2000

Sept.29, 2000

Introduction of stock option plan based on the issue of warrant bonds

 At the meeting of the Board of Directors held today, we resolved to introduce a stock option plan based on the issue of warrant bonds intended for directors and employees of the Company and selected directors, officers and employees of its selected subsidiaries in Japan and overseas.

The 54th business term that ended in March 2000 was the second consecutive year of negative growth in both sales and income. It was a very difficult time for us. In the meantime, we initiated an organized effort a couple of years ago to strengthen our financial position by reducing interest-bearing debt, disposing of our non-performing assets and adding more value to our mainstay products such as bearings and motors.

Our effort bore fruit, and we have now reached a stage where we should implement strategies for further growth. Given where we stand, we have prepared and announced a 3 year-mid-term management plan embracing aggressive investments. A skeleton of the plan is shown below. Please visit our web site at http://www.minebea.co.jp/ for details.

In order to fulfill the 3 year-mid-term management plan, which functions as a guideline for the Minebea Group to become the world's premier comprehensive supplier of high-precision components, it is essential for all members of the Minebea Group to share the awareness that how each member conducts day-to-day business eventually affects the Company's business performance and stock price. It is also important to lift up morale for carrying out medium- and long-term plans and enhancing our corporate value.

We have introduced the stock option plan as part of our attempt to give incentive to the selected members of the Minebea Group. We have set the exercise price at 1,350 yen (increased by 7% from yesterday's closing price of 1,261 yen) and the period of exercise of warrants to be for two years from May 20, 2003 to September 30, 2005 as stipulated in the memorandum between the Company and the Optionee of the Minebea Group.

In Japan one out of six listed companies and the unlisted companies stocks of which are registered in the over-the-counter stock market collectively has presently adopted a stock option plan. It seems that in most cases optionees of stock options are limited to executive members such as directors.

However, the Company has decided to grant the privilege to section managers or equivalents and those members in higher positions in the forefront of manufacturing, sales, and administration. With the aim of improving consolidated business performance of the Minebea Group, we have included selected executive members of our subsidiaries in the U.S., Europe, and Asia as optionees of the privilege, making the total number of optionees to be about 1,000. We have thus shaped a wide-range stock option plan that is the first distinctive one ever developed in Japan. If all the stock options are exercised, the number of issued shares will be about 2.96 million shares, which account for 0.7% of the total number of shares issued by the Company.

Given our unique global operations, we have adopted the stock option plan as explained in the preceding paragraph in order that the shareholders and the management of the Company have the same interests in enhancing our corporate value and raising the Company's stock price. What is more, the inclusion of employees of the Company and its subsidiaries as optionees will help the management and the certain Minebea Group employees share the same interests, foster managerial sense among the employees, and raise awareness that each employee is a part of the driving force for carrying out the medium-term operating plan. These positive factors, we believe, will contribute to giving the Company additional energy in pursuit of its goals.

We have adopted our stock option plan by issuing warrant bonds because stock option plans based on treasury stocks or on the issue of warrants both newly promulgated under the Commercial Code of Japan do not fit Minebea's operations. Under the Law, distribution of treasury stocks or the issuance of new shares are only available as stock option to directors and employees of the issuing company. These stock option plans do not allow a company with global operations like Minebea to include, as optionees, directors, officers and employees of its consolidated subsidiaries both at home and abroad. Now that corporate management on a consolidated basis has become prevalent, we hope that related laws will be amended to reflect the present management environment.

Please refer to the attached "Notice of Issue of Warrant Bonds in connection with our Incentive Plan" for outlines of our stock option plan and the issue of warrant bonds.

For further information and inquiries, please contact:

Minebea Co., Ltd.
Corporate Communications Office, Corporate Planning Department
Ryusuke Mizukami; Managing Director and General Manager of Corporate Communications Office, Corporate Planning Department
Shinichiro Kurokawa; Deputy General Manager, Finance Department
Kenichi Takagi; Deputy General Manager, Personnel and General Affairs Department
TEL: 03-5434-8611
FAX: 03-5434-8601

Notice of Issue of Warrant Bonds in connection with our Incentive Plan

September 29, 2000

Minebea Co.,LTD

Company Name:Minebea Co., Ltd.
Title and Name of Representative :President and Representative Director  Tsugio Yamamoto
(Registered Code 6479, 1st Section Each of Tokyo, Osaka, and Nagoya Stock Exchange)
Title and Name of Contact Person :Director and General Manager of Accounting Department  Sadahiko Oki
Phone:03-5434-8611

This is to announce that at the meeting of the Board of Directors on September 29, 2000, we resolved to issue unsecured bonds with warrants.

1. Purpose of Issue

The incentive plan is aimed at enhancing the driving force to carry out the 3 year- mid-term management plan of the Minebea Group and enhance our corporate value.

Being widely applicable to selected officers, directors and employees of the Company, and also to directors and executive members of domestic and overseas subsidiaries of the Company, we believe that the incentive plan will help closely link the incomes of our officers, directors, and employees with the interests of our shareholders, thereby intensifying our shareholder-oriented management.

2. Grantees of Warrant Purchase Rights and Method of Purchasing

The incentive plan grants warrant purchase rights to officers, directors and selected employees of the Company, and also to selected directors and executive members of domestic and overseas subsidiaries of the Company. Those who are offered warrant purchase rights are entitled to purchase warrants or not at their discretion.

The outlines of the issue of warrant bonds are as shown in the attachment.

Terms and Conditions of Minebea Co., Ltd. Unsecured Bonds with Warrants

 Matters concerning the public sale

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