FORM 6-K

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934

Commission File Number: 333-150010

For the Month of ~~October~~November, 2010

MS&AD Insurance Group Holdings, Inc.

(Translation of registrant’s name into English)

3-7, Yaesu 1-chome,
Chuo-ku, Tokyo 103-0028, Japan

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.


Form 20-F x		Form 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

Information furnished on this form:

Table of Contents


1.		[English Translation]

~~MS&AD~~Basic ~~Holdings~~Matters ~~Announces~~Concerning ~~Conversion~~Merger of Mitsui Sumitomo ~~MetLife~~Kirameki Life Insurance ~~Company~~and ~~into~~Aioi aLife ~~Wholly Owned Subsidiary~~Insurance

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	MS&AD Insurance Group Holdings, Inc.
Date: October 29, 2010	By:	/s/ Yasuaki Tamai
Date: November 19, 2010	By:	/s/ Yasuaki Tamai
		Yasuaki Tamai
		General Manager General Administration Dept.

[English Translation]

~~October~~November 2919, 2010

MS&AD Insurance Group Holdings, Inc.

~~MS&AD~~Basic ~~Holdings~~Matters ~~Announces~~Concerning ~~Conversion~~Merger of Mitsui Sumitomo ~~MetLife~~Kirameki ~~Insurance~~Life ~~Company~~Insurance ~~into~~and aAioi ~~Wholly~~Life ~~Owned Subsidiary~~Insurance

~~The Board of~~ MS&AD Insurance Group Holdings, Inc. ~~(“MS&AD~~has, ~~Holdings”)~~as ~~held~~announced on ~~October~~May 2920, 2010, approved merger of its ~~resolved~~life ~~the~~insurance ~~terms~~subsidiaries, ~~and~~Mitsui ~~conditions~~Sumitomo toKirameki ~~acquire~~Life ~~all~~Insurance ~~shares~~Co., ofLtd. ~~Mitsui~~(President: ~~Sumitomo~~Shizuka Sasaki) ~~MetLife~~and Aioi Life Insurance ~~Company~~ Co., Ltd. (President: Yoshihisa Ishii) (hereinafter, the “~~MSI~~two companies” ~~Met~~or “merged company”), ~~subject~~contemplated to ~~approvals~~be ~~from~~effective ~~applicable~~on ~~governmental~~October 1, ~~authorities~~2011 and conditional ~~executed~~on aobtaining ~~Share~~permissions ~~Purchase~~and ~~Agreement~~other ~~with~~approvals ~~MetLife~~from ~~Worldwide~~relevant ~~Holdings, Inc~~authorities. ~~(“MetLife~~The ~~Worldwide”),~~Company ahereby ~~subsidiary~~announces ofthat ~~MetLife,~~their ~~Inc.~~continued ~~(“MetLife”),~~discussions have led to ~~convert~~an ~~MSI~~agreement ~~Met~~on ~~into~~the abasic ~~wholly~~matters concerning ~~owned~~the ~~subsidiary~~merger, as set out below. ~~follows:~~

1.<Outline ~~Reasons~~of ~~for~~merged ~~Conversion into a Wholly Owned Subsidiary~~company>

Our group positions life insurance business as an important growing business segment and since entering the individual annuity insurance market with MSI Met in 2002, we have achieved a steady growth in its business and MSI Met has established a firm status in the market as a leading company. As MetLife expects to complete its acquisition of American Life Insurance Company in 2010, we have reached to an agreement on acquisition of MSI Met’s shares held by MetLife Worldwide upon closing, on or about April 1~~, 2011~~. ~~Through~~ ~~the~~Corporate conversion of MSI Met into a wholly owned subsidiary, we believe the solid coordination within our group to be enhanced. MSI Met, as a core subsidiary in the group, will leverage the know-how and relationship with financial institutions and serve products that fit client’s needs in order to further enhance a position in the individual annuity insurance market. Meanwhile, MetLife and MS&AD Holdings have agreed to continue and maintain a strong business relationship globally. name

2. Changes of Corporate Name through the Conversion of MSI Met into a Wholly Owned Subsidiary

	(1)		Corporate name

			Mitsui Sumitomo Kaijo Aioi Seimei Hoken Kabushiki Kaisha

	(2)		English name

			Mitsui Sumitomo Aioi Life Insurance Company, Limited

~~MSI Met’s corporate name is planned to be changed upon closing, on or about April 1, 2011~~2. ~~It will~~Surviving ~~be announced as soon as a decision is made.~~ company

Mitsui Sumitomo Kirameki Life Insurance Company, Limited


3.		Address of main office

Nihombashi, Chuo-ku, Tokyo
(Current site of main office of Aioi Life Insurance Company, Limited)

Since the parties to the merger are subsidiaries of MS&AD Insurance Group, merger ratio will not be determined.

(Image of the Group after the merger)

3.(Outline ~~Details~~ of ~~Share Purchase~~parties)

MS&AD Holdings will acquire all of the shares held by MetLife Worldwide, a subsidiary of MetLife, upon closing, on or about April 1, 2011. Aggregate purchase price of the shares (both common shares and perpetual non-voting common shares) representing a 50% economic interest in the company is approximately 22.5 billion yen.


Corporate name	Mitsui Sumitomo Kirameki Life Insurance Co., Ltd.	Aioi Life Insurance Co., Ltd.
Business	Life insurance business	Life insurance business
Incorporation Date	August 8, 1996	August 8, 1996
Address	3-11-1 Kanda-Nishikicho, Chiyoda-ku, Tokyo	3-1-6 Nihombashi, Chuo-ku, Tokyo
President	Shizuka Sasaki	Yoshihisa Ishii
Capital	35.5 billion yen	30.0 billion yen
Shares Issued	960 thousand shares	700 thousand shares
End date of accounting period	March 31	March 31
Major shareholder and their shareholding ratio	MS&AD Insurance Group Holdings, Inc. 100%	Aioi Nissay Dowa Insurance Co., Ltd. 100%

As of September 30, 2010 (Bracketed in ( ) are comparison to the corresponding period of previous fiscal year and bracketed in [ ] are that to the end of previous fiscal year)			Two companies added (*1)

Number of new policies (*2)	0.12 million (115.3%)	0.05 million (113.2%)	0.17 million (114.7%)
Number of policies in force (*2)	1.27 million [106.2%]	0.60 million [105.6%]	1.87 million [106.0%]
Amount of new policies(*2)	831.6 billion yen (103.0%)	493.1 billion yen (93.2%)	1,324.8 billion yen (99.1%)
Amount of policies in force(*2)	9,746.3 billion yen [103.2%]	6,057.8 billion yen [103.7%]	15,804.2 billion yen [103.4%]
Yearly insurance premiums of new policies(*2)	15.1 billion yen (109.4%)	4.8 billion yen (101.4%)	19.9 billion yen (107.4%)
Yearly insurance premiums of policies in force (*2)	197.4 billion yen [101.5%]	74.9 billion yen [101.9%]	272.3 billion yen [101.6%]
Premiums	114.9 billion yen (105.9%)	52.7 billion yen (110.0%)	167.6 billion yen (107.1%)
Net income	0 billion yen (119.7%) (*3)	0.7 billion yen (67.9%)	0.7 billion yen (69.2%)
Total assets	1,201.1 billion yen [104.6%]	524.1 billion yen [112.0%]	1,725.2 billion yen [106.7%]
Solvency margin ratio	2,302.5%	2,152.0%	—
Relationships	No party has a major capital, personnel, or trade relationship with any other party, and no party constitutes a relevant party with respect to any of the other parties.

Shares owned by

Voting rights owned by

*1.

Amounts are calculated by simply adding amounts of the two companies.

MS&AD Holdings

MS&AD Holdings (Note 1)

*2.

Total amounts for personal insurance and personal pension insurance.

Before share purchase

Common shares:

6,579

Voting rights:

6,579

*3.

Net income of Mitsui Sumitomo Kirameki Life Insurance is 34 million yen due to its increased provision for underwriting reserve in order to fulfill standard underwriting reserve. Net income before the increased provision is 0.9 billion yen (a decrease of 35.2% as compared with the corresponding period of previous fiscal year).

Perpetual non-voting common shares:

(Voting ratio: 51%)

Total:

6,579

(Shareholding ratio: 50%)

Share purchase

Common shares:

6,321

Voting rights:

6,321

Perpetual non-voting common shares:

259

(Voting ratio: 49%)

Total:

6,580

(Shareholding ratio: 50%)

After Share Purchase

Common shares:

12,900

Voting rights:

12,900

Perpetual non-voting common shares:

259

(Voting ratio: 100%)

Total:

13,159

(Shareholding ratio: 100%)

(Note 1) No voting right is allocated to a perpetual non-voting common share.

4. Outline of MSI Met (As of March 31, 2010)

(1) Corporate name		Mitsui Sumitomo MetLife Insurance Company, Ltd.
(2) Address		Yaesu 1-3-7, Chuo-ku, Tokyo, Japan
(3) President		Yukio Higuchi, President and Representative Director
(4) Business		Life insurance business
(5) Capital		41.06 billion yen
(6) Incorporation date		September 7, 2001

(7) Major shareholders and their shareholding ratio	MetLife Worldwide MS&AD Holdings	6,580 Shares (50%) 6,579 Shares (50%)
(8) Relationship with MS&AD Holdings	Capital Relationship	MSI Met is a 50% owned equity method affiliate of MS&AD Holdings
	Personnel Relationship	There is an interlocking director (1 person)
	Transaction Relationship	Not applicable

(9) Consolidated operating results and consolidated financial condition

(Million Yen)

	FYE March 2008			FYE March 2009			FYE March 2010
Ordinary revenue		650,221			717,122			885,402
Ordinary expense		670,432			730,775			870,857
Ordinary profits		(20,210	)		(13,652	)		14,544
Earnings after tax		(12,466	)		(8,929	)		8,922
Net assets		15,018			26,495			35,393
Total assets		2,543,102			2,470,766			3,116,508

5. Outline of MetLife Worldwide (As of June 30, 2010)

(1) Corporate name		MetLife Worldwide Holdings, Inc.
(2) Address		United States of America

(3) Relationship with MS&AD Holdings	Capital Relationship	Not applicable
	Personnel Relationship	Not applicable
	Transaction Relationship	Reinsurance transaction between a group company of MetLife Worldwide and MSI Met

MetLife Worldwide, from whom MS&AD Holdings expects to acquire MSI Met’s shares, does not disclose details of its business including financials. Therefore, some of items required in the outline above are omitted. Please refer to the below for the outline of MetLife, a parent company of MetLife Worldwide.

(1) Corporate name		MetLife, Inc.
(2) Address		200 Park Avenue, New York, NY 10166-0188, United States of America
(3) President		C. Robert Henrikson
(4) Business		Financial services
(5) Capital		16,905 million dollars
(6) Incorporation		1999
(7) Major shareholders and their shareholding ratio		Publicly traded company

(8) Relationship with MS&AD Holdings	Capital Relationship	Not applicable
	Personnel Relationship	Not applicable
	Transaction Relationship	Reinsurance transaction between a group company of MetLife and MSI Met

(9) Consolidated operating results and consolidated financial condition

(Million Dollars, except per share data)

	FYE December 2007			FYE December 2008			FYE December 2009
Ordinary revenue		47,152			50,984			41,058
Ordinary expense		41,372			45,923			45,391
Ordinary profits		5,780			5,061			(4,333	)
(per share) (Note 2)		(7.58	)		(6.80	)		((5.29)	)
Earnings after tax (Note 3)		4,180			3,084			(2,368	)
(per share) (Note 2)		(5.48	)		(4.14	)		((2.89)	)
Net assets		36,985			23,985			33,498
Total assets		559,149			501,678			539,314
Dividends per share		0.74			0.74			0.74
(Note 2)

(Note 2) Unit: Dollars, fully diluted basis. (Note 3) Earnings after tax available to MetLife’s common shareholders.

6. Schedule

(1) Board meeting (MS&AD Holdings):		October 29, 2010
(2) Execution of Share Purchase Agreement:		October 29, 2010
(3) Transfer of MSI Met’s shares:		April 1, 2011 (tentative)
(4) MSI Met’s corporate name change:		April 1, 2011 (tentative)

7. Prospects

MSI Met will become a consolidated subsidiary of MS&AD Holdings from an equity method affiliate as a result of the share purchase. Effects on the consolidated operating results of MS&AD Holdings subsequent to fiscal year ending March 2012 will be announced once it becomes clear. There are no revisions to the consolidated operating forecast for the fiscal year ending March 2011, announced on May 20, 2010 due to the shares purchase.

-End-

Note Regarding Forward-looking Statements

This document includes “forward-looking statements” that reflect the plans and expectations of MS&AD Insurance Group Holdings, Inc. (the “Company”) with respect to its business and results of operations. To the extent that statements in this document do not relate to historical or current facts, they constitute forward-looking statements. These forward-looking statements are based on the current assumptions and beliefs of the Company in light of the information currently available to it, and involve known and unknown risks, uncertainties and other factors. Such risks, uncertainties and other factors may cause the actual results, performance, achievements or financial position of the Company to be materially different from any future results, performance, achievements or financial position expressed or implied by these forward-looking statements. The Company undertakes no obligation to publicly update any forward-looking statements after the date of this document. Investors are advised to consult any further disclosures by the Company in its subsequent domestic filings in Japan and filings with the U.S. Securities and Exchange Commission.

The risks, uncertainties and other factors referred to above include, but are not limited to: (1) economic conditions in Japan, the United States, Europe and China; (2) the extent of competition faced by the Company from Japan’s other major non-life insurance companies and new entrants in the Japanese non-life insurance market; (3) the extent of further deregulation of the Japanese insurance industry; (4) occurrence of natural disasters in Japan and elsewhere; (5) occurrence of losses the type or magnitude of which could not be foreseen at the time of writing the insurance policies covering such losses; (6) the price and availability of reinsurance; and (7) the performance of the Company’s investments.

Filing Compare · MS&AD Insurance Group Holdings, Inc.