Notice Stock Options

Toyota Motor Corporation
23 June 2006

                                 (Translation)



To Whom It May Concern:



                                                                   June 23, 2006
                                                        Toyota Motor Corporation
                                               (Toyota Jidosha Kabushiki Kaisha)
                                    1, Toyota-cho, Toyota City, Aichi Prefecture



      Notice Concerning Granting Stock Options (Stock Acquisition Rights)



At a meeting held on June 23, 2006, the Board of Directors of Toyota Motor
Corporation ('TMC') determined the details of the terms and conditions of the
issuance of rights to subscribe for or purchase shares of TMC ('Stock
Acquisition Rights'), without consideration, for the purpose of granting stock
options, pursuant to Article 236, Article 238 and Article 239 of the Corporation
Act, and a resolution at the 102nd Ordinary General Shareholders' Meeting of
TMC, and we hereby inform you as follows.


The amount to be paid upon the exercise of Stock Acquisition Rights and other
undetermined matters are to be determined by the date on which the Stock
Acquisition Rights are allotted (which is currently scheduled on August 1,
2006).



1.  Reason for Issue of Stock Acquisition Rights without Consideration



In order to enhance enthusiasm and raise morale of Directors, Managing
Officers and employees, etc. of TMC and its affiliates, thereby improving
business performance and contribute to the strengthening of TMC's international
competitiveness.



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



3,176,000 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



31,760



The number of shares to be issued or transferred upon exercise of one (1)
Stock Acquisition Right (the 'Number of Shares 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, the Number of Shares Granted shall be adjusted according to the
following formula.


Number of shares         =     Number of shares        x      Ratio of split
after 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.  Number of Stock Acquisition Rights to be Granted and Number of Grantees
Thereof


        Number of Grantees            Number of Stock Acquisition Rights to be      Total Number of Stock
           (persons)                          Granted per Grantee               Acquisition Rights to be
                                                                                        Granted

Directors/Managing Officers/        Representative Directors, etc.:   400                  19,300
Executive Advisory                  Senior Managing Directors:        300
Engineers of TMC                    Managing Officers:                200
(79 persons)                        Executive Advisory Engineers:     100


Employees of TMC                    Senior General Managers and                            
(453 persons)                       General Managers:                  50                   9,900
                                    Senior Grade 1:                    20

Directors and employees,                               20-100                               2,560
etc. of TMC's affiliates
(74 persons)

Total (606 persons)                                       -                                31,760



The number of Stock Acquisition Rights to be allotted to each grantee (the
'Number of Stock Acquisition Rights to be Allotted') shall be determined on the
condition that the relevant grantee has submitted an application for
subscription of Stock Acquisition Rights in a number equal to or exceeding the
Number of Stock Acquisition Rights to be Allotted pursuant to Article 242,
Paragraph 2 of the Corporation Act, and if the number of Stock Acquisition
Rights the relevant grantee applies for subscription of is less than the Number
of Stock Acquisition Rights to be Allotted, the allotted number shall be the
number applied for by such grantee.



5.  Amount Paid for Issuance of Stock Acquisition Rights



No payment of money shall be required for the Stock Acquisition Rights
issued in accordance with the resolution of the meeting of the Board of
Directors.



6.  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 of the Stock
Acquisition Rights (if there is no transaction made on that day, then the
closing price of the latest date prior to the allotment date of the Stock
Acquisition Rights 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 of the
Stock Acquisition Rights, 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 after       =       Exercise Price before           x                      1
      adjustment                          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 of the Stock Acquisition
Rights, 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. However, no adjustment shall be made 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           newly issued         paid per share
                                                     shares           --------------------------------------
                                                                                Market price
                                                  ----------------------------------------------------------
                                                       Number of         +            Number of shares
                                                   outstanding shares                   newly issued



'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 classified stock is allotted without
consideration to the common shareholders, shares of other company are delivered
to the common shareholders as dividends, or in any other case similar thereto
where an adjustment of the Exercise Price shall be required, in each case after
the allotment date of the Stock Acquisition Rights, an appropriate adjustment
shall be made to the extent reasonable.



7.  Allotment Date of the Stock Acquisition Rights



August 1, 2006



8.  Exercise Period of the Stock Acquisition Rights



From August 1, 2008 to July 31, 2014



9.  Conditions of Exercise of Stock Acquisition Rights



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



(ii)   The grantee of the Stock Acquisition Rights must, at the time of the
closing of the Ordinary General Shareholder's Meeting to be held for the last
fiscal year ending within two (2) years after the closing of the 102nd Ordinary
General Shareholders' Meeting of TMC, be a Director, Managing Officer or an
employee, etc. of TMC or its affiliate to which he/she belongs at the time such
right is 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 right is granted.
However, if the grantee loses such position due to retirement or resignation for
his or her own 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 in the contracts to be
executed by and between TMC and the grantees of the Stock Acquisition Rights
pursuant to the resolution of the 102nd Ordinary General Shareholders' Meeting
and the resolution of a meeting of the Board of Directors.



10.    Events and Conditions of Acquisition of Stock Acquisition Rights by TMC



Stock Acquisition Rights may be acquired by TMC without consideration on
the day otherwise provided by the Board of Directors if a General Shareholders'
Meeting approves an agendum on a merger agreement in which TMC is to be
dissolved, or an agendum on a share exchange agreement or a share transfer by
which TMC will become a wholly-owned subsidiary of another company.





11.    Restriction on Transfer of Stock Acquisition Rights



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



12.    Matters concerning the Capital and Capital Reserve to be Increased due to
the Issuance 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
capital increase etc. 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 capital amount 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).



13.    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.



(Reference)



(1) Date on which the Board of Directors resolved to propose the issuance of
Stock Acquisition Rights to the Ordinary General Shareholders' Meeting



May 10, 2006



(2) Date on which the issuance of Stock Acquisition Rights was adopted by the
Ordinary General Shareholders' Meeting



June 23, 2006



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Contact: TMC, Public Affairs at 03-3817-91116 (Tokyo Head Office)
                                0565-23-15204 (Head Office)
                                052-952-34613 (Nagoya)


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