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 Benesse Corporation (the "Company") resolved at a meeting of its Board of Directors today to propose an agenda asking for authorization to issue stock acquisition rights outlined below, for the purpose of granting stock options, pursuant to Articles 280-20 and 280-21 of the Commercial Code of Japan. The proposal will be made at its 49th ordinary general meeting of shareholders to be held on June 25, 2003.


[1]Reason for Issue of Common Stock Acquisition Rights
The Company will issue rights (the "Common Stock Acquisition Rights") to subscribe for or purchase shares of common stock of the Company ("Common Stock") to directors, corporate executive officers of the Company and its subsidiaries without any consideration for the purposes of giving directors, corporate executive officers of the Company and its subsidiaries an incentive to contribute towards the improvement of the business performance of the Company and its group companies (the "Group") and thereby improving such business performance of the Group, by making the economic interest which such directors will receive correspond to the business performance of the Company.

[2]Terms of Issue of Common Stock Acquisition Rights

(1) Persons to Whom Common Stock Acquisition Rights Will be Allocated
Directors, corporate executive officers of the Company and its subsidiaries.

(2) Class and Number of Shares to be Issued or Transferred upon Exercise of Common Stock Acquisition Rights

Not exceeding 1,000,000 shares of Common Stock.

Provided, however, that if the number of shares to be issued or transferred upon exercise of each Common Stock Acquisition Right is adjusted in accordance with (3) below, such number of shares to be issued or transferred shall be adjusted to the number obtained by multiplying the number of shares after adjustment by the total number of Common Stock Acquisition Rights to be issued.

(3) Total Number of Common Stock Acquisition Rights to be Issued

Not exceeding 10,000.

The number of shares to be issued or transferred upon exercise of each Common Stock Acquisition Right shall be 100.

Provided, however, that if the Company splits or consolidates its Common Stock, the number of shares to be issued or transferred upon exercise of each Common Stock Acquisition Right shall be adjusted according to the following formula.

Number of shares after adjustment = Number of shares before adjustment x Ratio of split or consolidation

In addition, in the case of a merger/consolidation with any other company, corporate split or capital reduction of the Company, or in any other case similar thereto where an adjustment of the number of shares shall be required, in each case after the issue date of Stock Acquisition Rights, the number of shares to be issued or transferred upon exercise of each Common Stock Acquisition Right shall be appropriately adjusted to a reasonable extent.

The adjustment above shall be made only to those remain unexercised at the relevant time. If any fraction less than one share arises as a result of such adjustment, such fraction shall be discarded.

(4) Issue Price of Common Stock Acquisition Rights

No consideration shall be paid.

(5) Amount to be Paid In for Exercise of Common Stock Acquisition Rights

The amount to be paid in per share to be issued or transferred upon exercise of each Common Stock Acquisition Right (the "Exercise Price") shall be the amount 1.05 times of the higher price* between a) or b): a) the average of closing prices (each "Closing Price" including quotations) of Common Stock in the regular trading thereof on the Osaka Stock Exchange for all the trading days (excluding days on which there is no Closing Price) during the month preceding the month in which such Common Stock Acquisition Rights are issued; or b) the Closing Price on the trading day immediately prior to the issue date of such Common Stock Acquisition Rights (if there is no Closing Price on such date, the Closing Price on the immediately preceding trading day).
*Any fraction less than one yen arising as a result of such calculation shall be rounded up to the nearest one yen.

If the Company splits or consolidates its Common Stock after the issue date of Common Stock Acquisition Rights, the Exercise Price shall be adjusted according to the following formula, and any fraction less than one yen resulting from this adjustment shall be rounded up to the nearest one yen.
Exercise Price after adjustment
= Exercise Price before adjustment x 1 / Ratio of split or consolidation

In addition, in the case of a merger with any other company, corporate split or capital reduction of the Company, or in any other case similar thereto where an adjustment of Exercise Price shall be required, in each case after the issue date of Common Stock Acquisition Rights, the Exercise Price shall be appropriately adjusted to the extent reasonable.

(6) Exercise Period of Common Stock Acquisition Rights
From July 1, 2005 to June 30, 2009.

(7) Conditions for Exercise of Common Stock Acquisition Rights

1.Each Common Stock Acquisition Right shall not be exercised in part.

2. Each Stock Acquisition Right may not be exercised until the Closing Price of Common Stock in regular trading on the Stock Exchanges specified by the Board of Directors continues to exceed the amount 1.25 times the effective Exercise Price (any fraction less than one yen arising as a result of such calculation shall be rounded up to the nearest one yen) for any five consecutive trading days (excluding days on which there is no Closing Price) after the issue date of such Common Stock Acquisition Rights.

3. In the event that the general meeting of shareholders of the Company resolves to approve a) any merger agreement under which the Company shall cease to exist, or b) any share exchange agreement or share transfer under which the Company shall become a wholly-owned subsidiary of another company, any Stock Acquisition Right may not be exercised on and after the date of such merger, share exchange or share transfer.

4.Other conditions for exercise shall be determined by the Board of Directors of the Company.

(8) Cancellation of Common Stock Acquisition Rights

Not applicable.

(9) Restriction on Transfer of Common Stock Acquisition Rights

Transfer of Common Stock Acquisition Rights shall require an approval of the Board of Directors.

(10) Other Terms and Conditions

Allocations of Stock Acquisition Rights are determined by the following two conditions and other terms and conditions provided for in the Agreement relating to the Allocation of Stock Acquisition Rights, concluded between the Company and each individual who received such Stock Acquisition Rights ("Acquisition Rights Holder"), which details conditions deemed by the Board of Directors necessary to achieve the goals of the issuance of Stock Acquisition Rights.

1.In order to exercise Stock Acquisition Rights, the Acquisition Rights Holder must be a director, statutory auditor, executive officer or employee of the Company or any subsidiary or affiliated company thereof at the time of exercise. Provided, however, that when the Holder shall have retired following the completion of the term of office, or have reached the mandatory retirement age, or have retired due to other such legitimate reasons, this limitation shall not apply.

2.In case of the death of the Holder, the inheritor may exercise Stock Acquisition Rights in compliance with the terms and conditions in the Agreement relating to the Allocation of Stock Acquisition Rights.

Note: The issue of the stock acquisition rights mentioned above is subject to the approval by shareholders on issues of Common Stock Acquisition Rights to be obtained at the Company's 49th ordinary general meeting of shareholders scheduled for June 25, 2003.