Notice Stock Option

Toyota Motor Corporation
09 May 2007

                                 (Translation)



May 9, 2007



To Whom It May Concern:


Company Name:
     TOYOTA MOTOR CORPORATION
Name and Title of Representative:
     Katsuaki Watanabe, President
(Code Number: 7203
     Securities exchanges throughout Japan)
Name and Title of Contact Person:
     Takuo Sasaki
     General Manager, Accounting Division
     (Telephone Number: 0565-28-2121)




                Notice Concerning Stock Acquisition Rights for the

                          Purpose of Granting Stock Options



At a meeting held on May 9, 2007, the Board of Directors of Toyota Motor
Corporation ('TMC') resolved to propose an agenda asking for (i) the
authorization to issue rights to subscribe for or purchase shares of TMC ('Stock
Acquisition Rights') pursuant to Article 236 and 238 of the Corporation Act of
Japan without consideration, for the purpose of granting stock options, (ii) the
authorization to delegate to the Board of Directors the determination of the
terms and conditions of the offering of such rights pursuant to Article 239 of
the Corporation Act, and (iii) the approval of the calculation method to
determine the value of the Stock Acquisition Rights allotted to the Directors of
TMC as remuneration other than cash in accordance with the provisions of Article
361 of the Corporation Act.  The proposal will be presented at its 103rd
Ordinary General Shareholders' Meeting of TMC ('103rd Shareholders' Meeting') to
be held on June 22, 2007 and we hereby inform you as follows.  In addition, if
the agendum 'Election of Thirty (30) Directors' is approved at the same Ordinary
General Shareholders' Meeting, there will be thirty (30) Directors who will
receive allotment of the Stock Acquisition Rights, and the maximum number of
Stock Acquisition Rights to be allotted to the Directors of TMC shall be 10,200,
considering the number of Stock Acquisition Rights granted for the purpose of
existing stock options and other various factors.





1.   Reason for Issue of Stock Acquisition Rights without Consideration



TMC will issue Stock Acquisition Rights to Directors, Managing Officers and
employees, etc. of TMC and its affiliates in order to enhance enthusiasm and
raise morale for improving business performance and thereby contribute to
strengthening TMC's international competitiveness.





2.   Summary of Terms of Issue of Stock Acquisition Rights



(1)    Grantees of the Stock Acquisition Rights



Directors, Managing Officers and employees, etc. of TMC and its affiliates.



(2)    Type and Number of Shares to be Issued or Transferred upon Exercise of
Stock Acquisition Rights



Up to 3,500,000 shares of common stock of TMC.



Provided, however, that if the number of shares to be issued or transferred upon
exercise of each Stock Acquisition Right is adjusted in accordance with (3)
below, such number of shares to be issued or transferred shall be adjusted to
the number obtained by multiplying the number of shares after adjustment by the
total number of Stock Acquisition Rights to be offered.



(3)    Total Number of Stock Acquisition Rights



Up to 35,000


The number of shares for purposes of Stock Acquisition Rights shall be 100;
provided, however, that if TMC splits its shares (including the allotment of
common stock to shareholders without consideration; hereinafter the same shall
apply) or consolidates its shares after the allotment date of the Stock
Acquisition Rights ('Allotment Date'), the number of shares to be issued or
transferred upon exercise of each Stock Acquisition Right shall be adjusted
according to the following formula.




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



The adjustment above shall be made only to the unexercised rights remaining at
the relevant time. If any fraction less than one (1) share arises as a result of
such adjustment, such fraction shall be discarded.



(4)       Amount Paid for Issuance of Stock Acquisition Rights



No monetary payment shall be required for Stock Acquisition Rights for which the
determination of the terms and conditions of the offering can be delegated to
the Board of Directors, at this year's Ordinary General Shareholders' Meeting.



(5)       Amount of Assets to be Paid upon Exercise of Stock Acquisition Rights



The amount of assets to be paid upon exercise of each Stock Acquisition Right
shall be the amount obtained by multiplying the amount to be paid per share
issued or transferred upon exercise of Stock Acquisition Rights (the 'Exercise
Price') by the Number of Shares Granted. The Exercise Price shall be as follows.



The amount obtained by multiplying the closing price of TMC's common stock in
regular trading on the Tokyo Stock Exchange on the Allotment Date (if there is
no transaction made on that day, then the closing price of the latest date prior
to the Allotment Date 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.

In addition, the Exercise Price shall be adjusted as follows:





(i)   If TMC splits or consolidates its shares after the Allotment Date, the
Exercise Price 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.


    Exercise Price          =           Exercise Price              x                      1
   after adjustment                   before adjustment
                                                                                    Ratio of split
                                                                                  (or consolidation)



(ii)  If TMC issues common stock or sells treasury stock of the common stock at
a price below the market price after the Allotment Date, the Exercise Price
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. No
adjustment shall be made, however, in the event that Stock Acquisition Rights
are exercised.




  Exercise Price         Exercise Price            Number of      +    Number of shares   X    Amount to be
 after adjustment   =    before adjustment  X   outstanding shares         newly issued              paid
                                                                                                 per share
                                                                       ____________________________________
                                                                                 Market price
                                               ____________________________________________________________
                                                      Number of           +   Number of shares newly issued
                                                  outstanding shares





      'Number of outstanding shares' provided for in the above formula does not
include the number of shares held by TMC as treasury stock and in the case where
the treasury stock is to be sold, 'Number of shares newly issued' shall be read
as 'Number of shares of treasury stock to be sold.'



(iii) In the event that other class of stock is allotted without consideration
to the holders of common stock, shares of another company are delivered to the
holders of common stock of TMC as dividends, or in any other similar instance
where an adjustment of the Exercise Price is required, in each case after the
Allotment Date, an appropriate adjustment shall be made to the extent
reasonable.



(6)    Exercise Period of the Stock Acquisition Rights



From August 1, 2009 to July 31, 2015



(7)    Conditions of Exercise of Stock Acquisition Rights



(i)   Each Stock Acquisition Right may not be partially exercised.



(ii)  The grantees of the Stock Acquisition Rights must, at the time of the
closing of the Ordinary General Shareholders' Meeting to be held for the last
fiscal year ending within two (2) years after the closing of the 103rd
Shareholders' Meeting, be a Director, Managing Officer or an employee, etc. of
TMC or its affiliate to which he or she belongs at the time such rights are
granted.



(iii) The grantee of the Stock Acquisition Rights may exercise his or her Stock
Acquisition Rights for up to two (2) years after the grantee loses his or her
position as a Director, Managing Officer or an employee, etc. of TMC or its
affiliate to which the grantee belongs at the time such rights are granted.
However, if the grantee loses such position due to retirement of office or
resignation for personal reasons, or removal from office or dismissal, the Stock
Acquisition Rights will expire immediately.



(iv) Stock Acquisition Rights may not be inherited.



(v)  Other exercise conditions shall be provided for by the resolution of the
103rd Shareholders' Meeting and the resolution of the meeting of the Board of
Directors.



(8)   Events and Conditions of Acquisition of Stock Acquisition Rights by TMC



Stock Acquisition Rights may be acquired by TMC without consideration, on a date
that shall be provided by the Board of Directors, if the Ordinary General
Shareholders' Meeting approves a proposal on a merger agreement in which TMC
will be dissolved, or a proposal on a share exchange agreement or a share
transfer by which TMC will become a wholly-owned subsidiary of another company.



(9)    Restriction on Transfer of Stock Acquisition Rights



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



(10)  Matters concerning the Paid-in Capital and Additional Paid-in Capital to
be Increased due to the Issuance or Transfer of Shares upon Exercise of Stock
Acquisition Rights



(i)   Amount of capital to be increased due to the issuance of shares upon
exercise of the Stock Acquisition Rights shall be half of the maximum amount of
paid-in capital increase and others which is calculated in accordance with
Article 40, Paragraph 1 of the Corporation Accounting Regulations, and any
fraction less than one (1) yen arising therefrom shall be rounded up to the
nearest one (1) yen.



(ii)  Amount of additional paid-in capital to be increased due to the issuance
or transfer of shares upon exercise of the Stock Acquisition Rights shall be an
amount determined by subtracting the amount of paid-in capital to be increased
provided for in the immediately preceding paragraph (i) from the maximum amount
of capital increase set forth in the immediately preceding paragraph (i).



(11)  Handling of Fraction



In the case where the number of shares to be issued or transferred to the
grantee includes any fraction less than one (1) share, such fraction shall be
rounded down.



(12)  Calculation Method of the Fair Value of Stock Acquisition Rights



The fair value of the Stock Acquisition Rights shall be calculated by using the
Black-Scholes model based on the various conditions of the Allotment Date.





Reference:   The fair value of the Stock Acquisition Rights as of March 31,
2007, calculated in accordance with the Black-Scholes model, is 1,314 yen per
share.





(Note) The issuance of the Stock Acquisition Rights shall be subject to approval
of the proposal 'Issue of Stock Acquisition Rights without Consideration to
Directors, Managing Officers and Employees, etc. of TMC and its Affiliates' at
the 103rd Shareholders' Meeting scheduled to be held on June 22, 2007.  The
details of the issuance and granting of the Stock Acquisition Rights will be
decided at the resolution of the Board of Directors to be held after this year's
Ordinary General Shareholders' Meeting.




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