institution against the new financial institution pursuant to the provisions of Article 15, Paragraph 2 or Article 52, Paragraph 2 shall be repaid with the assets of the old account, as provided for by Ordinance before any measures arc taken under Paragraph 1;provided that if, any assets other than cash (including checks) are to be used to repay liabilities, the prior concurrence of the new financial institution is required. The provisions of Article 1 of the Law regarding Special Exceptions to the Banking Law shall apply, as provided for by Ordinance, to the transfer of business prescribed in Paragraph 2.

Article 27. In case the directors or corresponding persons of the financial institution (hereafter called executive organ) intends to make the final disposition of the old account in a case prescribed in Article 24, Paragraph 1, it shall, as prescribed by Ordinance, prepare a document of the final disposition procedure, and obtain the approval of the competent Minister. In the case of the preceding paragraph, when there is an Auditing Member Committee in the financial institutions concerned established according to Article 47, the executive organ shall obtain the prior approval of the Committee on the document of the final disposition procedure before submitting it for approval pursuant to the provisions of the preceding paragraph.

Article 28. The executive, organ of the financial institution, upon making the public notification required by Paragraph 1 of the preceding Article, shall install the documents of the final disposition procedure, together with the documents referred to in Article 21 at its head office or principal place of business and its branches or corresponding offices. The stockholders and creditors of the old account of the financial institution referred to in the preceding paragraph may request the perusal of the documents referred to in the said paragraph at any time during business hours.

Article 29. The financial institution, upon obtaining the approval pursuant to the provisions of Article 27, Paragraph 1 shall carry out the final disposition of the old account according to the specfiications of the document of final disposition precedure.

Article 30. In case there has been any change in the assets or liabilities of the old account or the assets or liabilities of the new account at the designated Law after approval was granted under Article 27, Paragraph 1 and before the completion of the final desposition of the old account, which may exert influence on the results of the final disposition of the old account, the executive organ of the financial institution shall revise the documents of the final disposition procedure according to such change. The provisions of Article 27 to the preceding Article inclusive shall apply to the preceding paragraph.

Article 31. The financial institution, upon obtaining the approval pursuant to Article 27, Paragraph 1, shall not be required to resort to the resolution of the shareholders'general meeting or corresponding organ, or to obtain the approval of the government, notwithstanding the provisions of other Laws and Ordinances or the articles of association of the financial institution, with reference to the reduction of capitalization, change of the articles of association or other procedures. The provisions of Article 380 of the Commercial Code shall not apply to the reduction of capitalization prescribed in the preceding paragraph. With respect to the reduction of capitalization prescribed in Paragraph 1, the provisions regarding capitalization or par value of shares prescribed in other Laws and Ordinances shall not apply after the date of the reduction in capitalization till the date designated by Ordinance. Special provisions may be prescribed by Ordinance with respect to necessary matters regarding the reduction in capitalization in Paragraph 1 other than those prescribed in the preceding three paragraphs, notwithstanding the provisions of other Laws and Ordinances.

Article 32. In case, as a result of the decrease of capital pursuant to Paragraph 1 of the preceding Article, the amount of debenture issues or borrowings or advances of funds of financial institutions should come to exceed the limitations to debenture issues, borrowings or advances of amount prescribed in other Laws or Ordinances, the provisions prescribing such limitations in other Laws and Ordinances shall not apply to the debentures, borrowings or advances (including claims and obligations arising from renovation) outstanding at the time of the reduction in capitalizaton.

Article 33. The balance of the final loss remaining after computation of the amount to be liquidated and absorbed pursuant to the provisions of Article 24, Paragraph 1, shall be indemnified by the Government as provided for by Ordinance;provided that the amount of indemnification shall be limited by Imperial Ordinance. The payment of the indemnification prescribed in the preceding paragraph may be made by delivering national bonds. The delivery price of the national bonds referred to in the preceding paragraph shall be determined by the Minister of Finance. The Government may issue bonds within the limits of the amount of national bonds necessary for delivery in order to pay the indemnity prescribed in Paragraph 1. The provisions of Paragraph 1 shall not apply when financial institution has transferred the liabilities without preference from the old account to the new account or to a new financial institution as prescribed in the preceding Chapter. The sum total of the amount to be paid by the Government as indemnification pursuant to the provisions of Paragraph 1 and the amount to be transferred from the General Account pursuant to the provisions of Law regarding the Special Disposition of Loss of the Deposit Bureau of Ministry of Finance and Others shall be not more than 10 billion yen.(In case any amount of money was paid in to the government pursuant to the provisions of Article 26 Paragraph 3, and other provisions it shall be 10 billion yen plus such amount paid in).

Article 34. The financial institution which has completed the final disposition of the old account shall without delay make public notification to that effect. The segregation of the new and old accounts of financial institutions shall become extinct on the day of the public notification prescribed in the preceding paragraph (the day of the first public notification when it has been made more than once). The financial institutions shall, upon making the public notification (the first public notification when it has been made more than once) prescribed in Paragraph 1, register the abrogation of the segregation of new and old accounts within two weeks at the place where its main office or principal place of business is located and within three weeks at the places where its branches or corresponding offices are located. Necessary particulars regarding the registration stipulated in the preceding paragraph shall be prescribed by Ordinance.

Article 35. A creditor who is required to report his claim pursuant to the provisions of Article 4, Paragraph 1, and who has failed to do so and has reported his claim after the period stipulated in the said paragraph but before the abrogation of the segregation of the new and old accounts may demand payment on his claim on an equal basis against the financial institution from within the amount of reserves in the old account, only in cases prescribed in Article 19 or Article 23, or when any reserves remain in the old account after calculation according to the provisions of Article 20, Paragraph 1, item 2, or Article 25, Paragraph 1, item 2. In the case stipulated in the preceding paragraph, the financial institution shall notify the creditor the amount of claims on which he may make demand of payment. A claim which should have been reported pursuant to the provisions of Article 4, Paragraph 1, and which was not reported within the period stipulated in the said paragraph shall become extinct on the day the segregation of the new and old accounts is abrogated, excepting for the amount on which payment may be demanded pursuant to the provisions of Paragraph 1. In the case stipulated in Paragraph 1, the financial institution may successievly reduce the reserves in the order of the voluntary reserves other than those for retirement allowances, reserves for retirement allowances and reserves prescribed in other Laws and Ordinances, in the amount to make payment on demand pursuant to the provisions of said paragraph, notwithstanding the provisions of other Laws and Ordinances. The provisions of Article 20, Paragraph 2, shall apply in the case stipulated in the preceding paragraph.

Article 36. If any of the claims (hereafter to Article 37 including rights on legal insurance reserves and payment reserves) on the liabilities of the account of financial institution or the liabilities of the new account thereof as of the designated hour which were indefinite at the time the final disposition of the old account was completed became definite after the final disposition of the old account was completed, the executive organ of the financial institution shall compute the amount of final loss to be borne by each claim according to the definite amount of such claim according to the provisions of Article 24 and notify the creditor of such claim (hereafter to Article 38 including the creditor on legal insurance reserves and payment reserves). In the case stipulated in the preceding paragraph, the said claim shall become extinct in the amount notified at the time the notification is made pursuant to the provisions of the said paragraph. The provisions of Article 25, Paragraph 4 shall apply to the case stipulated in the said paragraph.

Article 37. In case the creditors of liabilities without preference of financial institutions have absorbed the final loss of the old account pursuant to the provisions of Article 24, Paragraph 1, items 4 to 8 inclusive, the amount equal to any increase in value, compared with the value appraised pursuant to the provisions of Article 8, Paragraph 1 or Article 9, of assets previously belonging to the old account among such assets of the financial institution concerned, prescribed by Ordinance, after the segregation of new and old accounts is abrogated, or the amount equal to any excess in value of consideration received from the disposition of such assets above mentioned over the value appraised pursuant to the provisions of Article 8, Paragraph 1 or Article 9 shall be disposed of by the financial institution as provided for by Ordinance, notwithstanding the provisions of other Laws and Ordinances. The provisions of the preceding paragraph shall prevail with regard to the disposition of the amount stipulated in Item 1 below in case any claim on a liability of the old account of a financial institution or a liability of the new account thereof as of the designated hour which was indefinite at the time the final disposition of the old account was completed was definitely found not to have existed from the outset after the completion of the final disposition of the old account or with regard to the disposition of the balance of the amount stipulated in Item 1 below after de ducting the amount stipulated in Item 2 below in case the amount found definite is smaller than the amount prescribed by Ordinance issued pursuant to the provisions of Article 5. 1. The balance of the claim on such liability after applying the provisions of Article 24, Paragraph 1, Items 4 to 10 inclusive on the amount prescribed by Ordinance issued pursuant to the provisions of Article 5. 2. The balance of the claim on such liability after applying the provisions of Paragraph 1 of the preceding article on the amount found definite.

Article 38. Upon completion of the final disposition of the old account, the claims of the creditors and the stockholders shall become definite as stipulated in the document of the final disposition procedure;provided that the claims of creditors stipulated in Article 36 shall become definite as provided for in the said article. If the liquidation of the old account has caused damages to a creditor or a stockholder due to a violation of Law or Ordinance, the executive organ of the financial institution concerned shall indemnify the damages jointly with the financial institutions concerned;provided that this shall not apply in case there was no fault on the part of the executive organ in carrying on its business. The provisions of the preceding paragraph shall apply to the responsibility of the liquidator concerning the liquidation stipulated in Article 26, Paragraph 4. The claim for damages stipulated in Paragraph 1 (including the cases to which the preceding paragraph applies) shall be barred by prescription after the elapse of five years from the time the segregation of the new and old accounts was abrogated.

Chapter 6 Promotion of Reorganization

Article 39. In case the financial instituion is required to reduce its capitalization, pursuant to the provisions of Article 25, Paragraph 1, Item 3, the executive organ thereof shall draw up a reorganization program for its business after the completion of the final disposition of the old account and obtain the approval of the competent Minister as provided for by Ordinance. The executive organ of the financial institution shall, without delay, report in writing to the competent Minister if it is unable to carry out the reorganization program as was approved pursuant to the preceding paragraph, before the day designated by the competent Minister.

Article 40. A financial institution may, as provided for by Ordinance, transfer the whole or a part of the business or insurance contracts belonging to the new account to any other financial institution, after obtaining the approval of the competent Minister in writing only when the definite standard of appraisal has been decided with regard to that part of assets and liabilities of the new account designated by Ordinance at the designated hour and when the new account has not any debt due from the old account. In case approval has been obtained pursuant to the preceding paragraph, it shall be deemed that approval has been obtained according to other Laws and Ordinances for the same matters.

Article 41. The competent Minister may, when deemed necessary in order to promote the reorganization of financial institutions, order the financial institution concerned with the segregated accounts to transfer the whole or a part of its business or its insurance contracts under the new account to another financial institution, with the concurrence of the Economic Reconstruction and Reorganization Committee. The competent Minister may, when deemed specially necessary in view of the state of business of a financial institution after the completion of the final disposition of the old account thereof, order the institution concerned to merge, increase its capitalization, transfer to another financial institution the whole or a part of its business or its insurance contracts unless otherwise stipulated in other Laws or Ordinances, with the concurrence of the Economic Reconstruction and Reorganization Committee. In case the competent Minister has given an Order pursuant to the provisions of Paragraph 1 or the preceding paragraph, the executive organ of the financial institution receiving such order shall report in writing to the competent Minister, without delay, in case of its inability to conclude a contract for the transfer in question or in case where no resolution to increase capitalization is made by the stockholders'general meeting or corresponding organ when it is so ordered within six months from the day the order was received.

Article 42. In case a financial institution is to merge or transfer the whole or a part of its business or insurance contracts pursuant to the provisions of Article 40, Paragraph 1 or Paragraph 1 or 2 of the preceding article, the financial institution concerned shall select the financial institution to which it will be merged or to Which the transfer is to be made from among the financial institutions which do not segregate their accounts into new and old accounts (with regard to financial institutions stipulated in Article 27, Item 2 of the Law regarding the Emergency Measures for the Accounts of Financial Institutions, it shall include juridical persons that are not financial institutions but of similar type to the merging or transferor financial institution). When in the case stipulated in Article 40, Paragraph 1 or Paragraph 2 of the preceding article the old account of the old financial institution has any debt due to the new account thereof, the old financial institution shall, as provided for by Ordinance, have a debt due to the new financial institution in the amount equal to the amount of the said debt (if only part of the business or insurance contracts were transferred, it shall be the debt relating to the part of the business or insurance contracts which were transferred, and if there was a price paid for the transfer of business or insurance contracts the amount of such consideration paid shall be deducted). The provisions of Article 1 of the Law regarding the Special Exceptions to the Banking Law, shall apply when a merger or transfer of business is to be made pursuant to the provisions of Article 40, Paragraph 1 or Paragraph 1 or 2 of the preceding article, as provided for by Ordinance. Necessary provisions shall be prescribed by Ordinance with regard to cases stipulated in Article 40, Paragraph 1 or Paragraph 1 or 2 of the preceding article, excepting as provided for in the preceding three paragraphs.

Article 43. The competent Minister may, when deemed necessary for carrying out the reorganization of the financial institutions, issue necessary Orders to financial institutions respecting the disbursement of business expenses or other matters concerning accounting, as provided for by Ordinance.

Chapter 7. Special Exceptions to Settlement of Accounts

Article 44. A financial institution shall, as long as the segregation of the new and old accounts is existent, settle the new and old accounts separately. The inventories, balance sheets, statements of profit and loss and other books and documents on the business of financial institutions which are required by the application of other Laws and Ordinances, may be provided for by Ordinance.

Article 45. A financial institution, shall set aside any profit of the new account or the old account thereof as a special reserve fund of the respective account, in each business year, notwithstandjng the provisions of other Laws, Ordinances or articles of association. A financial institution shall make up any deficit in the new account or old account by means of reducing the special reserve fund of the respective account, and when the fund proves deficient, shall carry it forward in the respective account.

Article 46. The business year of a financial institution in which the segregation of new and old accounts was abrogated shall terminate on the day such segregation of accounts comes to an end, and the following business year shall terminate on the day that is designated by Ordinance. If there is any special reserve fund set aside in the old account or the new account at the time of the abrogation of the segregation of the new and old accounts, and if the financial institution concerned has any reserve set aside according to the provisions of Article 288, Paragraph 1 of the Commercial Code (hereinafter including similar reserve funds provides for by other Laws and Ordinances, and referred to as "legal reserve" ), the special reserve fund shall be merged with the legal reserve, and in case there is no legal reserve, the special reserve fund shall become the legal reserve.

Chapter 8 Audit and Supervision

Article 47. The Economic Reconstruction and Reorganization Committee, when necessity arises for carrying out the proper liquidation of the old account of the financial institutions, may, with the authorization of the competent Minister, appoint a maximum of five Auditing Committee members from among the creditors of the financial institution and other interested persons (the representatives or other officers in case of the State, local governments or other juridical persons). The competent Minister, when deemed necessary for the proper liquidation of the old account of the financial institution, may order the Economic Reconstruction and Reorganization Committee to appoint Auditing Committee members. The Auditing Committee members of the financial institution may not serve as officers of the financial institutions concerned concurrently.

Article 48. The duties of the Auditing Committee members are to audit the liquidation of the old account of the financial institution. The Auditing Committee members may at any time demand reports from the executive organ of the financial institution regarding the liquidation of the old account or investigate the conditions thereof, in order to carry out the duties stipulated in the preceding paragraph. The duties and powers of the Auditing Committee members, not provided for in Article 27, Paragraph 2 and the preceding two paragraphs shall be prescribed by Imperial Ordinance.

Article 49. The Economic Reconstruction and Reorganization Committee may, with the authorization of the competent Minister, dismiss any Auditing Committee member. The competent Minister may, when deemed necessary, order the Economic Reconstruction and Reorganization Committee to dismiss any Auditing Committee member.

Article 50. The competent Minister may order a financial institution to dismiss an officer of a financial institution in case of his violation of an Order or a disposition under the present Law or the Law regarding the Emergency Measures for the Accounts of Financial Institutions. The competent Minister may order the suspension from duties of an officer of a financial institution in case his acts may be prejudicial to public interests. The competent Minister may, when deemed necessary, order a financial institution to dismiss the officer who was suspended from duties pursuant to the provisions of the preceding paragraph, with the concurrence of the Economic Reconstruction and Reorganization Committee.

Article 51. The competent Minister may, if deemed necessary for the enforcement of the present Law, give orders necessary for the purpose of supervision. The competent Minister may, if deemed necessary for the enforcement of the present Law, cause a financial institution to submit a report on its property or business, or may cause the officials concerned to examine books, documents and other things. The competent Minister shall cause the officials concerned to carry with them an identification card showing their status when they enter any place or make an examination pursuant to the provisions of the preceding paragraph.

Chapter 9 Miscellaneous Provisions

Article 52. The provisions of Article 14 of the Law regarding the Emergency Measures for the Accounts of Financial Institutions shall apply to the amount to be credited or debited on the new account against the old account pursuant to the provisions of Article 10, Paragraph 1 or Article 13, Paragraph 3 (including the case where it is applied in Article 14, Paragraph 2).

Article 53. The provisions of Article 285 of the Commercial Code (including the case where it is applied in Article 67 of the Insurance Business Law) shall not apply to the value to be written in the inventory when appraisal of assets of the new or old account has been made according to the provisional or difinite standard of appraisal.

Article 54. The proceedings for compulsory execution, provisional attachment, or temporary disposition or auction prescribed in the Auction Law suspended pursuant to the provisions of Article 18, Paragraph 2, of the Law regarding Emergency Measures for the Accounts of Financial Institutions shall be continued from the day the property concerned has come to belong to the new account or from the day the segregation of the new and old accounts is abrogated;provided that this shall not apply if before the abrogation of the segregation of new and old accounts, the whole or a part of the liability regarding the claim concerned belongs to the old account.

Article 55. The adjudication of bankruptcy, order to commence reorganization prescribed in the Commercial Code or decision to commence composition may not be made against a financial institution until the segregation of the new and old accounts is abrogated. Necessary provisions may be prescribed by Imperial Ordinance with regard to the measures to be taken in case of insolvency of the new account of a financial institution or in case the assets exceed the liabilities thereof. After the abrogation of the segregation of the new and old accounts of a financial institution, the provisions of Article 22, Paragraph 2, of the Law regarding Emergency Measures for the Accounts of Financial Institutions shall not apply to the financial institution concerned.

Article 56. With regard to the premium paid in after the designated hour on a life insurance contract, whose legal insurance reserves are in the old account (hereafter called "old life insurance contract" ) which corresponds to the part of liabilities that has become written off pursuant to the provisions of Article 25, Paragraph 4, the life insurance companies or Central Life Insurance Corporation with which such life insurance contract was concluded (hereinafter called "life insurance companies, etc." ) shall, as prescribed by Ordinance, appropriate them as premiums on any outstanding life insurance centracts with the insurance policyholder concerned or return them to the insurance policy holder concerned, if there is more than enough to pay such premiums or if there is no outstanding life insurance contract with the insurance policyholder concerned. If a risk occurred on an old life insurance contract before the segregation of the new and old accounts is abrogated and if there is any premium not paid in pursuant to provisions of Article 24, Paragraph 1 of the Law regarding the Emergency Measures for the Accounts of Financial Institutions, the insurance companies, etc. shall pay the beneficiary the balance of the insurance money to be paid after deducting the amount corresponding to such unpaid premiums.

Article 57. Members of local agricultural associations, urban district credit associations and other financial institutions prescribed by Ordinance (hereinafter in this article including similar persons) who have not paid in their contribution which is their obligation before the designated hour or who have become after the designated hour members having an obligation to pay in contribution shall, as provided for by Ordinance, pay a guaranty equivalent in amount to such contribution to be paid in instead of paying the contribution during the period the new and old accounts of the financial institution are segregated. Any person who has paid a guaranty shall be deemed to be a person who has paid in his contribution with regard to the application of provisions of other Laws and Ordinances to the loan of funds, use of facilities and other benefits accruing to members of financial institutions concerned. Necessary provisions shall be prescribed by Ordinance with regard to persons who have paid guaranty pursuant to the provisions of Paragraph 1, excepting as provided for in the preceding paragraph.

Article 58. With regard to the liquidation of the assets and liabilities of the old account of those financial institutions listed in the Annex of the Ministries of Finance, Foreign Affairs, Home Affairs and Justice Ordinance No.1 of 1945 and the disposition of claims and obligations against or to such financial institutions special exceptions may be provided for by Imperial Ordinance.

Article 59. With regard to the exchange and other dispositions of the debentures or other securities issued by financial institutions or when all or part of the claims on liabilities without preference of financial institutions have been voided pursuant to the provisions of Article 25, Paragraph 3 or 4 or Article 36, Paragraph 2 or 3, special exceptions may be provided for by Ordinance. The same shall apply with regard to the exchange of financial debentures of Article 20 of the Law regarding the Emergency Measures for the Accounts of Financial Institutions, and other necessary matters relating thereto.

Article 60. In case an old financial institution transfers to a new financial institution real estate, negotiable securities and other assets as provided for in this Law, the stamp-duty shall not be assessed on the document or books of transfer.

Article 61. Part of the powers of the competent Minister prescribed in this Law may be delegated to the heads of the local government bureaus, as prescribed by Ordinance.

Article 62. Matters necessary in connection with the disposition of losses arising from the special disposition of war claims and others and the reconstruction and reorganization of the financial institutions, other than those provided for in the Law regarding the Emergency Measures for the Accounts of Financial Institutions or in the present Law shall be prescribed by Ordinance.

Chapter 10 Penal Provisions

Article 63. In the cases mentioned below, any representative, agent, employee, or other worker of a financial institution who has committed the act concerned shall be subject to penal servitude for not more than three years or to a fine of not more than 30,000 yen. 1. In case a false statement was made in the application for the approval stipulated in Article 13, Paragraph 1, or Article 15, Paragraph 1. 2. In case of failure to submit an application for approval in violation of the provisions of Article 14, Paragraph 1, Article 19, Article 20, Paragraph 3, or Article 23, Paragraph 1, or in case a false statement was made in the application for the approval. 3. In case the disposition of consideration was neglected or was made in violation of the Order issued pursuant to the provisions of Article 26, Paragraph 3 (including cases where it is applied in Paragraph 5 of the said article). 4. In case of a violation of an Order issued pursuant to the provisions of Article 26, Paragraph 6. 5. In case the presentation of the application for the approval of the document of the final disposition, procedure in violation of the provisions of Article 27, Paragraph 1 (including the cases where it is applied in Article 30, Paragraph 2) was neglected, or a false statement was made in the same, when presenting said document and applying for approval. 6. In case the acquisition of the due recognition by the auditing committee members was neglected, in violation of the provisions of Article 27, Paragraph 2 (including the cases where it is applied in Article 30, Paragraph 2), or in case the recognition of the auditing committee was obtained with respect to the document setting forth the method of the final disposition in which a false statement has been made. 7. In case no final disposition was made with respect to the old account as specified in the document of method of the final disposition procedure, in inviolation of the provisions of Article 29 (including the cases where it is applied in Article 30, Paragraph 2). 8. In case of negligence of the disposition of the increased value resulting from appraisal or profit from disposition or disposition thereof in violation of the order issued pursuant to the provisions of Article 37, Paragraph 1. 9. In case the disposition of the remaining value was neglected in violation of the order issued pursuant to the provisions of Article 37, Paragraph 2, or the disposition thereof was effected.

Article 64. In case a auditing committee member accepts demands or promises a bribe in connection with their duties, they shall be subject to penal servitude for not more than three years or to a fine of not more than 3,000 yen. Any person who gives the bribe stipulated in the preceding paragraph or makes an offer or a promise thereof shall be dealt with in the same manner as provided in the preceding paragraph. The bribe which the offencder or a third party who is well cognizant of the circumstances accepts, shall be confiscated. If the whole or a part of the bribe cannot be confiscated, then the equivalent value shall be collected afterwards.

Article 65. In the following cases, any representative, agent, employee, or other worker of a financial institutions who has committed the act, shall be subject to a penal servitude for not more than one year, or to a fine of not more than 10,000 yen. 1. In case the presentation of an inventory of the property, a balance sheet, or detailed statement on the assets and liabilities was neglected, in violation of the provisions of Article 6, or when an inventory of property, the balance sheet or a detailed statement on the assets and liabilities containing a false statement was submitted. 2. In case the presentation of an inventory of the property, a balance sheet, or a statement of profit and loss was neglected, in violation of the provisions of Article 8, Paragraph 2 or Article 21, or an inventory of the property, balance sheet or statement of profit and loss containing a false statement is submitted. 3. In case the application for the approval of the reorganization plan is neglected in violation of the provisions of Article 39, Paragraph 1. 4. In case the order issued pursuant to the provisions of Article 43 was violated. 5. In case no step has been taken for the dismissal of the officials in violation of the Order issued pursuant to the provisions of Article 50, Paragraph 1 or 3. 6. In case the presentation of the report in accordance with the provisions of Article 51, Paragraph 2, was neglected, or a false report was submitted.

Article 66. A person who, in violation of the order issued pursuant to Article 50, Paragraph 2, has failed to stop the performance of his duties, shall be subject to a penal servitude for not more than one year or to a fine of not more than 10,000 yen.

Article 67. A person who has refused, hindered or evaded the examination prescribed in Article 51, Paragraph 2, shall be subject to penal servitude for not more than one year or less or to a fine of not more than 10,000 yen.

Article 68. A person who has violated the order issued pursuant to Article 59 shall be subject to a penal servitude for not more than one year or a fine of not more than 10,000 yen.

Article 69. In case a representative of a juridical person or an agent, employee and other worker of a juridical person or an individual person has acted in violation of Article 63, Article 65 or the preceding article in connection with the business or the property of the juridical person or individual in question, the said juridical person or individual shall be subject to a fine prescribed in the respective articles in addition to the punishment imposed on the actual offender.

Article 70. The executive organ of a financial institution shall be subject to a penalty of not more than 5,000 yen in any of the following cases: 1. When it has neglected giving public notice or has made a false statement in a notice prescribed in Article 13, Paragraph 4 (including the case where it is applied in Article 14, Paragraph 2) or Article 34, Paragraph 1, or has made a false notice. 2. When it has, in violation of the provisions of Article 17, Paragraph 1 or Paragraph 2 or of Article 26, Paragraph 7, neglected appropriating the assets in the old account for the repayment of the liabilities. 3. When it has, in violation of the provisions of Article 28, Paragraph 1, neglected giving public notice, failed to keep business documents or kept business documents with false entries or in violation of provisions of Paragraph 2 of the same article, refused the examination of business documents without proper reasons. 4. When it has neglected the registration as prescribed in Article 34, Paragraph 3. 5. When it has, in violation of the provisions of Article 36, Paragraph 1, neglected giving notice or given a false notice. 6. When it has, in voilation of the provisions of Article 39, Paragraph 2, neglected making reports or made a false report. 7. When it has, in violation of the provisions of Article 41, Paragraph 1, failed to take necessary steps for the transfer of the business or insurance contracts. 8. When it has, in violation of the provisions of Article 41, Paragraph 2, failed to take necessary steps for amalgamation or an increase in the capitalization, the transfer of the business or insurance contracts. 9. When it has, in violation of the provisions of Article 41, Paragraph 3 neglected making reports or made a false report. 10. When it has, in violation of the provisions of Article 45, Paragraph 1, failed to set aside the special reserve or has, in violation of the provisions of Paragraph 2 of the same article, reduced the special reserve. 11. When it has neglected making reports prescribed in Article 48, Paragraph 2, made a false report or hindered the examination prescribed in the same paragraph. 12. When it has violated the order issued pursuant to Article 51, Paragraph 1.