Propose Agenda for Issuance of Stock Options
(Stock Acquisition Rights)

Nikon Corporation (the "Company") hereby gives announcement that at a meeting of the Board of Directors held today, pursuant to the stipulations in Article 280-20 and Article 280-21 of the Commercial Code, a proposal to grant Stock Acquisition Rights as Stock Options was passed to place at the 140th Ordinary General Shareholder's Meeting of the Company to be held on June 29, 2004, as set forth below.

1. Reasons for Issuing Stock Acquisition Rights upon Especially Favorable Terms

   Stock Acquisition Rights will be granted to Directors, Member of the Board, and Executive Officers of the Company with the aim of further increasing the motivation and morale.
   To issue the Stock Acquisition Rights as stock options, the Stock Acquisition Rights shall be issued without receipt of consideration as stated in Article 2(4). The Amount to be paid upon Exercise of Stock Acquisition Rights shall be based on the market value as stated in Article 2(5).

2. Summary of the Issuance of Stock Acquisition Rights

   (1)	Grantees of the Stock Acquisition Rights Directors, Member of the Board and Executive Officers of the Company
   (2)	Type and Number of Shares subject to Stock Acquisition Rights Up to 210,000 shares of the Company's common stock Provided that the Company makes a split or reverse split of its common stock after the issue of the Stock Acquisition Rights, the Number of shares subject to Stock Acquisition Rights shall be adjusted in accordance with the following formula. However, this adjustment shall be made only for the Number of shares subject to Stock Acquisition Rights not exercised or extinguished at that time (discarding fractions less than one share). Number of shares after adjustment = Number of shares before adjustment × ratio of split or reverse split Further, if any unavoidable event requires adjustment of the Number of shares subject to Stock Acquisition Rights, such as a capital reduction, merger or corporate split after the issuance, the total Number of shares subject to the Stock Acquisition Rights shall, after adjustment of the Number of shares subject to Stock Acquisition Rights to a reasonable extent in consideration of the terms and conditions, etc. of such capital reduction, merger or corporate split, be adjusted appropriately.
   (3)	Total Number of Stock Acquisition Rights Up to 210 Stock Acquisition Rights The Number of shares subject to each Stock Acquisition Right shall be 1,000. In case the adjustment stated in 2(2) is made, this Stock Acquisition Rights shall be adjusted in same way.
   (4)	Issue Price of Stock Acquisition Rights The Stock Acquisition Rights shall be issued without receipt of consideration.
   (5)	Amount to be paid upon Exercise of each Stock Acquisition Right The amount to be paid upon exercise of each Stock Acquisition Right shall be the amount calculated by multiplying the amount paid per share (the "Exercise Price") as calculated below by the Number of shares subjected to Stock Acquisition Rights stated in 2(3). The Exercise Price shall be the amount equaling 105% of the average of the closing price (the "Closing Price") in regular transactions of the Company's Common Stock on the Tokyo Stock Exchange on each day (excluding any day on which there is no Closing Price or no trading) in the month preceding the month in which the date of issuance of Stock Acquisition Rights falls (any amount below 1 yen shall be rounded up to the nearest 1 yen). In the event that the amount resulting from the calculation above is less than the Closing Price of the date of issuance of Stock Acquisition Rights (if there is no Closing Price on that day, the Closing Price on the immediately preceding day), the relevant Closing Price shall be the Exercise Price. If the Company makes a split or reverse split of its common stock after the issuance of the Stock Acquisition Rights, the Exercise Price shall be adjusted in accordance with the following formula and any amounts below 1 yen accruing as a result of such adjustment shall be rounded up to the nearest 1 yen. If the Company issues new shares or disposes its treasury stock at the price less than the market value of its common stock (excluding exercise of Stock Acquisition Rights, exercise of option to purchase shares pursuant to the provisions set forth in 5-2 of the bylaw of the Commercial Code amended as of April 1, 2002 and Article 221 Section 2 of the Commercial Code [request for sale of fractional voting unit stocks]) after the issuance of the Stock Acquisition Rights, the Exercise Price shall be adjusted in accordance with the following formula and any amounts below 1 yen accruing as a result of such adjustment shall be rounded up to the nearest 1 yen. The"Number of previously issued shares" in the above formula shall mean the total number of outstanding shares of the Company less the total number of the treasury stocks held by the Company, and in the case of disposition of the treasury stocks, the "Number of newly issued shares" shall be read as the "Number of treasury stocks to be disposed," and "Market value before issuance of new shares" shall be read as the "Market value before disposition." If any unavoidable event requires adjustment of the exercise, such as a capital reduction, merger or corporate split, the Exercise Price shall be adjusted to a reasonable extent in consideration of the terms and the conditions, etc. of such capital reduction, merger or corporate split.
   (6)	Exercise period of Stock Acquisition Rights From June 30, 2006 to June 29, 2014
   (7)	Terms and conditions of Stock Acquisition Rights [1] Any Stock Acquisition Rights may not be partly exercised [2] If the Grantee loses his/her position as either a director or an officer of the Company, the Grantee shall exercise upon the Agreement on Allotment of Stock Acquisition Rights of New Share agreed between the Company and Grantees pursuant to the resolutions of this Ordinary General Shareholders' Meeting and the meeting of the Board of Directors for issuance of Stock Acquisition Rights. [3] In the event of the Grantee's death, the Grantee's heir may succeed and exercise the unexercised Stock Acquisition Rights upon the Agreement on Allotment of Stock Acquisition Rights of New Share. [4] In other condition above, the Agreement on Allotment of Stock Acquisition Rights of New Share shall provide.
   (8)	Events and Conditions for Cancellation of Stock Acquisition Rights The Company may, at any time, cancel any unexercised Stock Acquisition Right that has been acquired and held by the Corporation, without consideration.
   (9)	Restriction of Transfer of Stock Acquisition Rights Transfer of any Stock Acquisition Rights shall require an approval by the Board of Directors of the Company.

• *Upon shareholders' approval of the resolution above at the 140th Ordinary General Shareholders' Meeting to be held on June 29, 2004, the details of issuance and allotment of the Stock Acquisition Rights shall be determined by a resolution of the Board of Directors of the Company to be held after such meeting of shareholders.