[TRANSLATION]

May 15, 2012
To Whom It May Concern:
Name of Company: Central Japan Railway Company
Name of Representative: Yoshiomi Yamada,President and Representative Director(Code: 9022, First Sections of the TSE, OSE and NSE)
Contact Person: Katsumi Miyazawa,
Executive Director and General Manager of the Public Relations Department(Telephone No.: +81-52-564-2549)

Notice of Partial Amendment to the Articles of Incorporation

At the meeting of the Board of Directors held on May 15, 2012, the Company made aresolution to bring a proposal for partial amendment to the Articles of Incorporation at the 25thordinary general meeting of shareholders scheduled to be held on June 22, 2012.

1.

Reason for Amendment to the Articles of Incorporation(Unless otherwise specified, those articles shown below refer to the articles of the
proposed amended Articles of Incorporation)(1) In April, 2012, the securities listing regulations, etc. of the securities exchanges across thecountry were amended, whereby listed companies whose number of shares constituting one
unit are other than 100 shares or 1,000 shares are obligated to set their number of sharesconstituting one unit as 100 shares. Accordingly, at the meeting of the Board of Directors heldon April 26, 2012, the Company made a resolution to adopt the share unit system, whereby thenumber of shares constituting one unit shall be 100 shares, and to designate September 30, 2012
as the record date and split the shares of the common stock owned by the shareholders recordedon the final register of shareholders as of the said date, in the proportion of 100 shares for 1
share. In relation to such resolution, necessary amendments shall be made as below:(i)With respect to Article 6. (Total Number of Authorized Shares), in association with theimplementation of the stock split, the total number of shares authorized to be issued by
the Company shall be changed from eight million nine hundred sixty thousand(8,960,000) shares to eight hundred twenty four million (824,000,000) shares.
(ii) With respect to Article 7. (Number of Shares Constituting One Unit), the necessary
provisions, to the effect that the share unit system shall be adopted at the same time withthe stock split and the number of shares constituting one unit of the Company shall be
one hundred (100) shares, shall be newly established.
(iii) With respect to Article 8. (Rights as to Shares Less than One Unit), in association withthe adoption of the share unit system, the necessary provisions concerning the rights of
the Company’s shareholders with respect to shares less than one unit shall be newly
established.

(iv) With respect to Article 9. (Demand for Sale of Shares Less than One Unit), together withthe adoption of the share unit system, the necessary provisions concerning the demand
for sale of shares less than one unit shall be newly established.
(2) With respect to Article 20. (Number of Directors), the number of Directors shall bereduced in association with the changes to the officer system for the purpose of more prompt
decision-making and more fulfilling discussion at meetings of the Board of Directors and moreclarification of the division of the roles shared between Directors and Corporate Executive
Officers who are in charge of execution of business.
(3) With respect to Article 26. (Limited Liability Agreements with Outside Directors), inorder to retain talented Outside Directors hereafter, the necessary provisions, to the effect that
the Company may enter into a liability limitation agreement with Outside Directors which
limits their liabilities under Article 423, Paragraph (1) of the Companies Act, shall be newly
established pursuant to the provision of Article 427, Paragraph (1) of the Companies Act.
Consent to submission of the agenda to newly establish this Article 26 has already beenobtained from each Corporate Auditor.
(4) With respect to Article 33. (Limited Liability Agreements with Outside Corporate
Auditors), in order to retain talented Outside Corporate Auditors hereafter, the necessary
provisions, to the effect that the Company may enter into a liability limitation agreement withOutside Corporate Auditors which limits their liabilities under Article 423, Paragraph (1) of theCompanies Act, shall be newly established pursuant to the provision of Article 427, Paragraph(1) of the Companies Act.
(5) While the article numbers shall be moved down in association with the new establishmentof the provisions, with respect to Article 28 (Resolution for Election of Corporate Auditors), thequoted article numbers shall be amended in association with the moving down of the article
numbers.
(6) With respect to Articles 1 and 2 of the Supplementary Provisions, the necessary
provisions concerning the effective date of the amendment to Article 6 and the establishment ofArticles 7 through 9.
2.

Details of the Amendments to the Articles of Incorporation
Details of the amendments are set forth in the exhibit attached hereto.

3.

Schedule
June 22, 2012
June 22, 2012

The 25th ordinary general meeting of shareholders shall be held.
Amendments to the Articles of Incorporation shall become effective;
provided that the amendments stated in (1) of 1. Reason for
Amendment to the Articles of Incorporation become effective on
October 1, 2012.

4.

OthersThe proposed amendments to the Articles of Incorporation given in the “Notice ofImplementation of Stock Split, Adoption of Share Unit System and Partial Amendment to theArticles of Incorporation” dated April 26, 2012 are set forth in the exhibit attached hereto.
End of Document

[Exhibit](Changes have been denoted by underlining.)
Before Amendment
After Amendment
Article 6. (Total Number of Authorized Article 6. (Total Number of AuthorizedShares)
Shares)
The total number of shares authorized to The total number of shares authorized tobe issued by the Company shall be eight be issued by the Company shall be eight
million nine hundred sixty thousand hundred
twentyfourmillion(8,960,000) shares.
(824,000,000) shares.
(Newly established.)
Article 7. (Number of Shares Constituting
One Unit)
The number of shares constituting one
unit of the Company shall be one hundred(100) shares.
(Newly established.)
Article 8. (Rights as to Shares Less thanOne Unit)
The Company’s shareholders cannot
exercise any rights other than the rights
listed below with respect to the shares lessthan one unit.
(1) The rights set forth in each of theitems of Article 189, Paragraph (2) of theCompanies Act(2) The right to demand as set forth inArticle 166, Paragraph (1) of theCompanies Act(3) The right to be allotted the shares forsubscription and the share options forsubscription in accordance with thenumber of shares shareholders hold.
(4) The right to demand as set forth in thefollowing Article.
(Newly established.)
Article 9. (Demand for Sale of Shares Less
than One Unit)
The Company’s shareholders may
demand that the Company sell to theshareholders such number of shares
which, together with the number of sharesless than one unit held by shareholder will
constitute one unit.

Article 7. through Article 16.
(Description omitted.)
Article 17. (Number of Directors)
The Company shall have not more than
thirty-nine (39) Directors.
Article 18. through Article 22.
(Description omitted.)(Newly established.)

Article 23.
(Description omitted.)
Article 24. (Resolution for Election ofCorporate Auditors)
The provision of the first paragraph of
Article 18 shall be applied mutatis
mutandis to the election of Corporate
Auditors.
Article 25. through Article 28.
(Description omitted.)(Newly established.)

Article 29. through Article 31.
(Description omitted.)(Newly established.)(Newly established.)(Newly established.)

Article 10. through Article 19.
(Unchanged.)
Article 20. (Number of Directors)
The Company shall have not more thantwenty (20) Directors.
Article 21. through Article 25.
(Unchanged.)
Article 26. (Limited Liability Agreementswith Outside Directors)
Pursuant to the provision of Article 427,
Paragraph (1) of the Companies Act, theCompany may enter into a liability
limitation agreement with Outside
Directors which limits their liabilities
under Article 423, Paragraph (1) of theCompanies Act; provided that themaximum amount of liabilities under suchagreement shall be the total amountprovided for by law.
Article 27.
(Unchanged.)
Article 28. (Resolution for Election ofCorporate Auditors)
The provision of the first paragraph ofArticle 21 shall be applied mutatis
mutandis to the election of CorporateAuditors.
Article 29. through Article 32.
(Unchanged.)
Article 33. (Limited Liability Agreements
withOutside
CorporateAuditors)
Pursuant to the provision of Article 427,
Paragraph (1) of the Companies Act, theCompany may enter into a liability
limitation agreement with Outside
Corporate Auditors which limits their
liabilities under Article 423, Paragraph(1) of the Companies Act; provided thatthe maximum amount of liabilities undersuch agreement shall be the total amountprovided for by law.
Article 34. through Article 36.
(Unchanged.)
Supplementary Provisions
Article 1.
Effective date of the amendment toArticle 6 and the new establishments ofArticle 7 through Article 9 shall be
October 1, 2012.
Article 2.
The preceding article and this article shallbe deleted on October 1, 2012.