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 Benesse Corporation (the "Company") resolved at a meeting of its Board of Directors on July 23, 2004, the substance of stock acquisition rights to be issued for the purpose of granting stock options (the "Common Stock Acquisition Rights"), pursuant to Article 280-20 and 280-21 of the Commercial Code of Japan and the special resolution of its ordinary general meeting of shareholders held on June 25, 2004, as follows:

[1]Reason for Issue of Common Stock Acquisition Rights
The Company will issue 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) Class and Number of Shares to be Issued or Transferred upon Exercise of Common Stock Acquisition Rights:
240,000 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 (2) 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.

(2) Total Number of Common Stock Acquisition Rights to be Issued:
2,400

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.

(3) Issue Price of Common Stock Acquisition Rights:
No consideration shall be paid.

(4) Date of Issue of Common Stock Acquisition Rights:
August 2, 2004(Scheduled)

(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, 2006 to June 30, 2010.

(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 the Common Stock in regular trading on the Osaka Stock Exchange (if the Common Stock is de-listed on the Osaka Stock Exchange or any other stock exchange apparently exceed the Osaka Stock Exchange in a volume of trading thereof, the stock exchange with the largest volume of trading of the Common Stock among all the domestic stock exchanges on which the Common Stock has been listed at that time) continues to be equal to or exceed the amount 1.15 times the effective Exercise Price (if it is adjusted in accordance with (5), such adjusted 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.

(8) Cancellation of Stock Acquisition Rights:
Not applicable.

(9) The Proportion of the Issue Price of Common Stock to be Issued upon Exercise of Stock Acquisition Rights, which is to be Transferred to Capital:
The amount to be transferred to capital shall be the amount obtained by multiplying the Exercise Price (adjusted Exercise Price when it is adjusted pursuant to (5)) by 0.5, and any fraction less than one yen arising as a result of such calculation shall be rounded up to the nearest one yen.

(10) Persons to Whom Common Stock Acquisition Rights will be Allocated and the Number of Them:
6 directors, 12 corporate executive officers of the Company (excluding corporate executive officers serving as a director concurrently), 3 directors of the Company’s wholly owned subsidiaries, and 1 director of another subsidiary, totaling 22 persons, shall be allocated.

(11) Issue of Common Stock
Common stock shall only be issued to holders of Common Stock Acquisition Rights upon application.

(12) Restriction on Transfer of Common Stock Acquisition Rights:
Transfer of Common Stock Acquisition Rights shall require an approval of the Board of Directors.

(13) Issue Schedule:
July 23, 2004: Board of Directors resolution on issue of common stock acquisition rights
July 23, 2004: Filing of marketable securities registration statement with the Kanto Local Finance Bureau
August 2, 2004: Filing of notification of amendment to marketable securities registration statement with the Kanto Local Finance Bureau
August 2, 2004: Application date
August 2, 2004: Issue of common stock acquisition rights