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Benesse Corporation's Board of Directors today passed a resolution for the issue of stock acquisition rights for stock options pursuant to the regulations of Articles 236, 238 and 239 of the Company Law of Japan. The resolution is subject to approval at the 54th Ordinary General Meeting of Shareholders scheduled for June 22, 2008. Details are as follows:

[1] Reasons for Issuing Stock Acquisition Rights as Stock Options
The Company proposes issuing stock acquisition rights as set out in [2] to directors of the Company, 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 Stock Acquisition Rights

(1) Individuals Eligible for Stock Acquisition Rights:
Directors of the Company

(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 given (number of shares given) for the purpose of stock acquisition rights shall be 100 shares for each stock acquisition right.

Provided, however, that if after the 54th Ordinary General Meeting of Shareholders the Company splits (including gratis issues of common stock) or consolidates its common stock, the number of shares given for each stock acquisition right shall be adjusted according to the following formula:

Number of shares given after adjustment = Number of shares given 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 given shall be required after the 54th Ordinary General Meeting of Shareholders, the number of shares given 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 shall be 250,000 shares. However, in the event of adjustment to the number of shares given as detailed above, this figure shall be the number calculated by multiplying the maximum number of stock acquisition rights as shown in (3) below by the number of shares given after adjustment.

(3) Maximum Number of Stock Acquisition Rights to Be Issued:
2,500

(4) Amount to Be Paid In Exchange for Stock Acquisition Rights:
No payment shall be required in exchange for stock acquisition rights.

(5) Amount to Be Invested When Exercising Stock Acquisition Rights:
The amount to be invested upon exercise of each stock acquisition right shall be the amount to be paid for each share that can be given due to the exercise of stock acquisition rights (exercise price) multiplied by the number of shares given. The exercise price shall be 1.05 times the average closing price (each "closing price" including quotations) of the Company's common stock in the regular trading thereof on the Osaka Securities Exchange for all 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 the closing price on the trading day immediately prior to the issue date of stock acquisition rights (if there is no closing price on such date, the closing price on the immediately preceding trading day), whichever is higher. Any fraction less than one yen arising from such calculation shall be rounded up to the nearest one yen.

If the Company splits (including gratis issues of common stock) or consolidates its common stock after the issue date of stock acquisition rights, the exercise price shall be adjusted according to the following formula. 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, 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 exercise price shall be required after the issue date of stock acquisition rights, the exercise price shall be appropriately adjusted to the extent reasonable.

(6) Exercise Period for Stock Acquisition Rights:
The period prescribed by the Company's Board of Directors, beginning 2 years after the issue date for the stock acquisition rights and ending 10 years from the date the Board of Directors determines the offering terms.

(7) Conditions for Exercise of Stock Acquisition Rights:
1. Each stock acquisition right cannot be exercised in part.
2. Stock acquisition rights cannot be exercised until the closing price of the Company's common stock in regular trading on a securities exchange determined by the Board of Directors continues to at least equal the amount 1.05 times the effective exercise price (any fraction less than one yen arising from 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 approves any merger agreement under which the Company shall cease to exist, or the Ordinary General Meeting of Shareholders of the Company (or the Board of Directors where shareholder approval is not required) approves any share exchange agreement or share transfer under which the Company shall become a wholly owned subsidiary of another company, stock acquisition rights cannot 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 determined by the Board of Directors of the Company.

(8) Matters Concerning Increases in Capital and Additional Paid-in Capital in the Event That Shares Are Issued due to the Exercise of Stock Acquisition Rights:
(i) In the event that shares are issued due to the exercise of stock acquisition rights, capital shall increase by half the limit for increase in capital and other items calculated in accordance with Article 40-1 of Japanese GAAP. Any amount less than one yen arising from such calculation shall be rounded up to the nearest yen.
(ii) In the event that shares are issued due to the exercise of stock acquisition rights, additional paid-in capital shall increase by the amount remaining after deducting the increase in capital and other items prescribed in (i).

(9) Conditions for the Acquisition of Stock Acquisition Rights:
No conditions are provided for the acquisition of stock acquisition rights.

(10) Restrictions on the Acquisition of Stock Acquisition Rights due to Transfers:
Approval is required by resolution of the Company's Board of Directors for the acquisition of stock acquisition rights due to transfers.

(11) Others:
The Company shall conclude a Stock Acquisition Right Agreement with each eligible person when giving stock acquisition rights. This agreement sets forth the following and other conditions that the Company's Board of Directors has deemed reasonable based on the objectives of issuing the stock acquisition rights.
(i) Stock acquisition right holders must be a director, corporate auditor, corporate executive officer or employee of the Company or one of its subsidiaries or affiliates at the time of exercising their rights, except where such persons have retired on expiration of their term of office, upon reaching the mandatory retirement age or for other good reasons.
(ii) Notwithstanding (i), in the event of the death of the stock acquisition right holder, the estate of the deceased can exercise the stock acquisition rights in accordance with the conditions stipulated in the Stock Acquisition Right Agreement.