TOKYO, November 21, 2002 - CSK CORPORATION ("CSK") and CSK VENTURE CAPITAL CO., LTD. ("CSKVC") at board meetings of the two companies today concluded a formal contract under which CCO will become a wholly owned subsidiary of CSK through a share exchange scheduled for February 1, 2003. This contract is based on a memorandum of understanding agreed between the two companies on October 24, 2002.

1. Outline of share swap contract

	Method
		The share exchange will be conducted in accordance with Articles 352 and 363 of the Japanese Commercial Code, and as a result CSKVC will become a wholly owned subsidiary of CSK.
	Share exchange ratio
		On undertaking the share exchange CSK will, from its own holding of 19,200 CSK ordinary shares, allocate 96 ordinary shares in CSK for one ordinary share in CSKVC in respect of shareholders listed in CSKVC's shareholder register as at the close of business on the day prior to the share exchange day. However, in respect of the 7,800 ordinary shares held by CSK in CSKVC there will be no allotment of CSK ordinary shares.
	Record day for dividends
		The record day in respect of CSK shares received in the share exchange will be October 1 2002.
	Common stock and Additional paid-in capital
		The amounts by which CSK's common stock and ca additional paid-in capital will be increased as a result of the share exchange are as follows:     Common stock   No increase Additional paid-in capital Additional paid-in capital will be increased by the net asset value of CSKVC on the day of share exchange, adjusted by the ratio of the number of CSKVC's shares for which CSK shares have been exchanged to the total number of issued CSKVC shares, minus the total book value of CSK shares transferred to CSKVC shareholders. However if the above calculation does not result in an increased value, there will be no increase in additional paid-in capital.
	Proceeds from stock exchange
		No proceeds from stock exchange will be made.

 

2. Planned share exchange schedule