Expansion of Incentive Plan

Toyota Motor Corporation
18 May 2001

 
                                                                     May 16,2001
                                                        Toyota Motor Corporation
                                               (Toyota Jidosha Kabushiki Kaisha)
                                     1 Toyota-cho, Toyota City, Aichi Prefecture

                    Expansion of Incentive Plan's Scope

Since August 1997, Toyota Motor Corporation ('TMC') has introduced the incentive
plan by granting stock options to the directors of TMC under the Commercial
Code. We have now expanded the scope of recipients who are eligible for being
granted the stock options and have decided to newly include the senior managers
in addition to the directors. In connection with this change, we have also
decided to introduce a new incentive plan for the executives of TMC'S overseas
subsidiaries and affiliated companies.

1. Outline of stock option (for more details, please see the attachment) under  
   the Commercial Code  

1. Details
 
(1)     Method                Granting of the stock options by way of repurchase
                              of its shares in accordance with Article 210-2 of 
                              the Commercial Code.


(2)     Recipients            58 Directors and 432 employees of TMC among those 
                              who are qualified for the position of a senior    
                              general manager or senior grade 1


(3)    Number of shares       Each Director will be granted a maximum of 15,000 
       to be granted          shares and a minimum of 5,000 shares. Each        
                              employee will be granted 2,000 shares.

       
(4)     Exercise price        The closing price on the Tokyo Stock Exchange on  
                              the date of grant of options multiplied by 1.025.

(5)     Date of grant of 
        options               August 1, 2001

(6)     Exercise period 
        of options            Four years from the day of grant of options.

2. Reason for Introduction    To make Directors and Employees interested in 
                              and determined to improve TMC'S performance and   
                              enhance TMC'S international competitiveness.

(Note)     The above resolution shall be conditional upon the agendum           
           'Acquisition of treasury shares for award to Toyota Directors and 
           Employees' being approved at the 97th Ordinary General Shareholders'
           Meeting scheduled to be held on June 27, 2001 (Wednesday).

II.  Outline of incentive plan to be applied to the local executive of TMC's
     overseas subsidiaries and affiliated companies.

1.   Details of the incentive plan

   (1)  Method                To use the warrant securities detached from the 
                              warrant bond (scheduled)
 
   (2)  Recipients            Approximately 50 persons among the directors,
                              executive officers and executive staffs of TMC's
                              overseas subsidiaries and affiliated companies
                              (excluding, those who are the recipients of the   
                              stock options provided in I. above)

   (3)  Number of new shares  2000 shares per person
        which can be acquired 
        by the exercise of 
        warrants

The 'exercise price', 'date of grant of warrants' and 'exercise period' are
scheduled to be handled in accordance with the above stock option plan.

2.  Reason for Introduction     To make local executives of TMC's overseas
                                subsidiaries and affiliated companies interested
                                in and determined to improve TMC's performance  
                                and enhance TMC's international competitiveness.

(Note)  Details are scheduled to be decided at the meeting of the Board of
Directors of TMC to be held in the future.