Re Agreement

Toyota Motor Corporation
29 May 2002


           Notice Concerning Execution of Share Exchange Agreement

We hereby inform you that today, Toyota Motor Corporation ('TMC') and Toyota
Woodyou Home Corporation ('TWH') executed the share exchange agreement in
accordance with the share exchange memorandum dated February 27, 2002, under
which TWH will become a wholly owned subsidiary of TMC through a share exchange,
upon approval of the Board of Directors' meeting of the respective companies
held today.

 
1.  Schedule of Share Exchange 

    May 29, 2002                     Approval of the share exchange agreement by 
                                     the respective Board of Directors

                                     Execution of the share exchange agreement


    June 27, 2002                    TWH Ordinary General Shareholders' Meeting
    (scheduled)                      (to approve the share exchange agreement)

    September 24, 2002               Final trading day of TWH shares
    (scheduled)

    September 25, 2002               Delisting of TWH shares
    (Scheduled)

    October 1, 2002                  Date of share exchange
    (Scheduled)


(Note) In accordance with the provision of Paragraph 1, Article 358 (Simplified 
       Procedures for Share Exchange) of the Commercial Code, TMC will not make 
       a resolution on the share exchange at the shareholders' meeting.


2.  Share Exchange Ratio

Company name                        TMC              TWH
Share exchange ratio                 1              0.06

(Note) As there has been no material change to the preconditions of determining 
       the share exchange ratio, the exchange ratio remains unchanged as agreed 
       upon on March 27, 2002.


3.  Number of Shares of Treasury Stock Transferred in Connection with Share 
    Exchange

    Upon the share exchange, TMC will allot and deliver 693,659 shares of its 
    common stock held by TMC in place of issuance of new shares to the 
    shareholders of TWC (excluding TMC).

4.  Amounts of Share Capital and Additional Paid-in Capital to be Increased

    Share capital of TMC will not be increased by the share exchange. Amounts of 
    additional paid-in capital to be increased will be calculated by deducting 
    the total amount of the book value of the treasury stock to be transferred 
    from TMC to TWH from the product of (i) the net assets of TWH existing as of 
    the date of the share exchange and (ii) the ratio of the number of shares of 
    TWH to be transferred to TMC to the total number of outstanding shares of 
    TWH.



Please contact:  TMC, Public Affairs at     [phone]-6 (Tokyo Head Office) 
                                            (0565) 23-1520-4 (Head Office) 
                                            [phone]-3 (Nagoya)

                 TWH, Management Planning Division at
                                            [phone] (Tochigi)




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