Notice Stock Option

Toyota Motor Corporation
08 May 2008

                                 (Translation)



May 8, 2008


                                        
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 8, 2008, 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 Articles 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 104th
Ordinary General Shareholders' Meeting of TMC ('104th Shareholders' Meeting') to
be held on June 24, 2008 and we hereby inform you as follows.  In addition, if
the agendum 'Election of 30 Directors' is approved at the 104th Shareholders'
Meeting, there will be 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 10,100, considering the number of
Stock Acquisition Rights granted for the purpose of existing stock options and
other various factors.


1.   Reason for Issuance 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 Issuance 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 3,700,000 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 issued.

(3)    Total Number of Stock Acquisition Rights

Up to 37,000

The number of shares to be issued or transferred upon exercise of each Stock
Acquisition Right (the 'Number of Shares to be Granted') 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 Granted shall be adjusted
according to the following formula.




 Number of Shares to be       =      Number of Shares to be          x               Ratio of split
Granted after adjustment                 Granted before                            (or consolidation)
                                           adjustment



The adjustment above shall be made only to the unexercised Stock Acquisition
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 of such rights can be
delegated to the Board of Directors at the 104th Shareholder's Meeting.



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



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 to be 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      outstanding shares        newly issued              paid
                                                                                                 per share
                    =                      X                                       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, 2010 to July 31, 2016



(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 104th
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
104th 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 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 is approved at an Ordinary General Shareholders' Meeting.



(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 Capital Reserve to be Increased
due to the Issuance of Shares upon Exercise of Stock Acquisition Rights



(i)   Amount of paid-in 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 capital reserve to be increased due to the issuance 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 in the
immediately preceding paragraph (i) from the maximum amount of increase in
paid-in capital 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 on the Allotment Date.



Reference:  The fair value of the Stock Acquisition Rights as of March 31, 2008,
calculated in accordance with the Black-Scholes model, is 680 yen per share.



(Note) The issuance of the Stock Acquisition Rights shall be subject to approval
of the proposal 'Issuance of Stock Acquisition Rights for the Purpose of
Granting Stock Options' at the 104th Shareholders' Meeting scheduled to be held
on June 24, 2008.  The details of the issuance and granting of the Stock
Acquisition Rights will be decided at the meeting of the Board of Directors to
be held after the104th Shareholders' Meeting.




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