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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. The resolution is subject to approval at the 54th Ordinary General Meeting of Shareholders scheduled for June 22, 2008.

In addition to monetary compensation to directors, the Company proposes to revise the giving of stock acquisition rights (stock options) as compensation to the Company's directors in consideration of various factors such as past give, providing for new directors and other factors, up to 250 million yen per year (including 100 million yen for independent directors), as detailed below. The 53rd Ordinary General Meeting of Shareholders on June 24, 2007 approved previous revisions to the giving of stock acquisition rights (stock options) as compensation to the Company's directors.

Details of stock acquisition rights to be given to directors 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
Up to 2,500 stock acquisition rights may be issued within one year of the Ordinary General Meeting of Shareholders for each fiscal 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 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 for directors each year shall be 250,000 shares.

However, in the event of adjustment to the number of shares given 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 given after adjustment.