Additional Tier 1

Going Concern Write-Down upon a Capital Ratio Event

If a Capital Ratio Event occurs, on the related Going Concern Write-Down Date (as defined below), the principal amount of the Securities will be written down, as more fully described in the accompanying prospectus, to such extent determined necessary by us after consultation with the FSA or any other relevant Japanese supervisory authority that such write-down and a write-down of the principal amount of (or conversion into equity, if applicable, of) all other outstanding debt securities that are intended to qualify as our Additional Tier 1 Capital, which is triggered by the same Capital Ratio Event, will result in an increase in our Consolidated Common Equity Tier 1 Ratio (as defined in the accompanying prospectus) to a sufficient level exceeding 5.125%. If this write-down mechanism, when implemented to the full extent, is expected to result in an increase in our Consolidated Common Equity Tier 1 Ratio to a level short of 5.125%, the principal amount of the Securities per $1,000 in principal amount at issuance will be reduced to one cent per $1,000 of the principal amount at issuance, and no interest will accrue on the Securities thereafter. Holders of the Securities will be deemed to have irrevocably waived their right to claim or receive payments of principal of or interest on the Securities to the extent of such write-down.

A "Capital Ratio Event" will be deemed to have occurred when our Consolidated Common Equity Tier 1 Ratio reported or publicly announced by the Issuer declines below 5.125%, as more fully defined in the accompanying prospectus.

Write-down and Cancellation upon a Non-Viability Event

If a Non-Viability Event occurs, on the Write-Down and Cancellation Date (as defined below), principal of the Securities will be permanently written down to zero, the Securities will be cancelled, and holders of the Securities will be deemed to have irrevocably waived their right to claim or receive any payment of principal of or interest on the Securities.

A "Non-Viability Event" will be deemed to have occurred at the time that the Prime Minister of Japan confirms (nintei) that any measures (tokutei dai nigo sochi) set forth in Article 126-2, Paragraph 1, Item 2 of the Deposit Insurance Act (or any successor provision thereto) need to be applied to us.

"Write-Down and Cancellation Date" means, upon the occurrence of a Non-Viability Event, the date that shall be determined by us after consultation with the FSA or any other relevant Japanese supervisory authority and shall be no later than ten Business Days following the date of the Write-Down and Cancellation Notice (as defined in the accompanying prospectus).

Write-Down and Cancellation upon a Bankruptcy Event

Immediately upon the occurrence of a Bankruptcy Event, principal of the Securities will be permanently written down to zero, the Securities will be cancelled, and holders of the Securities will be deemed to have irrevocably waived their right to claim or receive any payment of principal of or interest on the Securities.

A "Bankruptcy Event" will be deemed to have occurred if a competent court in Japan has commenced bankruptcy proceedings, corporate reorganization proceedings or civil rehabilitation proceedings with respect to, or special liquidation proceedings (tokubetsu seisan) have commenced by or with respect to us in Japan or if we have become subject to similar proceedings in any other jurisdiction, as more fully described in the accompany prospectus.

See "Description of Perpetual Subordinated Debt Securities—Write-downs and Write-ups—Write-Down and Cancellation upon a Non-Viability Event or Bankruptcy Event (Write-Down and Cancellation)" in the accompanying prospectus.