English translation) AGREEMENT CONCERNING ALLOCATION OF THE STOCK ACQUISITION RIGHTS OF SONY CORPORATION FOR THE FISCAL YEAR 2004

(English translation)

AGREEMENT CONCERNING
ALLOCATION OF THE STOCK ACQUISITION RIGHTS
OF SONY CORPORATION
FOR THE FISCAL YEAR 2004

SONY CORPORATION (hereinafter referred to as the “Corporation”) and ___________________ (hereinafter referred to as the “Qualified Person”) enter into this Agreement as follows in connection with allocation of the stock acquisition rights (hereinafter referred to as the “Stock Acquisition Rights”) to be issued by the Corporation pursuant to the provisions of the terms and conditions of the Stock Acquisition Rights (hereinafter referred to as the “Terms and Conditions”) set forth in the Exhibit 1 attached hereto and pursuant to the special resolution adopted at the 87th Ordinary General Meeting of Shareholders held on June 22, 2004 and the resolution adopted at the Meeting of the Board of Directors held on October 28, 2004:

Article 1 (Purpose)

The primary purpose of allocating the Stock Acquisition Rights to the Qualified Person is to enhance the willingness to contribute towards the advancement of Sony Group’s business performance and thereby advance such business performance by making the economic interest, which the Qualified Person will receive, correspond to the business performance of the Corporation.

Article 2 (Restrictions under Terms and Conditions of Stock Acquisition Rights and this Agreement)

The Stock Acquisition Rights shall be subject to the Terms and Conditions and, further, exercise or disposition of the Stock Acquisition Rights shall be subject to certain conditions and restrictions provided for in this Agreement (including the exhibits).

Article 3 (Allocation of Stock Acquisition Rights)

Pursuant to this Agreement, the Corporation allocates the following Stock Acquisition Rights to the Qualified Person in accordance with the following terms on the execution date of this Agreement (hereinafter referred to as the “Issue Date”).

	(1)	Number of the Stock Acquisition Rights allocated to the Qualified Person: _________________

	(2)	Class and number of shares to be issued or transferred upon exercise of each Stock Acquisition Right: 100 shares of common stock of the Corporation

In case that the Corporation splits or consolidates shares of common stock of the Corporation, the number of shares to be issued or transferred upon exercise of each Stock Acquisition Rights (hereinafter referred to as the “Number of Granted Shares”) shall be adjusted in accordance with the following formula:

Number		Number of		Ratio of split or
of Granted Shares	=	Granted Shares	x	consolidation
after adjustment		before Adjustment

Provided, however, that such adjustment shall be made only with respect to the Number of Granted Shares for which the Qualified Person has not exercised the Stock Acquisition Rights at the time of such adjustment. Any fraction less than one (1) share resulting from such adjustment shall be disregarded.

	(3)	Issue price of the Stock Acquisition Rights: No consideration shall be paid.

	(4)	Amount to be paid in per share to be issued or transferred upon exercise of the Stock Acquisition Rights (hereinafter referred to as the “Exercise Price”): ¥3,782

Provided, however, that the Exercise Price may be adjusted pursuant to the provision of the Terms and Conditions.

	(5)	Period during which the Stock Acquisition Rights may be exercised: As provided for in Exhibit 2 attached hereto

Article 4 (Corporation and its Shares)

	(1)	Trade name of the Corporation: SONY CORPORATION

	(2)	Classes of shares issued by the Corporation: Shares of Common Stock

		Shares of Subsidiary Tracking Stock (details as set forth in Exhibit 3 attached hereto)

	(3)	Number of shares issued by the Corporation:

		Shares of Common Stock 3,500,000,000 shares Shares of Subsidiary Tracking Stock 100,000,000 shares

	(4)	Number of shares constituting one (1) unit of shares: 100 shares

- 2 -

Article 5 (Restrictions on and Conditions for Exercise of Stock Acquisition Rights and Prohibition of Disposition)

1. Notwithstanding Item (5) of Article 3 above, one-third of the aggregate number of the Stock Acquisition Rights allocated to the Qualified Person (any fraction less than one (1) Stock Acquisition Right shall be disregarded) (hereinafter referred to as the “First Exercisable Portion”) is exercisable as from and including the commencement date of the period provided for in Item (5) of Article 3 (hereinafter referred to as the “Commencement Date of Exercisable Period”), half of the number of the Stock Acquisition Rights after deduction of the First Exercisable Portion from the aggregate number of the Stock Acquisition Rights allocated to such Qualified Person (any fraction less than one (1) Stock Acquisition Right shall be disregarded) (hereinafter referred to as the “Second Exercisable Portion”) is exercisable as from and including November 18, 2006 and the balance of the Stock Acquisition Rights after deduction of the First Exercisable Portion and the Second Exercisable Portion from the aggregate number of the Stock Acquisition Rights allocated to such Qualified Person is exercisable as from and including November 18, 2007.

2. In case that the Qualified Person forfeits either status as a director, corporate executive officer or employee of the Corporation or group companies of the Corporation (subsidiaries and affiliates of the Corporation as defined in the “Rules Concerning Terminology, Form and Method of Preparation of Financial Statements, etc. under the Japanese Securities and Exchange Law”, hereinafter collectively referred to as the “Sony Group Companies”) by falling under any of the following items, the exercise of the Stock Acquisition Rights shall be subject to the restrictions provided for in such following item; provided, however, that in no case any Stock Acquisition Rights may be exercised after the period provided for in Item (5) of Article 3.

(1) In case that the Qualified Person is subject to punitive dismissal or resignation under instruction pursuant to the rules of employment of the Corporation or the Sony Group Companies or removed from office:

The Qualified Person may not exercise the Stock Acquisition Rights on and after the day on which he/she forfeits the status as a director, corporate executive officer or employee of the Corporation or the Sony Group Companies (hereinafter referred to as the “Status Forfeit Date”);

(2) In case that the Qualified Person ceases to be a director, corporate executive officer or employee of the Corporation or the Sony Group Companies due to his/her own death:

The heir of the Qualified Person may exercise the Stock Acquisition Rights which are exercisable pursuant to Paragraph 1 of this Article as of the Status Forfeit Date (hereinafter referred to as the “Exercisable Stock Acquisition Rights”) until and including the day on which one (1) year after the Status Forfeit Date elapses subject to the provision of Article 7, but may not exercise the Stock Acquisition Rights which are not exercisable pursuant to Paragraph 1 of this Article as of the Status Forfeit Date (hereinafter referred to as the “Unexercisable Stock Acquisition Rights”) on and after the Status Forfeit Date; provided, however, that if the Corporation allows the heir of the Qualified Person to exercise the Unexercisable Stock Acquisition Rights, all of the Unexercisable Stock Acquisition Rights shall become exercisable on the Status Forfeit Date (or the Commencement Date of

- 3 -

Exercisable Period, if the Status Forfeit Date falls on a day before the Commencement Date of Exercisable Period) and the heir of the Qualified Person may exercise the Unexercisable Stock Acquisition Rights until and including the day on which one (1) year after the Status Forfeit Date elapses subject to the provision of Article 7; and

(3) In case that the Qualified Person forfeits the status as a director, corporate executive officer or employee of the Corporation or the Sony Group Companies due to any other events:

The Qualified Person may exercise the Exercisable Stock Acquisition Rights until and including the day on which one (1) year after the Status Forfeit Date elapses, but may not exercise the Unexercisable Stock Acquisition Rights on and after the Status Forfeit Date; provided, however, that if the Corporation allows the Qualified Person to exercise the Unexercisable Stock Acquisition Rights, all of the Unexercisable Stock Acquisition Rights shall become exercisable on the Status Forfeit Date (or the Commencement Date of Exercisable Period, if the Status Forfeit Date falls on a day before the Commencement Date of Exercisable Period) and the Qualified Person may exercise the Unexercisable Stock Acquisition Rights until and including the day on which one (1) year after the Status Forfeit Date elapses.

3. The Qualified Person may not exercise the Stock Acquisition Rights in any of the following cases:

(1)	In case that the Qualified Person works for a competitor of the Corporation or of any of the Sony Group Companies as such competitor’s officer, employee or consultant, and the Representative Corporate Executive Officer of the Corporation determines not to permit the exercise by such Qualified Person of the Stock Acquisition Rights allocated to such Qualified Person.

(2)	In case that the Qualified Person is regarded to have performed any act of disloyalty against the Corporation or any of the Sony Group Companies.

(3)	In case that the Qualified Person violates any provision of this Agreement.

4. The Qualified Person may not be authorized to transfer, pledge or otherwise dispose of all or part of the Stock Acquisition Rights.

Article 6 (Procedures for Exercising Stock Acquisition Rights)

Procedures for exercising the Stock Acquisition Rights shall be provided for in the Terms and Conditions and Exhibit 2 attached hereto, and in addition, detailed matters concerning such procedures shall be provided for in the “Guide to the Sony Stock Option Program” separately provided by the Corporation and delivered to the Qualified Person by the Corporation no later than the Commencement Date of Exercisable Period.

Article 7 (Inheritance of Stock Acquisition Rights)

1. In case that the Qualified Person dies, the heir of such Qualified Person may, pursuant to this Article, other provisions of this Agreement and conditions to be provided separately by the Corporation, succeed to and exercise the outstanding Stock Acquisition Rights;

- 4 -

provided, however, that the heir of such Qualified Person may not exercise the Stock Acquisition Rights if such Qualified Person has given a prior written notice to the Corporation in the form prescribed by the Corporation to the effect that such Qualified Person does not allow the heir to exercise the Stock Acquisition Rights. In case that the Qualified Person dies after he/she forfeits the status as a director, corporate executive officer or employee of the Corporation or the Sony Group Companies due to any events provided for in each Item of Article 5, Paragraph 2 (excluding Items (2)), the heir of such Qualified Person may exercise the Stock Acquisition Rights during the period from and including such Qualified Person’s Status Forfeit Date to and including the day on which the exercisable period provided for in the said each Item elapses, to the extent that such Qualified Person may exercise as provided for in the said each Item; provided, however, that in no case any Stock Acquisition Rights may be exercised after the period provided for in Item (5) of Article 3.

2. In case that there are more than one heir of the Qualified Person, the heirs must designate one heir to succeed to the Stock Acquisition Rights (hereinafter referred to as the “Successor”).

3. In case that the Successor dies, any heir of the Successor may not exercise the Stock Acquisition Rights.

4. Heirs of the Qualified Person must, in cooperation, file with or submit to the Corporation the following matters and documents immediately after the commencement of the inheritance:

(1) Certified copy of family register, etc. (Those issued within three (3) months or less are required);

(2) Seal registration certificate of the heirs (Those issued within three (3) months or less are required);

(3) Legacy division agreement or any other similar document necessary to certify the division of the legacy;

(4) Document to verify the name and address of the Successor or in case that the Successor resides outside Japan, his/her contact address in Japan; and

(5) Any other matters or documents designated by the Corporation.

5. In case that no agreement in respect of the division of the legacy is reached between or among the heirs of the Qualified Person, heirs of the Qualified Person shall forthwith designate their representative and notify the Corporation to such effect. In such case, the representative of the heirs shall file with or submit to the Corporation the matters and documents mentioned in the preceding Paragraph as soon as an agreement is reached.

6. Each provision, excluding this Article, of this Agreement shall be applicable to the Successor to the extent of their meaning.

Article 8 (Issue of Certificate for Stock Acquisition Rights)

The Qualified Person shall not request the Corporation to issue certificates for the Stock Acquisition Rights.

- 5 -

Article 9 (Taxes and Expenses)

The Qualified Person shall pay all taxes or other governmental charges, which may be imposed in connection with the exercise of the Stock Acquisition Rights, at such Qualified Person’s own expense and responsibility. This shall apply to all costs and expenses that may arise in connection with the exercise of the Stock Acquisition Rights.

Article 10 (Compliance with Securities and Exchange Law, Etc.)

1. The Qualified Person shall, in selling the shares of common stock of the Corporation, which such Qualified Person has acquired upon exercise of the Stock Acquisition Rights, comply with the Securities and Exchange Law of Japan, any other applicable laws and regulations including the matters agreed upon in Article 11, and the Rules for Prevention of Xxxxxxx Xxxxxxx established by the Corporation.

2. The Qualified Person shall, in selling the shares of common stock of the Corporation, which such Qualified Person has acquired upon exercise of the Stock Acquisition Rights, confirm in advance with the Investor Relations Office of the Corporation (or any other department of the Corporation in charge of such matters at the time), whether or not such sale will contravene Articles 166 and/or 167 (provisions relating to xxxxxxx xxxxxxx) of the Securities and Exchange Law of Japan.

Article 11 (Restrictions under the U.S. Securities Act)

The Qualified Person hereby understands and agrees to the following representations, and warrants and covenants for the benefit of the Corporation:

(1) Absence of Registration in the United States of America

Neither the Stock Acquisition Rights nor the shares of common stock of the Corporation issuable or transferable upon exercise of the Stock Acquisition Rights have been registered pursuant to the U.S. Securities Act of 1933 (hereinafter referred to as the “Securities Act”), nor shall such registration be made in the future; no such securities shall be offered or sold in the U.S.A. or to, or for, or for the benefit of U.S. persons except pursuant to an exemption from registration under the Securities Act.

(2) Limitation on Sale of Shares of Common Stock of the Corporation

The shares of common stock of the Corporation issued or transferred upon exercise of the Stock Acquisition Rights may not be offered, sold, encumbered or otherwise disposed (including those by depositing the same with any depositary), except (i) on the Tokyo Stock Exchange, Inc., where no sales commission other than ordinary brokerage commission is paid and neither the selling person nor any of his or her agent engages in a directed selling effort in the U.S.A.; (ii) in compliance with the exemption from registration under the Securities Act in accordance with Rule 144 (if applicable); (iii) in the case of mortgage, if such mortgage is given to a Japanese financial institution in Japan and such institution sells the shares of common stock of the Corporation which are subject to such mortgage outside the U.S.A.; or (iv) pursuant to any other applicable exemption from registration under the Securities Act with the consent of the Corporation.

- 6 -

Article 12 (Compliance with Foreign Laws and Regulations)

1. If it is necessary for the reason that the Qualified Person is deemed a resident of any country other than Japan or for any other reason so that, pursuant to any laws or regulations (including those of any country other than Japan) applicable to such Qualified Person, such Qualified Person or the Corporation shall be required to perform or comply with certain procedures for allocating, holding or exercising the Stock Acquisition Rights thereunder, such Qualified Person shall notify the Corporation in advance of the necessity to perform or comply with such procedures and the contents thereof, and perform or comply with such procedures that are required to be performed or complied with by such Qualified Person himself or herself, and request the Corporation to perform or comply with the procedures that are required to be performed or complied with by the Corporation (hereinafter referred to as the “Corporation’s Procedures”). In case that the request shall be made by the Qualified Person for the Corporation to perform or comply with the Corporation’s Procedures, the Corporation shall independently consider the necessity for the performance or compliance, and, if the Corporation shall come to the conclusion that it is necessary to do so, it shall perform or comply with the Corporation’s Procedures.

2. The Qualified Person shall pay for all expenses, which may arise in connection with the procedures provided for in the immediately preceding paragraph, and shall keep the Corporation fully indemnified against all such costs, expenses and damages, which may arise or which the Corporation may incur in connection with such procedures.

Article 13 (Amendment to This Agreement and Treatment of Matters Not Provided for in This Agreement)

1. If it is found out that this Agreement is not in compliance with the Commercial Code, the Securities and Exchange Law, the Income Tax Law, the Corporation Tax Law or any other related laws or regulations of Japan, or if this Agreement becomes not in compliance therewith as a result of amendments thereto which become effective after the conclusion of this Agreement, the Corporation may, with notice to the Qualified Person, adequately establish, amend or eliminate the subject provisions.

2. With respect to matters not provided for in this Agreement or the “Guide to the Sony Stock Option Program”, such matters shall be determined by consultation in good faith between the Corporation and the Qualified Person. In the event that the Qualified Person rejects such consultation, or in the event that such consultation fails to bring an agreement, such matters shall be decided by the Corporation.

Article 14 (Manner of Notice)

Notices by the Corporation to the Qualified Person under the Terms and Conditions and this Agreement shall be made in any of the following manners:

- 7 -

	(1)	delivering (including mailing) a written notice to the address of the Qualified Person set forth in the register of Stock Acquisition Rights;

	(2)	sending documents to the Qualified Person at his/her department in the Corporation (including the Sony Group Companies) or sending electronic data to the e-mail address of the Qualified Person at the Corporation (including the Sony Group Companies); or

	(3)	giving notice on the web site of the Corporation (including the Sony Group Companies).

Article 15 (Governing Law and Jurisdiction)

This Agreement shall be governed by and construed in accordance with the laws of Japan. The Tokyo District Court shall have the exclusive jurisdiction for settling any and all disputes that arises under or in connection with this Agreement.

IN WITNESS WHEREOF, two (2) original of this Agreement have been prepared and executed by seal impressions or signatures by the Corporation and the Qualified Person, each party retaining one (1) original.

November 18, 2004

	SONY CORPORATION
	0-00, Xxxxxxxxxxxxx 0-xxxxx, Xxxxxxxxx-xx,
	Xxxxx


	By:	________________________________
		Xxxxxxxx Xxxx Representative Corporate Executive Officer, Chairman and Group CEO


	QUALIFIED PERSON

	By:	________________________________
		Name: Address:

- 8 -

(English translation)

Exhibit 1

TERMS AND CONDITIONS OF THE SEVENTH SERIES OF
STOCK ACQUISITION RIGHTS
FOR SHARES OF COMMON STOCK OF SONY CORPORATION

These terms and conditions of the stock acquisition rights shall apply to the Seventh Series of Stock Acquisition Rights for Shares of Common Stock (hereinafter referred to as the “Stock Acquisition Rights”) of SONY Corporation (hereinafter referred to as the “Corporation”) issued on November 18, 2004 by the Corporation in accordance with the special resolution adopted at the 87th Ordinary General Meeting of Shareholders held on June 22, 2004 and the resolution adopted at the Meeting of the Board of Directors held on October 28, 2004:

1. Aggregate Number of		14,242
Stock Acquisition Rights

2. Class and Number of		100 shares of common stock of the Corporation
Shares to be Issued or
Transferred upon Exercise
of Each Stock Acquisition
Right

3. Adjustment of Number		(1) In the case that the Corporation splits or consolidates the shares of common stock
of Shares to be Issued or		of the Corporation, the number of shares to be issued or transferred upon exercise of
Transferred upon Exercise		each Stock Acquisition Right (hereinafter referred to as the “Number of Granted
of Each Stock Acquisition		Shares”) shall be adjusted in accordance with the following formula:
Right

Number		Number of		Ratio of split or
of Granted Shares	=	Granted Shares	x	consolidation
after adjustment		before Adjustment

(2) An adjustment to the Number of Granted Shares under the immediately preceding item shall be made only with respect to the Number of Granted Shares for the Stock Acquisition Rights which have not been exercised at the time of the adjustment. Any fraction less than one (1) share resulting from the adjustment shall be disregarded.

(3) The effective date of the Number of Granted Shares after adjustment shall be the same day as the date on which the Exercise Price after adjustment becomes effective as provided for in item (2) of Condition 7 with regard to the adjustment of the Exercise Price pursuant to Condition 7 for the same reason as the adjustment of the Number of Granted Shares.

(4) When the Number of Granted Shares is adjusted, the Corporation shall give notice of necessary matters to each holder of the Stock Acquisition Rights registered in the register of Stock Acquisition Rights, no later than the day immediately preceding the effective date of the Number of Granted Shares after adjustment; provided, however, that if the Corporation is unable to give such notice no later than the day immediately preceding such effective date, the Corporation shall promptly give such notice on or after such effective date.

4. Issue Price of Stock	The Stock Acquisition Rights are issued without the payment to the Corporation of
Acquisition Rights	any consideration.

5. Issue Date of Stock	November 18, 2004
Acquisition Rights

6. Exercise Price of Stock	The amount to be paid in per share to be issued or transferred upon exercise of the
Acquisition Rights	Stock Acquisition Rights (the “Exercise Price”) is initially • yen.

7. Adjustment of Exercise	(1) In the case that the Corporation splits or consolidates the shares of common stock
Price	of the Corporation after the issue date of the Stock Acquisition Rights, the Exercise
	Price shall be adjusted in accordance with the following formula, and any fraction
	less than one (1) yen resulting from the adjustment shall be rounded up to the nearest
	one (1) yen:

		Exercise Price after adjustment	=	Exercise Price before adjustment	×	1 _________________ Ratio of split or consolidation




	(2) In the case that the Exercise Price is adjusted pursuant to the immediately
	preceding item, the effective date of the Exercise Price after adjustment shall be as
	set forth below:

	The Exercise Price after adjustment shall become effective, in the case of a stock
	split, on and after the day immediately following the allocation date for such stock
	split, and in the case of a stock consolidation, on and after the day immediately
	following the expiration date of the period provided for in paragraph 1 of Article 215
	of the Commercial Code of Japan; provided, however, that in the case that the
	Corporation splits the shares of common stock of the Corporation on condition that
	an agenda on transferring profits available for dividends to stated capital is approved
	by an Ordinary General Meeting of Shareholders of the Corporation and the
	allocation date for such stock split falls on any day prior to the conclusion date of
	such General Meeting of Shareholders, the Exercise Price after adjustment shall, on
	the date immediately after the conclusion date of such General Meeting of
	Shareholders, become effective retroactively from the date immediately after the
	allocation date.

	In the case provided for in the proviso above, shares of common stock of the
	Corporation in such number as calculated in accordance with the following formula
	shall be issued or transferred to the holders of the Stock Acquisition Rights who
	exercise the Stock Acquisition Rights from the day immediately following the
	allocation date for the stock split up to the conclusion date of the relevant General
	Meeting of Shareholders. (The number of shares to be initially issued or transferred
	upon such exercise of the Stock Acquisition Rights shall be hereinafter referred to as
	the “Number of Initial Shares before Approval”). In this case, any fraction less than
	one (1) share resulting from such calculation shall be disregarded.

Number of shares to be additionally issued or transferred	=		Exercise Price before adjustment	—	Exercise Price after adjustment	×	Number of Initial Shares before Approval
Number of shares to be additionally issued or transferred
		Exercise Price after adjustment

	(3) In addition to the cases in item (1) of this Condition where the Exercise Price is
	required to be adjusted, the Exercise Price shall be adjusted in a manner deemed to
	be appropriate by the Corporation in the following cases.

	(i)	When the Exercise Price is required to be adjusted due to a merger, corporate split or capital reduction of the Corporation.

	(ii)	In addition to item (i) above, when the Exercise Price is required to be adjusted due to the occurrence of an event that cause or may cause a change in the total number of the issued shares of common stock of the Corporation.

		(4) When the Exercise Price is adjusted, the Corporation shall give notice of
		necessary matters to each holder of the Stock Acquisition Rights registered in the
		register of Stock Acquisition Rights, no later than the day immediately preceding the
		effective date of the Exercise Price after adjustment; provided, however, that if the
		Corporation is unable to give such notice no later than the day immediately preceding
		such effective date, the Corporation shall promptly give such notice on or after such
		effective date.

8. Period during which		From and including November 18, 2005 to and including November 17, 2014. If the
Stock Acquisition Rights		last day of such period falls on a holiday of the Corporation, the immediately
May be Exercised		preceding business day shall be the last day of such period.

9. Conditions for Exercise		(1) Each Stock Acquisition Right may not be exercised in part.
of Stock Acquisition
Rights		(2) If a share exchange or a share transfer by which the Corporation becomes a
		wholly-owned subsidiary of another company is approved at the General Meeting of
		Shareholders of the Corporation, the holders of the Stock Acquisition Rights may not
		exercise the Stock Acquisition Rights on and after the effective date of such share
		exchange or share transfer.

10. Restrictions under the		Neither the Stock Acquisition Rights nor the shares of common stock of the
U.S. Securities Act and		Corporation issuable or transferable upon exercise of the Stock Acquisition Rights
Other Matters		have been registered pursuant to the U.S. Securities Act of 1933 (hereinafter referred
		to as the “Securities Act”), nor shall such registration be made in the future; no such
		securities shall be offered or sold in the U.S.A. or to, or for, or for the benefit of U.S.
		persons except pursuant to an exemption from registration under the Securities Act.
		The shares of common stock of the Corporation issued or transferred upon exercise
		of the Stock Acquisition Rights may not be offered, sold, encumbered or otherwise
		disposed (including those by depositing the same with any depositary), except (i) on
		the Tokyo Stock Exchange, where no sales commission other than ordinary
		brokerage commission is paid and neither the selling person nor any of his or her
		agent engages in a directed selling effort in the U.S.A.; (ii) in compliance with the
		exemption from registration under the Securities Act in accordance with Rule 144 (if
		applicable); (iii) in the case of mortgage, if such mortgage is given to a Japanese
		financial institution in Japan and such institution sells the shares of common stock of
		the Corporation which are subject to such mortgage outside the U.S.A.; or (iv)
		pursuant to any other applicable exemption from registration under the Securities Act
		with the consent of the Corporation.

11. Mandatory		Not applicable.
Cancellation of Stock
Acquisition Rights

12. Restrictions on		The Stock Acquisition Rights are non-transferable, unless such transfer is expressly
Transfer of Stock		approved by the Board of Directors of the Corporation.
Acquisition Rights

13. Application for		(1) In the case of exercise of the Stock Acquisition Rights, the holder of the Stock
Exercise of Stock		Acquisition Rights shall fill in necessary matters on the “Application Form for
Acquisition Rights and		Exercise of the Stock Acquisition Rights” in the form designated by the Corporation,
Manner of Payment		and shall submit such application form (including application for exercise of the
		Stock Acquisition Rights in an electromagnetic manner) to the place where
		applications for exercise of the Stock Acquisition Rights are made as provided for in
		Condition 14, after affixing his or her name and seal or signature (including
		electronic signature) thereon. If certificates for the Stock Acquisition Rights to be

		exercised are issued, the certificates shall be submitted together with the
		“Application Form for Exercise of the Stock Acquisition Rights”. The “Application
		Form for Exercise of the Stock Acquisition Rights” shall be accepted at the place
		where applications for exercise of the Stock Acquisition Rights are made only on a
		business day at such place.

		(2) The entire amount of the Exercise Price of the shares of common stock of the
		Corporation to be paid in upon exercise of the Stock Acquisition Rights (hereinafter
		referred to as the “Amount of Payment”) shall be paid in cash to an account
		designated by the Corporation (hereinafter referred to as the “Designated Account”)
		at the payment handling place provided for in Condition 15 at or before the date and
		time designated by the Corporation.

		(3) Any holder of the Stock Acquisition Rights who has submitted the documents
		required for exercise of the Stock Acquisition Rights to the place where applications
		for exercise of the Stock Acquisition Rights are made, may not cancel such exercise
		thereafter.

14. Place where		Corporate Human Resources (or any division in charge of the relevant service from
Applications for Exercise		time to time) of Sony Corporation.
of Stock Acquisition
Rights are Made

15. Payment Handling		The head office of Sumitomo Mitsui Banking Corporation (or any successor bank of
Place on Exercise of Stock		such bank from time to time and/or any successor office of such office).
Acquisition Rights

16. Effective Date and		(1) The exercise of the Stock Acquisition Rights shall become effective when the
Time of Exercise of Stock		“Application Form for Exercise of the Stock Acquisition Rights” referred to in item
Acquisition Rights		(1) of Condition 13 and the certificates for the Stock Acquisition Rights to be
		exercised (if issued), that are accepted at the place where applications for exercise of
		the Stock Acquisition Rights are made, are delivered to the payment handling place
		provided for in Condition 15 and the Amount of Payment is duly paid to the
		Designated Account.

		(2) The Corporation shall deliver the share certificates without delay after the
		procedure for exercise of the Stock Acquisition Rights is completed; provided,
		however, that the Corporation shall not deliver share certificates for shares
		constituting less than one (1) full unit of shares.

17. Calculation of		With respect to the initial payment of annual dividends or cash distribution as
Dividend on Shares		provided for in Article 293-5 of the Commercial Code of Japan (interim dividends)
		on shares of common stock of the Corporation issued or transferred upon exercise of
		the Stock Acquisition Rights, such shares shall be deemed to have been issued or
		transferred, in case that the Stock Acquisition Rights are exercised during the period
		from April 1 to September 30 in any year, on April 1 of that year, and in the case that
		the Stock Acquisition Rights are exercised during the period from October 1 in any
		year to March 31 of that year, on October 1 of the relevant year.

18. Portion of Issue Price		The portion of the issue price of a shares to be issued upon exercise of the Stock
of Shares to be Issued		Acquisition Rights which will not be accounted for as stated capital shall be the
upon Exercise of Stock		amount obtained by reducing the amount which will be accounted for as stated
Acquisition Rights which		capital from the Exercise Price (if the Exercise Price is adjusted under Condition 7,
will not be Accounted for		the Exercise Price after adjustment). The amount to be accounted for as stated
as Stated Capital		capital shall be the amount obtained by multiplying the Exercise Price (if the
		Exercise Price is so adjusted, the Exercise Price after adjustment) by 0.5, and any
		fraction less than one (1) yen resulting from such calculation shall be rounded up to
		the nearest one (1) yen.

19. Issue of Certificates for		Certificates for the Stock Acquisition Rights shall be issued only when a holder of

Stock Acquisition Rights		the Stock Acquisition Rights requests the Corporation to issue such certificates for
		Stock Acquisition Rights.

20. Loss of Certificates for		(1) In the case that any holder of the Stock Acquisition Rights that has lost a
Stock Acquisition Rights		certificate for any Stock Acquisition Right notifies the Corporation of its certificate
		number and the reason for such loss and other matters and requests the issue and
		delivery of a replacement certificate for such Stock Acquisition Right together with a
		certified copy of the final judgment of nullification of the subject lost certificate, the
		Corporation may issue and deliver a replacement certificate for such Stock
		Acquisition Right.

		(2) In the case of destruction or defacement of a certificate for any Stock Acquisition
		Right, the holder of such destroyed or defaced certificate for such Stock Acquisition
		Right shall request the issue and delivery of a replacement certificate for such Stock
		Acquisition Right by submitting such destroyed or defaced certificate to the
		Corporation. In such case, the Corporation shall issue and deliver a replacement
		certificate for such Stock Acquisition Right in exchange for such destroyed or
		defaced certificate for such Stock Acquisition Right; provided, however, that the
		provision above for loss of a certificate for a Stock Acquisition Right shall apply
		mutatis mutandis when it is difficult to determine whether such destroyed or defaced
		certificate for such Stock Acquisition Right is genuine or not.

21. Expenses of Delivery		In the case of the issue and delivery of a replacement certificate for a Stock
of Replacement		Acquisition Right, the Corporation shall collect the actual expenses required therefor
Certificates for Stock		from the person who so requested.
Acquisition Rights

22. Handling of Matters		In the case that the Corporation abolishes the unit share system after the issue date of
Relating to Abolition of		the Stock Acquisition Rights, the Corporation may take necessary measures for
Unit Share System		handling the related matters thereto in a manner deemed as appropriate by the
		Corporation in accordance with the provisions of the Commercial Code of Japan and
		consistent with these terms and conditions.

(English translation)

Exhibit 2 (Tax Ineligible)

Set forth below are the provisions concerning the conditions and restrictions of exercise or disposition of the Stock Acquisition Rights provided for in Article 2 of the Agreement Concerning Allocation of the Stock Acquisition Rights of Sony Corporation for the fiscal year 2004 (hereinafter referred to as the “Agreement”) and the period during which the Stock Acquisition Rights may be exercised, which is provided for in Item 5 of Article 3 of the Agreement. Unless otherwise provided for, the terms used in this Exhibit 2 shall have the same meaning as used in the Agreement.

1. (Period during which the Stock Acquisition Rights may be exercised)

The Qualified Person may exercise the Stock Acquisition Rights during the period from and including November 18, 2005 to and including November 17, 2014 (if the last day of such period falls on a holiday of the Corporation, the immediately preceding business day shall be the last day of such period, subject to the restriction of exercise provided for in Paragraph 1 of Article 5 of the Agreement.).

2. (Method of delivery of share certificates)

The shares that the Qualified Person acquires upon exercise of the Stock Acquisition Rights shall be delivered through the account which the Qualified Person opens in his/her name at a sales office or a business office of a securities company, etc. for custody of the shares with respect to the stock option pursuant to the arrangements for delegation of custody of the shares entered into between the Corporation and such securities company, etc. Information on such securities company, etc. is described in the “Guide to the Sony Stock Option Program” provided for in Article 6 of the Agreement.

(English translation)

Exhibit 3

Details of the shares of Subsidiary Tracking Stock provided for in Item 2 of Article 4 of the Agreement Concerning Allocation of the Stock Acquisition Rights of Sony Corporation (hereinafter referred to as the “Corporation”) for the Fiscal Year 2004 shall be as follows:

(1) In the event that the Board of Directors of Sony Communication Network Corporation (hereinafter referred to as “SCN”) resolves to submit to its ordinary general meeting of shareholders a proposed appropriation of retained earnings including the payment of dividends for the accounting period of SCN ending on or immediately prior to the last day of an accounting period of the Corporation (or, in a case where SCN is a corporation having committees as provided for in the Law for Special Exceptions to the Commercial Code concerning Audit, etc. of Kabushiki-Kaisha (hereinafter referred to as the “Audit Special Exceptions Law”), in the event that SCN’s Board of Directors approves such proposed appropriation of retained earnings), the Corporation, for such accounting period of the Corporation, shall pay to the holders and/or the registered pledgees of the shares of Subsidiary Tracking Stock (hereinafter referred to as the “Shares of Subsidiary Tracking Stock”) whose names appear on the register of shareholders as of the close of the last day of each accounting period, the smaller amount of the following (i) or (ii) as dividends per share of Subsidiary Tracking Stock (hereinafter referred to as the “Dividends for Subsidiary Tracking Stock”) with priority to the payment of dividends to the holders and/or the registered pledgees of shares of Common Stock of the Corporation whose names appear on the register of shareholders as of the close of the last day of each accounting period:

(i) The amount obtained by multiplying the amount of dividends per share of Common Stock of SCN (hereinafter referred to as the “Shares of Common Stock of SCN”) under the relevant proposed appropriation of retained earnings by the Standard Ratio (initially 0.01, which Ratio shall be subject to adjustment pursuant to (13) below) as of the end of the relevant accounting period; provided, however, that if the amount of the Interim Dividends for Subsidiary Tracking Stock (as defined below) paid for the relevant accounting period is less than the amount provided for in the principal provision of (2) below, the amount of such shortfall shall be added thereto.

(ii) The amount obtained by multiplying one hundred thousand yen (100,000 yen) by the Standard Ratio mentioned above; provided, however, that if the Interim Dividends for Subsidiary Tracking Stock are paid for the relevant accounting period, the amount of such payment shall be deducted therefrom (hereinafter referred to as the “Maximum Dividend Amount of Subsidiary Tracking Stock”).

(2) In the event that SCN’s Board of Directors resolves to pay interim dividends with respect to the most recent record date for payment of SCN’s interim dividends on or before September 30 every year (hereinafter referred to as the “Record Date for Interim Dividends”), the Corporation shall pay to the holders and/or the registered pledgees of the Shares of Subsidiary Tracking Stock, whose names appear on the register of shareholders as of the close of such Record Date for

Interim Dividends, a cash distribution (referred to as the “Interim Dividends for Subsidiary Tracking Stock”) per share of Subsidiary Tracking Stock in an amount obtained by multiplying the amount of the interim dividends per share of the Common Stock of SCN resolved by SCN’s Board of Directors by the Standard Ratio as of such Record Date for Interim Dividends, with priority to the holders and/or the registered pledgees of Common Stock of the Corporation whose names appear on the register of shareholders as of the close of such Record Date for Interim Dividends; provided, however, that the amount of such Interim Dividends for Subsidiary Tracking Stock to be paid shall not exceed the amount obtained by multiplying one hundred thousand yen (100,000 yen) by the Standard Ratio as of the relevant Record Date for Interim Dividends.

(3) Although the Dividends for Subsidiary Tracking Stock are not paid for a certain accounting period because SCN’s Board of Directors has not resolved to submit a proposed appropriation of retained earnings including the payment of dividends to its ordinary general meeting of shareholders (or, in a case where SCN is a corporation having committees as provided for in the Audit Special Exceptions Law, because SCN’s Board of Directors has not approved such proposed appropriation of retained earnings), the Corporation may pay dividends to the holders and/or the registered pledgees of the Common Stock of the Corporation.

(4) If the amount of the Dividends for Subsidiary Tracking Stock paid with respect to a certain accounting period is less than the amount determined pursuant to (i) of (1) above, such shortfall shall be cumulated as dividends for subsequent periods (hereinafter referred to as the “Cumulative Unpaid Dividends”) and the Corporation shall pay to the holders and/or the registered pledgees of Subsidiary Tracking Stock the Cumulative Unpaid Dividends subject to the Maximum Dividend Amount of Subsidiary Tracking Stock as its maximum amount, with priority to the payment of the Dividends for Subsidiary Tracking Stock and dividends to the holders and/or the registered pledgees of Common Stock for each subsequent accounting period. Any unpaid amount of the Cumulative Unpaid Dividends shall be cumulated as the Cumulative Unpaid Dividends for subsequent periods. In case of the new issuance of the Shares of Subsidiary Tracking Stock, the amount equivalent to the Cumulative Unpaid Dividends shall be regarded as the Cumulative Unpaid Dividends to such newly issued Shares of Subsidiary Tracking Stock. If any Cumulative Unpaid Dividends are paid for a certain accounting period, the Dividends for Subsidiary Tracking Stock shall be determined subject to the amount obtained by deducting such paid Cumulative Unpaid Dividends from the Maximum Dividend Amount of Subsidiary Tracking Stock as the Maximum Dividend Amount of Subsidiary Tracking Stock as provided for in (ii) of (1) above.

(5) No additional dividends other than the Dividends for Subsidiary Tracking Stock shall be paid with respect to the Shares of Subsidiary Tracking Stock.

(6) In distributing the residual assets, as long as they include the Shares of Common Stock of SCN, the Corporation shall distribute to the holders and/or the registered pledgees of Subsidiary Tracking Stock, per share of the Subsidiary Tracking Stock, the number of Shares of Common Stock of SCN obtained by multiplying one (1) by the Standard Ratio as of the distribution date of the residual assets, or the amount obtained by way of disposition of such Shares of Common

Stock of SCN (the costs required for the disposition shall be deducted therefrom), with priority to the distribution of any residual assets to the holders and/or the registered pledgees of Common Stock of the Corporation. No additional distribution of residual assets other than those prescribed above shall be made with respect to the Shares of Subsidiary Tracking Stock.

(7) The Corporation may, at any time, purchase the Shares of Subsidiary Tracking Stock and retire them at the purchase price of such shares with the profit distributable as dividends to shareholders.

(8) The Corporation may compulsorily retire all the Shares of Subsidiary Tracking Stock on any date following the third anniversary of June 20, 2001 and determined by the Board of Directors of the Corporation or the Corporate Executive Officer to whom the determination has been delegated by a resolution of the Board of Directors of the Corporation by paying per share of the Subsidiary Tracking Stock, the amount equivalent to the Standard Market Price (as defined below) of the Shares of Subsidiary Tracking Stock to the holders and/or the registered pledgees of the Subsidiary Tracking Stock, with its profit distributable as dividends to shareholders or in accordance with provisions concerning capital reduction.

(9) The Corporation may compulsorily convert, on any date following the third anniversary of June 20, 2001 and determined by the Board of Directors of the Corporation or the Corporate Executive Officer to whom the determination has been delegated by a resolution of the Board of Directors of the Corporation, each Share of Subsidiary Tracking Stock into the shares of Common Stock of the Corporation in the number obtained by dividing the number obtained by multiplying the Standard Market Price (as defined below) of the Shares of Subsidiary Tracking Stock by 1.1 by the Standard Market Price (as defined below) of the shares of Common Stock of the Corporation; provided, however, that such conversion shall be implemented only in cases where the Common Stock of the Corporation is listed on or registered at the stock exchange or over-the-counter market as prescribed in the Articles of Incorporation of the Corporation (hereinafter referred to as the “Stock Exchange”).

(10) The “Standard Market Price” shall mean the average of the closing prices of the relevant shares on the Stock Exchange determined in the method prescribed in the Articles of Incorporation.

(11) The Corporation shall, without delay, compulsorily retire all the Shares of Subsidiary Tracking Stock or compulsorily convert them into the shares of Common Stock of the Corporation pursuant to (8) and (9) above if any of the following events occur; provided, however, that such compulsory retirement or compulsory conversion shall be made without delay on any day after the occurrence of any of the following events and determined by the Board of Directors of the Corporation to resolve such compulsory retirement or compulsory conversion or the Corporate Executive Officer to whom the determination has been delegated by a resolution of the Board of Directors of the Corporation notwithstanding (8) and (9) above:

(i) SCN disposes of, by way of transfer or otherwise, those assets with value not less than eighty percent (80%) of the consolidated total assets on SCN’s consolidated balance sheet

(or the total assets on SCN’s balance sheet if SCN does not prepare a consolidated balance sheet) for the most recent accounting period or those businesses where the consolidated net sales on SCN’s consolidated income statement (or the net sales on SCN’s income statement if SCN does not prepare a consolidated income statement) for the most recent accounting period is anticipated to decrease not less than eighty percent (80%); provided, however, that the disposition of such assets or businesses to a company whose issued shares are all, directly or indirectly, owned by SCN are excluded;

(ii) SCN ceases to be a subsidiary of the Corporation;

(iii) a situation continues for at least three (3) months where the total number of the Shares of Common Stock of SCN directly owned by the Corporation are less than the number obtained by multiplying the total number of the Shares of Subsidiary Tracking Stock by the Standard Ratio;

(iv) SCN makes a resolution to dissolve;

(v) SCN files a petition in bankruptcy or other similar procedure, or a declaration of bankruptcy or other similar court decision is made with respect to SCN; or

(vi) an event that falls within the requirements for the delisting or the cancellation of registration of the Shares of Subsidiary Tracking Stock occurs at all the Stock Exchanges where the Shares of Subsidiary Tracking Stock are listed or registered.

(12) The Corporation shall, without delay, compulsorily retire all the Shares of Subsidiary Tracking Stock or compulsorily convert them into the Shares of Common Stock of the Corporation pursuant to (8) and (9) above if the listing or registration of the shares of Common Stock of SCN on a Stock Exchange is approved; provided, however, that such compulsory retirement or compulsory conversion shall be made on the day immediately preceding the day of such listing or registration or on any prior day determined by the Board of Directors of the Corporation or the Corporate Executive Officer to whom the determination has been delegated by a resolution of the Board of Directors of the Corporation notwithstanding (8) and (9) above. The Corporation may compulsorily retire all the Shares of the Subsidiary Tracking Stock on the day of such listing or registration or on any prior day determined by the Board of Directors of the Corporation or the Corporate Executive Officer to whom the determination has been delegated by a resolution of the Board of Directors of the Corporation by delivering per share of the Subsidiary Tracking Stock, the Shares of Common Stock of SCN in the number obtained by multiplying one (1) by the Standard Ratio as of such day or determined day, with its profit distributable as dividends to the shareholders or in accordance with the provisions concerning capital reduction.

(13) The Standard Ratio shall be adjusted in accordance with the method prescribed in the Articles of Incorporation of the Corporation in cases where the Shares of the Subsidiary Tracking Stock are to be issued at a price less than the market price, the Shares of the Common Stock of SCN are to be issued at a price less than the market price, or otherwise prescribed in the Articles of Incorporation.

(14) The Corporation may consolidate or split the shares of Common Stock of the Corporation and/or the Shares of Subsidiary Tracking Stock. The Corporation may grant the shareholders of Common Stock the right to subscribe for shares of Common Stock and/or the shareholders of Subsidiary Tracking Stock the right to subscribe for Shares of Subsidiary Tracking Stock. The Corporation may make stock splits with respect to the shares of Common Stock and the Shares of Subsidiary Tracking Stock at the same time in different split ratios. In addition, the Corporation may grant the shareholders of Common Stock the right to subscribe for shares of Common Stock and the shareholders of Subsidiary Tracking Stock the right to subscribe for Shares of Subsidiary Tracking Stock at the same time on different terms.

(15) Details with respect to the Shares of Subsidiary Tracking Stock shall be subject to the details prescribed in the Articles of Incorporation of the Corporation.

Document Metadata

Table of Contents

English translation) AGREEMENT CONCERNING ALLOCATION OF THE STOCK ACQUISITION RIGHTS OF SONY CORPORATION FOR THE FISCAL YEAR 2004

Document Metadata