Optional Deferral of Interest Payments

We may, at our sole discretion, elect to defer payment of all (and no less than all) of the interest accrued on the Notes on any interest payment date (as defined herein), so long as such interest payment date is not a mandatory interest deferral date (as defined herein).

Mandatory Deferral of Interest Payments

We shall be required to defer payment of all (and no less than all) of the interest accrued on the Notes if, as of the fifth business day prior to the interest payment record date (as defined herein) for any interest payment date, either (i) a capital deficiency event (as defined below) has occurred and is continuing, or (ii) any payment in relation to the Notes or a liquidation parity security has been deferred and continues to be in deferral.

A “capital deficiency event” shall be deemed to have occurred if, as of the relevant date, (i) the capital adequacy condition (as defined below) is not met or would not be met as a result of such payment of interest on the Notes or (ii) the Commissioner of the Financial Services Agency of Japan (the “FSA”) has issued any order of prompt corrective action (souki-zesei-sochi) in relation to regulatory capital requirements to us and such order remains in effect.

The “capital adequacy condition” shall be met if, as of the relevant date, (i) our solvency margin ratio (or such other measure of capital adequacy then used by the applicable regulatory requirements) meets or exceeds the regulatory minimum capital requirements (as described below), and (ii) a deferral of interest on the Notes is not required under the then applicable regulatory requirements in Japan (or an official application or interpretation of such regulations, including a decision of a court or a tribunal in Japan).

Payment Stoppage

If we have given notice to defer interest payments on the Notes but the relevant interest has not become payable, or if any payment in relation to the Notes has been deferred and continues to be in deferral, we shall not, and shall cause our subsidiaries not to, make any payment of principal of, or interest or premium, if any, on, or repay, purchase or redeem any of our securities that are liquidation parity securities or any of our instruments that are expressly designated as being junior to the Notes as to priority of liquidation payment (other than foundation funds obligations).

Optional Redemption

The Notes may be redeemed at the option and sole discretion of Nippon Life in whole, but not in part, subject to compliance with applicable regulatory requirements, including prior consent of the FSA (if then required), on the first call date or any reset date, upon giving not less than 30 nor more than 60 days’ notice of redemption in writing to the holders of the Notes (which notice shall be irrevocable) and the trustee, at the principal amount of the Notes, together with interest accrued (including any arrears of interest) to the date fixed for redemption and any additional amounts thereon, provided that such early redemption may be permitted only if (i) Nippon Life’s solvency margin ratio (or such other measure of capital adequacy then used by the applicable regulatory requirements) after giving effect to the redemption is expected to remain at an adequate level within the meaning of the Insurance Business Act (including any successor legislation) and any applicable regulations, public notices or guidelines thereunder then in force, or (ii) Nippon Life procures qualifying financing in an amount not less than the amount of the redemption.

First Call Date: 30 April 2035

Optional Special Event Redemption

The Notes may be redeemed at any time at the option and sole discretion of Nippon Life in whole, but not in part, if a special event (as defined below) has occurred and is continuing, subject to compliance with applicable regulatory requirements, including prior consent of the FSA (if then required), and upon giving not less than 30 nor more than 60 days’ notice of redemption in writing to the holders of the Notes (which notice shall be irrevocable) and the trustee at a redemption price equal to the principal amount of the Notes, together with interest accrued (including arrears of interest) to the date fixed for redemption, and any additional amounts thereon, provided that any such early redemption may be permitted only if (x) Nippon Life’s solvency margin ratio (or such other measure of capital adequacy then used by the applicable regulatory requirements) after giving effect to the redemption is expected to remain at an adequate level within the meaning of the Insurance Business Act (including any successor legislation) and any applicable regulations, public notices or guidelines thereunder then in force, or (y) Nippon Life procures qualifying financing in an amount not less than the amount of the redemption.

Special Event means:

a regulatory event, tax deductibility event or rating agency event: at par

(a) a “regulatory event,” which means any amendment or change to the Insurance Business Act or related regulations (including any successor laws and regulations), or any official administrative pronouncement or judicial decision interpreting or applying such laws or regulations, that is publicly announced after the date of the issuance of the Notes and that results or will result (for the avoidance of doubt, including after giving effect to any applicable grandfathering or similar provisions) in the Notes (in whole or in part) no longer qualifying as subordinated debt (fusaisei shihon) under the Insurance Business Act (including any successor legislation) included in the determination of Nippon Life’s solvency margin ratio or a similar class of regulatory capital included in the determination of such other measure of capital adequacy then used by the applicable regulatory requirements, and in each case, such disqualification cannot be avoided by Nippon Life through the taking of reasonable measures available to Nippon Life,

a “rating agency event,” which means a publication by S&P, Moody’s or Fitch (including any successors to their respective ratings businesses) that an amendment, clarification or change has occurred or will occur in the equity credit criteria, guidelines or methodology of such rating agency, which amendment, clarification or change results or will result in (i) the shortening of the length of time the Notes are assigned a particular level of equity credit by such rating agency as compared to the length of time the Notes would have been assigned that level of equity credit by such rating agency on the date of the issuance of the Notes, or (ii) a lower equity credit for the Notes than the equity credit assigned by such rating agency on the date of the issuance of the Notes.