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 At a meeting of the Board of Directors on June 24, 2005, Benesse Corporation passed a resolution determining the details of stock acquisition rights to be issued for the purpose of giving stock options, pursuant to Articles 280-20 and 280-21 of the Commercial Code of Japan and a special resolution of the Ordinary General Meeting of Shareholders held on June 24, 2005. Details are as follows:

[1] Reasons for Issue of Stock Acquisition Rights
The Company will issue stock acquisition rights gratis in accordance with the terms set out in [2] to directors, auditors, corporate executive officers, and employees of the Company, and directors and corporate executive officers of the Company’s subsidiaries, as an incentive to contribute towards the improvement of business performance, and to further increase the corporate value of the Company by linking the interests of individuals eligible for stock acquisition rights with those of shareholders.

[2] Terms of Issue of Common Stock Acquisition Rights

(1) Class and Number of Shares to be Issued or Transferred Upon Exercise of Stock Acquisition Rights:
435,000 shares of common stock

Provided, however, that if the number of shares to be issued or transferred upon exercise of each 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 stock acquisition rights to be issued.

(2) Total Number of Stock Acquisition Rights to be Issued:
4,350

The number of shares to be issued or transferred upon exercise of each 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 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 stock acquisition right shall be appropriately adjusted to the extent reasonable.

The adjustment above shall be made only to those shares to be issued or transferred for stock acquisition rights that 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 Stock Acquisition Rights:
Gratis.

(4) Date of Issue of Stock Acquisition Rights:
July 6, 2005 (Scheduled).

(5) Amount to be Paid Upon Exercise of Stock Acquisition Rights
The amount to be paid per share to be issued or transferred upon exercise of each stock acquisition right (the “exercise price”) shall be 1.05 times the amount 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 stock acquisition rights are issued; or b) the closing price on the trading day immediately prior to the issue date of such 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 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 stock acquisition rights, the exercise price shall be appropriately adjusted to the extent reasonable.

(6) Exercise Period of Stock Acquisition Rights
From July 1, 2007 to June 30, 2011.

(7) Conditions for Exercise of Stock Acquisition Rights:

1.Each 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 from the Osaka Stock Exchange or any other stock exchange clearly exceeds the Osaka Stock Exchange in the 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 1.10 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 stock acquisition rights.

3. In the event that the Ordinary 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 regarding the exercise of stock acquisition rights shall be subject to certain limitations as stipulated in the Stock Acquisition Right Agreement to be concluded between the Company and each person to whom stock acquisition rights are given.

(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 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 Stock Acquisition Rights Shall be Given:
8 directors, 4 auditors, 11 corporate executive officers (excluding corporate executive officers serving as directors concurrently), 5 employees of the Company, 6 directors and 2 corporate executive officers of the Company’s wholly owned domestic subsidiaries, and 3 directors of other subsidiaries, totaling 39 persons.

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

(12) Restriction on Transfer of Common Stock Acquisition Rights:
Transfer of stock acquisition rights shall require approval of the Board of Directors. Individuals eligible for stock acquisition rights may not transfer these rights (including as a bequest in a will), establish them as security rights or dispose of them using other means, pursuant to the Stock Acquisition Right Agreement to be concluded between the Company and each person to whom stock acquisition rights are given.

(13) Issue Schedule:
June 24, 2005: Board of Directors resolution on issue of stock acquisition rights
June 27, 2005: Filing of marketable securities registration statement with the Kanto Local Finance Bureau
July 6, 2005: Filing of notification of amendment to marketable securities registration statement with the Kanto Local Finance Bureau
July 6, 2005: Application date
July 6, 2005: Issue of common stock acquisition rights