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March 29,2002



Issue of U.S. Dollar Denominated Convertible Bonds For the Purpose of the Incentive Plan in the U.S.


Sony Corporation resolved at a meeting of its Board of Directors today to issue U.S. dollar-denominated convertible bonds to provide equity-based compensation to selected executives in Sony's U.S. subsidiary companies.

The terms of the issue are as follows:

1. Name of Bonds: Sony Corporation U.S. Dollar Denominated Convertible Bonds Due 2012
2. Total amount of issue: U.S.$67,297,053.18 plus an amount equal to the principal amount of the replacement Bond certificates that may be issued upon obtaining appropriate evidence and indemnity in case of loss, theft or destruction of Bond certificates
3. Denomination of each Bond: U.S.$5,228.58 only
4. Form of Bonds: Registered Bonds
5.Issue price: 100% of the principal amount of the Bonds
6. Interest rate: The Bonds bear no interest.
7. Redemption price: 100% of the principal amount of the Bonds
8. Maturity date: April 5, 2012
9. Payment date: April 15, 2002
10. Method of offering: Upon the registration of the Bonds with the U.S. Securities and Exchange Commission under the U.S. Securities Act, Sony Corporation of America will purchase the aggregate principal amount of the Bonds.
11. Matters concerning conversion:
(1) Terms of conversion:
The price at which each share of Common Stock of the Corporation to be issued upon conversion of the Bonds (the "Conversion Price") shall be initially 6,931 yen, and the number of shares of Common Stock of the Corporation to be issued upon conversion shall be determined by the following formula. No request for the conversion of the Bonds may be made in respect of part only of the principal amount of a Bond or a Bond already called for redemption.


Amount obtained by translating the aggregate of the principal amount of the Bonds surrendered for conversion by the holder thereof into yen at the rate of exchange of U.S.$ 1 = 132.56 yen
Number of shares
=



Conversion Price

Provided, however, that any fraction of a full share arising upon conversion will be disregarded and no cash adjustment will be made therefor.
(2) Adjustment of the Conversion Price:
The Conversion Price will be adjusted by the following formula in case the Corporation issues new shares of the Corporation after the issue of the Bonds at a consideration per share less than the current market price per share of common stock of the Corporation:
Conversion Price adjustment = Conversion Price before adjustment x
Number of shares already issued + Number of new shares to be issued x Amount to be paid per share

Current market price per share

Number of shares already issued + Number of new shares to be issued
The Conversion Price will also be appropriately adjusted in cases of stock split or consolidation of shares, issuance of rights to subscribe for or purchase shares of the Corporation (limited to those rights the issue price per share to be issued upon the exercise of which is less than the current market price per share of the Corporation at the issuance of such rights), and in certain other cases as provided for in the terms and conditions of the Bonds.
(3) The portion of the issue price of the shares issued upon conversion which will not be accounted for as stated capital:
The portion of the issue price of the shares issued upon conversion of the Bonds which will not be accounted for as stated capital shall be the amount of such issue price less the amount which will be accounted for as stated capital; the amount to be accounted for as stated capital shall be one-half of such issue price and any fraction less than 1 yen resulting from such calculation shall be rounded up to the nearest yen.
(4) Class of shares to be issued upon conversion:
Shares of Common Stock of the Corporation
(5) Period during which applications for conversion may be made:
From April 16, 2002 to April 2, 2012
(6) Place at which applications for conversion may be accepted:
Sony Corporation of America
(7) Effectiveness of the conversion:
The conversion will become effective on the Conversion Date (Japan time) specified as such in the Conversion Notice.
(8)Dividends on shares issued upon conversion:
The first dividends or interim dividends on shares issued upon conversion of the Bonds will be paid on the assumption that such conversion took place on April 1 in case the conversion of the Bonds becomes effective during the period from April 1 to September 30 or on October 1 in case the conversion of the Bonds becomes effective during the period from October 1 to March 31 of the following year.
(9) Payment for shares less than one unit of shares arising from conversion:
In case any shares less than one unit of shares arise as a result of conversion and the Corporation does not issue the shares in accordance with the Commercial Code of Japan or the Articles of Incorporation of the Corporation, the payment therefor shall be made in cash equivalent to current market price for the shares less than one unit arising as a results of conversion calculated based upon (1) above.
(10)Method of delivery of share certificates:
Share certificates will be delivered at the Corporate Agency Department of the Head Office of UFJ Trust Bank Limited promptly after all procedures for conversion of the Bonds are completed. No share certificate shall be issued in respect of shares less than one unit pursuant to (9) above.
12. Method of redemption
(1) The aggregate principal amount of the Bonds shall be redeemed on April 5, 2012.
(2) The Corporation may, at any time on or after the date immediately following the issue date of the Bonds, purchase the Bonds and have such purchased Bonds canceled.
13. Security or guarantee:
The Bonds are not secured by any mortgage, pledge or other security interest nor by any assets reserved for security for the Bonds and are not guaranteed.
14. The Bonds purchased by Sony Corporation of America will be sold to officers and employees of Sony Corporation of America and its affiliated companies under the Sony Corporation of America 2002 Stock Incentive Plan.