Share Acquisition Rights

Toyota Motor Corporation
13 May 2002


To Whom It May Concern:

                                                                    May 13,2002 
                                                        Toyota Motor Corporation 
                                               (Toyota Jidosha Kabushiki Kaisha)
                                    1, Toyota-cho, Toyota City, Aichi Prefecture

Notice Concerning Stock Option (Share Acquisition Right)

At its meeting held on May 13, 2002, the Board of Directors of Toyota Motor 
Corporation ('TMC') resolved to propose an agenda asking for authorization to 
issue share acquisition rights without consideration, for the purpose of 
granting stock options, pursuant to Article 280-20 and Article 280-21 of the 
Commercial Code. The proposal will be presented at its FY2002 Ordinary General 
Shareholders' Meeting to be held on June 26, 2002 and we hereby inform you as 
follows.

1. Reason for Issue of Share Acquisition Rights without Consideration

TMC will issue rights ('Share Acquisition Rights') to subscribe for or purchase 
shares of TMC to directors and employees of TMC and its affiliates in order to 
enhance enthusiasm and raise morale for improving business performance and 
thereby contribute to strengthen TMC'S international competitiveness.

2. Summary of Terms of Issue of Share Acquisition Rights

(1) Class and Number of Shares to be Issued or Transferred upon Exercise of 
    Share Acquisition Rights

    Up to 2,200,000 shares of common stock of TMC.

    If TMC splits or consolidates the shares, the number of shares to be issued 
    or transferred upon exercise of each Share Acquisition Right shall be 
    adjusted according to the following formula. However, such adjustment shall
    be made only to those shares with respect to the Share Acquisition Rights 
    remaining unexercised at the relevant time, and any fraction less than one 
    (1) share arising as a result of such adjustment shall be discarded.

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

(2) Total Number of Share Acquisition Rights to be Issued

    Up to 22,000 (the number of shares to be issued or transferred upon exercise 
    of one Share Acquisition Right shall be 100; provided, however, that in case 
    the number of shares is adjusted pursuant to (1) above, such adjustment 
    shall prevail.)

(3) Issue Price of Share Acquisition Rights

    No consideration shall be paid at the time of issuance of the Share 
    Acquisition Rights.

(4) Amount to be Paid upon Exercise of Share Acquisition Rights

    The amount obtained by multiplying the closing price of the TMC'S common 
    stock in regular trading on the Tokyo Stock Exchange on August 1, 2002 (if 
    there is no transaction made on that day, then the closing price of the 
    latest date prior to August 1, 2002 on which a transaction was made) by 
    1,025, and any fraction less than one (1) yen arising therefrom shall be 
    rounded up to the nearest one (1) yen.

    If TMC splits or consolidates the shares on or after August 1, 2002, the 
    amount to be paid shall be adjusted according to the following formula, and 
    any fraction less than one (1) yen arising therefrom shall be rounded up to 
    the nearest one (1) yen.
                                                                    1
    Amount to be           Amount to be                       ----------------      
      paid after     =     paid before           x             Ratio of split 
      adjustment           adjustment                        (or consolidation)

    In addition, if new shares are issued or treasury stock is sold at a price 
    below the market price on or after August 1, 2002, the amount to be paid 
    shall be adjusted according to the following formula, and any fraction less 
    than one (1) yen arising therefrom shall be rounded up to the nearest one 
    (1) yen. However, no adjustment shall be made in case of the exercise of 
    Share Acquisition Rights, transfer of treasury stock in accordance with a 
    resolution of past Ordinary General Shareholders' Meetings pursuant to 
    Paragraph 2, Article 210-2 of the former Commercial Code or exercise of the 
    outstanding rights to subscribe for new shares.

                                            Number of           Number of shares    Amount to be
 Amount to be         Amount to be paid     outstanding    +    newly issued     x   paid per share 
  paid after      -   before adjustment  x  shares             --------------------------------------
 adjustment                                                     share price before issue of new shares
                                            ----------------------------------------------------------
                                            Number of          +        Number of shares increased
                                        outstanding shares              by issue of new shares


     'Number of outstanding shares' provided for in the above formula does not include the number of shares 
      held by TMC as treasury stock.

(5) Exercise Period of the Share Acquisition Rights 

    From August 1, 2004 to July 31, 2008

(6) Conditions of Exercise of Share Acquisition Rights

  (i)  Upon voluntary retirement, age limit retirement, employment transfer or
       death of a grantee of the Share Acquisition Right, the exercise of such 
       right will be handled as follows:

     • In case of voluntary retirement, age limit retirement or employment 
       transfer: the rights granted to the grantee will be exercisable for up to
       6 months following his/her voluntary retirement, age limit retirement or 
       employment transfer
     • In case of death: the rights granted to the grantee shall become void at 
       the time of his/her death.

  (ii) Other conditions shall be provided for in the contracts to be executed 
       between TMC and the grantees of the Share Acquisition Rights pursuant to 
       the resolution of the Ordinary General Shareholders' Meeting of this year 
       and the resolution of a meeting of the Board of Directors.

(7) Events and Conditions of Cancellation of Share Acquisition Rights

  (i)  Share Acquisition Rights may be cancelled without consideration upon 
       approval by an Ordinary General Shareholders' Meeting of an agendum on a 
       merger agreement in which TMC is a company to be dissolved, and an 
       agendum on a share exchange agreement or a share transfer by which TMC 
       will become a wholly-owned subsidiary.

  (ii) TMC may cancel the Share Acquisition Rights without consideration if the 
       grantee of the Share Acquisition Rights becomes no longer qualified to 
       exercise such rights pursuant to the provision provided for in (i) or 
      (ii) of (6) above.

(8) Restriction on Transfer of Share Acquisition Rights

    Transfer of Share Acquisition Rights shall be subject to an approval of the 
    Board of Directors.

(Note) The above resolution shall be conditional upon the agendum 'Issue of 
       Share Acquisition Rights without Consideration to Directors and 
       Employees, Etc., of TMC and its Affiliates' being approved at the FY2002
       Ordinary General Meeting of Shareholders scheduled to be held on 
       June 26, 2002.

                      This information is provided by RNS
            The company news service from the London Stock Exchange
             QOBKKKPD