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Benesse Corporation's Board of Directors today passed a resolution concerning the revision of amount and other details of stock options as compensation for the Company's directors and corporate auditors. The resolution is subject to approval at the 53rd Ordinary General Meeting of Shareholders scheduled for June 24, 2007.

The current maximum annual compensation for directors and corporate auditors is 400 million yen and 80 million yen, respectively. These figures were respectively approved by the 41st and 52nd Ordinary General Meetings of Shareholders on June 27, 1995 and on June 25, 2006. In addition to these amounts, the Company proposes to revise the granting of stock acquisition rights (stock options) as compensation in consideration for various factors such as the increase in the number of directors, reserve for the newly appointed directors and auditors, past performance and other factors, up to 250 million yen per year for directors (including 100 million yen for independent directors), and 30 million yen per year for corporate auditors.

Details of stock acquisition rights to be granted to directors and corporate auditors are shown below. Other information concerning these stock acquisition rights not contained herein can be viewed in a separate press release also announced today titled, Notice Concerning the Issue of Stock Acquisition Rights (Stock Options).

(1) Total number of stock acquisition rights to be issued
Directors: up to 2,500 per year
Corporate auditors: up to 300 per year

(2) Class and number of shares to be issued for stock acquisition rights
The class of shares shall be the Company's common stock and the number of shares to be granted (number of shares granted) for the purpose of stock acquisition rights shall be 100 shares for each stock acquisition right.

Provided, however, that if after the 53rd Ordinary General Meeting of Shareholders the Company splits (including gratis issues of common stock) or consolidates its common stock, the number of shares granted for each stock acquisition right shall be adjusted according to the following formula:

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

In addition, if the Company merges with another company, conducts a corporate split or capital reduction, or in any other case similar thereto where an adjustment of the number of shares granted shall be required after the 53rd Ordinary General Meeting of Shareholders, the number of shares granted shall be appropriately adjusted to the extent reasonable. Fractional shares resulting from such adjustment shall be discarded.

The maximum total number of shares to be issued for the purpose of stock acquisition rights for directors and corporate auditors each year shall be 250,000 and 30,000 shares, respectively.

However, in the event of adjustment to the number of shares granted as detailed above, these figures shall be the number calculated by multiplying the maximum number of stock acquisition rights as shown in (1) above by the number of shares granted after adjustment.