18-K/A

FORM 18-K/A

For Foreign Governments and Political Subdivisions Thereof

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 4

to

ANNUAL REPORT

of

The Government of Jamaica

(Name of Registrant)

Date of end of last fiscal year: March 31, 2006

SECURITIES REGISTERED

(As of close of the fiscal year)

Title of Issue	Amounts as to which registration is effective	Names of exchanges on which registered
—*	—	—

Name and address of person authorized to receive notices

and communications from the Securities and Exchange Commission:

CATHLEEN MCLAUGHLIN, ESQ

Allen & Overy LLP

1221 Avenue of the Americas

New York, NY 10020

* The Government of Jamaica files Annual Reports on Form 18-K voluntarily in order for the Government of Jamaica to incorporate such Annual Reports into its shelf registration statements.

EXPLANATORY NOTE

This Amendment No. 4 to the Annual Report of the Government of Jamaica on Form 18-K for the year ended March 31, 2006 is being filed to add Exhibits numbered 1 through 5 to the Annual Report.

CONTENTS

1. This amendment to the annual report of the Government of Jamaica on Form 18-K for the year ended March 31, 2006 comprises:

(a) Pages numbered 1 to 4 consecutively.

(b) The following exhibits:

Exhibit 1 – Underwriting Agreement, dated as of March 8, 2007, between the Government of Jamaica and the Underwriter named therein, including the address of the Underwriter

Exhibit 2 – Form of 8.00% Amortizing Notes due 2036

Exhibit 3 – Opinion and Consent of the Office of the Attorney General of Jamaica

Exhibit 4 – Opinion and Consent of Allen & Overy LLP, New York counsel to the Government of Jamaica

2

SIGNATURE

Pursuant to the requirements of the United States Securities Exchange Act of 1934, the registrant the Government of Jamaica has duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kingston, Jamaica on March 21, 2006.

GOVERNMENT OF JAMAICA
By:	/s/ OMAR DAVIES
Name:	Omar Davies
Title:	Minister of Finance and Planning

3

EXHIBIT INDEX

Exhibit	Description
1	Underwriting Agreement, dated March 8, 2007, between the Government of Jamaica and the Underwriter named therein, including the address of the Underwriter
2	Form of 8.00% Amortizing Notes due 2039
3	Opinion the Office of the Attorney General of Jamaica
4	Opinion of Allen & Overy LLP, New York counsel to the Government of Jamaica

4

EX-1

EXHIBIT 1

GOVERNMENT OF JAMAICA

U.S $350,000,000 8.00% AMORTIZING NOTES DUE 2039

UNDERWRITING AGREEMENT

March 8, 2007

Citigroup Global Markets Inc.

390 Greenwich Street

New York, NY 10013

Ladies and Gentlemen:

The Government of Jamaica (the “Issuer”) proposes to issue and sell to Citigroup Global Markets Inc. (the “Underwriter”) U.S. $350,000,000 principal amount of its 8.00% Amortizing Notes due 2039 (the “Securities”). The Securities will be issued pursuant to the provisions of a Fiscal Agency Agreement (the “Fiscal Agency Agreement”) dated as of June 20, 2002, among the Issuer, Deutsche Bank Trust Company Americas, as fiscal agent, principal paying agent and registrar, and Deutsche Bank Luxembourg S.A., as paying agent and transfer agent. Capitalized terms used but not otherwise defined in this Agreement are used herein with the meanings assigned to such terms in the Fiscal Agency Agreement.

The Issuer has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Schedule B (No. 333-136480) and related preliminary prospectuses for registration under the Securities Act of 1933, as amended (the “Securities Act”). The registration statement, as amended as of the date of this Underwriting Agreement, and including all exhibits thereto, shall be referred to as the “Registration Statement”, including any post-effective amendment thereto that becomes effective prior to the Closing Date (as defined herein). Such term shall also include any information deemed to be included in the Registration Statement at each date that the Registration Statement and any post-effective amendment or amendments thereto became or becomes effective pursuant to Rule 430A, Rule 430B or Rule 430C of the Securities Act.

The prospectus included in the Registration Statement in the form filed with the Commission, as amended or supplemented to the date of this Underwriting Agreement, but excluding any amendments or supplements related solely to an offering of a specific series of securities other than the Securities, is hereinafter referred to as the “Basic Prospectus”. The term “Preliminary Prospectus” shall refer to any preliminary form of the Prospectus used in connection with the offering and sale of the Securities (the “Offering”), including, without limitation, the Basic Prospectus and any preliminary prospectus supplement. The final prospectus supplement filed with the Commission pursuant to Rule 424(b) of the rules and regulations of the Commission (the “Rules and Regulations”), specifically relating to the Securities is referred to as the

Jamaica Feb 2007 Underwriting Agreement

“Prospectus Supplement.” The Basic Prospectus together with the Prospectus Supplement is referred to herein as the “Prospectus.” Any reference herein to the Registration Statement, any Preliminary Prospectus or to the Prospectus or to any amendment or supplement to any of the foregoing documents shall be deemed to refer to and include any documents incorporated by reference therein, and any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus under Rule 424(b) of the Rules and Regulations, and prior to the termination of the Offering.

The term “General Disclosure Package” shall refer to the Preliminary Prospectus and the General Use Free Writing Prospectus(es) (as defined below), considered together. The term “Issuer Free Writing Prospectus” shall refer to any “issuer free writing prospectus,” as defined in Rule 433 under the Securities Act, relating to the Securities in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Issuer’s records pursuant to Rule 433(g) of the Rules and Regulations. “General Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is identified on Schedule I to this Agreement. The term “Limited Use Free Writing Prospectus” shall refer to any Issuer Free Writing Prospectus that is not a General Use Free Writing Prospectus.

The term “Applicable Time” shall refer to 2:30 p.m. (New York time) on the date of this Agreement or such other time as agreed to by the Issuer and the Underwriter.

The Issuer hereby agrees with the Underwriter as follows:

1. The Issuer agrees to issue and sell the Securities to the Underwriter as hereinafter provided, and the Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees to purchase from the Issuer U.S.$350,000,000 principal amount of Securities, at a price (the “Purchase Price”) equal to 98.592% of the principal amount plus accrued interest, if any, from March 15, 2007 to the date of payment and delivery.

The Issuer confirms that the Underwriter intends (a) to offer the Securities pursuant to Schedule B of the Securities Act as soon after this Agreement has become effective as in the judgment of the Underwriter is advisable and (b) initially to offer the Securities upon the terms set forth in the Prospectus.

The Issuer confirms that it has authorized the Underwriter, subject to the restrictions set forth below, to distribute copies of the Preliminary Prospectus and the Prospectus in connection with the offering of the Securities.

The Issuer acknowledges that in connection with the offering of the Securities: (a) the Underwriter has acted at arms length, is not an agent of, and owes no fiduciary duties to, the Issuer or any other person, (b) the Underwriter owes the Issuer only those duties and obligations set forth in this Agreement and (c) the Underwriter may have interests that differ from those of the Issuer. The Issuer waives to the full extent permitted by applicable law any claims it may have against the Underwriter arising from an alleged breach of fiduciary duty in connection with the offering of the Securities.

Jamaica Feb 2007 Underwriting Agreement 2

2. The Underwriter hereby agrees that it has not offered, sold or delivered, and it will not offer, sell or deliver, directly or indirectly, any of the Securities or distribute the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus or any other material relating to the Offering, the Securities or the Issuer, in or from any jurisdiction except under circumstances that will, to the best of its knowledge and belief, result in compliance with the applicable laws and regulations thereof.

The Underwriter represents and agrees that, unless it has obtained or will obtain the prior written consent of the Issuer, it has not made and will not make any offer relating to the Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act required to be filed by the Issuer with the Commission or retained by the Issuer under Rule 433 of the Securities Act.

The Underwriter may, for its own account and to the extent permitted by applicable law, engage in transactions that stabilize, maintain or otherwise affect the price of the Securities, including without limitation, creating a short position and bidding for and purchasing Securities to cover such short positions, and bidding for and purchasing Securities to stabilize the price of the Securities. In doing so, the Underwriter shall act as principal and not as agent of the Issuer and any loss resulting from stabilization will be borne, and any profit arising from the same shall be retained, by the Underwriter. The Underwriter is not required to engage in these activities, and may end these activities at any time.

3. Payment of the purchase price for, and delivery of certificates for, the Securities shall be made at the office of Gibson, Dunn & Crutcher LLP, 200 Park Avenue, New York, New York 10166 (the “Underwriter’s Counsel”), or at such other place as shall be agreed upon by you and the Issuer, at 10:00 a.m., New York City time, on March 15, 2007 or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter and the Issuer (such time and date of payment and delivery being herein called the “Closing Date”).

Payment for the Securities shall be made to or upon the order of the Issuer of the purchase price by wire transfer in Federal (same day) funds to the Issuer or as directed by the Issuer upon delivery of certificates for the Securities to the Underwriter through the facilities of the Depository Trust Company for the account of the Underwriter. Certificates for the Securities to be delivered to the Underwriter shall be registered in such name or names and shall be in such denominations as the Underwriter may request at least one business day before the Closing Date. The Issuer will permit the Underwriter to examine and package such certificates for delivery at least one full business day prior to the Closing Date.

As compensation to the Underwriter for its commitments hereunder, the Issuer will pay, or cause to be paid, to the Underwriter, underwriting and selling commissions in the aggregate amount of 0.04% of the principal amount of the Securities to be delivered by the Issuer hereunder on the Closing Date. Such compensation shall be deducted from the Purchase Price payable for the Securities as provided in this Section 3.

Jamaica Feb 2007 Underwriting Agreement 3

4. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Issuer hereby agrees to pay all costs and expenses, subject to the following, incident to the performance of the obligations of the Issuer hereunder, including the following: (a) the fees, disbursements and expenses of the Issuer’s counsel in connection with the registration of the Securities under the Securities Act and all other expenses in connection with the filing of the Registration Statement and the preparation, printing and filing of any amendments and supplements thereto, (b) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws as provided in Section 6(f) hereof, including the reasonable fees and disbursements of Underwriter’s Counsel in connection with such qualification and in connection with the Blue Sky survey, (c) all travel expenses of the Issuer’s officials and any other expense of the Issuer incurred in connection with attending or hosting meetings with prospective purchasers of the Securities, (d) the filing fees incident to, and the reasonable fees and disbursements of Underwriter’s Counsel in connection with, securing any required review by the National Association of Securities Dealers, Inc. of the terms of the sale of the Securities, (e) the ongoing cost and charges of any fiscal agent, paying agent, transfer agent or registrar, (f) all initial fees and expenses in connection with admission for trading of the Securities on the EuroMTF, the alternative market of the Luxembourg Stock Exchange, (g) the initial cost and charges of any fiscal agent, paying agent, transfer agent or registrar and (h) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 4. It is understood, however, that except as provided in this Section, and Sections 8, 9 and 10 hereof, the Underwriter will pay (i) the fees of its counsel and (ii) the cost of printing and producing the Prospectus, this Agreement, the Fiscal Agency Agreement, the closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Securities.

5. The Issuer represents and warrants to the Underwriter that:

(a) The Issuer meets the requirements for use of Schedule B under the Securities Act. The Issuer is a “seasoned foreign government” and has filed with the Commission the Registration Statement under the Securities Act that has been declared effective by the Commission and copies of which have heretofore been delivered to the Underwriter. No stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or, to the Issuer’s knowledge, threatened by the Commission.

(b) (i) At the time of the effectiveness of the Registration Statement or the effectiveness of any post-effective amendment to the Registration Statement, when the Prospectus is first filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations, when any supplement to or amendment of the Prospectus is filed with the Commission, at the Applicable Time and at the Closing Date, the Registration Statement, complied or will comply in all material respects with the applicable provisions of the Securities Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact and did not and will not omit to state any material fact required to be stated

Jamaica Feb 2007 Underwriting Agreement 4

therein or necessary in order to make the statements therein not misleading; (ii) when any related Preliminary Prospectus or the Prospectus was first filed with the Commission (whether filed as part of the Registration Statement for the registration of the Securities or any amendment thereto or pursuant to Rule 424(b) of the Rules and Regulations) was first filed with the Commission and at the Closing Date, such Preliminary Prospectus and the Prospectus complied in all material respects with the applicable provisions of the Securities Act and the Rules and Regulations and did not contain an untrue statement of a material fact and did not omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) as of the Applicable Time and at the Closing Date, neither (A) the General Disclosure Package, nor (B) any individual Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include, respectively, any untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated, or to be incorporated, by reference in the Prospectus, at the time filed with the Commission conformed or will conform, in all respects to the requirements of the Securities Exchange Act of 1934 (“Exchange Act”) or the Securities Act, as applicable, and the rules and regulations of the Commission thereunder. No representation and warranty is made in this subsection (b), however, with respect to any information contained in or omitted from the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Limited Use Free Writing Prospectus or the Prospectus in reliance upon and in conformity with information relating to the Underwriter furnished in writing to the Issuer by the Underwriter specifically for use therein (“Underwriter’s Information”).

(c) Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the Offering or until any earlier date that the Issuer notified or notifies the Underwriter, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus.

(d) The Issuer has not, directly or indirectly, distributed and will not distribute any offering material in connection with the offering and sale of the Securities other than any Preliminary Prospectus, the Prospectus and other materials, if any, permitted under the Securities Act and consistent with Section 6(f) below. The Issuer will file with the Commission all Issuer Free Writing Prospectuses in the time required under Rule 433(d) of the Rules and Regulations.

(e) The Issuer is not an “ineligible issuer” (as defined in Rule 405 of the Rules and Regulations), including, without limitation, for purposes of Rules 164 and 433 of the Rules and Regulations with respect to the offering of the Securities as contemplated by the Registration Statement.

Jamaica Feb 2007 Underwriting Agreement 5

(f) Subsequent to the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus, except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, there has been no material adverse change or any development involving a prospective material adverse change in the condition (economic, fiscal or financial) of Jamaica.

(g) The Issuer has full power and authority through its officials (who have been duly authorized) to execute and deliver each of this Agreement and the Fiscal Agency Agreement (together, the “Agreements”) and all other documents and instruments to be executed and delivered by it hereunder and thereunder, to issue the Securities, to undertake and to perform the obligations to be incurred by it as provided herein or therein, and to perform and observe the provisions hereof and thereof.

(h) The execution, delivery and performance by the Issuer of the Agreements and all other documents and instruments to be executed and delivered by it hereunder and thereunder, and the issuance of the Securities have been, or as of the Closing Date will have been, duly authorized by all necessary governmental or other action.

(i) The Securities to be sold by the Issuer pursuant to the Prospectus have been duly authorized by the Issuer and, when duly executed, issued and delivered by the Issuer against payment therefor and authenticated pursuant to the Fiscal Agency Agreement, will constitute legal, valid and binding obligations of the Issuer enforceable in accordance with their terms, subject to legal and equitable limitations relating to or affecting enforceability applicable generally to obligations of sovereigns; and the Securities conform in all material respects to the description thereof contained in the Prospectus.

(j) Each of the Agreements has been duly authorized by the Issuer and, when duly executed and delivered by the Issuer and the other parties thereto, will constitute the legal, valid and binding agreement of the Issuer, and will be enforceable in accordance with its terms, subject to legal and equitable limitations relating to or affecting enforceability applicable generally to obligations of sovereigns; and each of the Agreements conforms in all material respects to the description thereof contained in the Prospectus.

(k) There is no constitutional provision, nor any provision of any treaty, convention, statute, law, regulation, decree, court order or similar authority binding upon the Issuer, nor any provision of any contract, agreement or instrument to which the Issuer is a party, that would be contravened or breached, or under which a default would arise or a moratorium in respect of any obligations of the Issuer would be effected, as a result of the execution and delivery of any of the Agreements, or any other document or instrument to be executed and delivered by the Issuer hereunder or thereunder, the issue of the Securities as contemplated herein and in the Prospectus or as a result of the performance or observance by the Issuer of any of the terms of the Agreements, the Securities or any such document or instrument

Jamaica Feb 2007 Underwriting Agreement 6

to be executed or delivered hereunder and thereunder; which contravention, breach or default would, individually or in the aggregate, have a material adverse effect on the financial, economic or fiscal condition of the Issuer or its ability to perform its obligations under the Agreements or the Securities or which is otherwise material to the rights of the holders of the Securities or which would give rise to any liability on the part of the Underwriter.

(l) No consent, approval (including exchange control approval), authorization, order, registration or qualification of or with any court or Governmental Agency or other regulatory body in Jamaica is required for (i) the due execution, delivery and performance by the Issuer of any of the Agreements, any of the other documents and instruments to be executed and delivered by the Issuer hereunder and thereunder, (ii) the validity or enforceability against the Issuer of any of the Agreements, any such document or instrument to be executed and delivered by it hereunder and thereunder or the Securities or (iii) the issue, sale, delivery or admission for trading on the EuroMTF, the alternative market of the Luxembourg Stock Exchange, of the Securities or for the consummation of the other transactions contemplated by the Agreements or the Securities other than the directions, orders, notices and declarations made by the Minister of Finance and Planning as set forth in Section 7(i) of this Agreement, all of which have been obtained and are in full force and effect or will be obtained on or prior to the Closing Date and will be in full force and effect on the Closing Date. The issuance of the Securities and the transactions contemplated thereby do not and will not exceed the limitation on borrowing contained in, or otherwise violate, the Loan Act, 1964, as amended. For purposes of this Agreement, “Governmental Agency” means each agency, department, ministry, authority, statutory corporation or other statutory body or juridical entity of the Issuer or any political subdivision thereof.

(m) The actual and estimated expenditures for the fiscal years ended 2005 and 2006 incorporated by reference to the Registration Statement or any amendment thereof or supplement thereto have been prepared in good faith and are based upon assumptions which, in the light of the circumstances under which they were made, are reasonable.

(n) It is not necessary for the legality, validity, enforceability or admissibility of evidence of any Agreement or the Securities that they be filed, recorded or enrolled with any court or authority in Jamaica or that a stamp, registration or similar tax in Jamaica be paid on or in relation to them once the Minister of Finance and Planning remits the stamp duty on the Agreements and the Securities pursuant to section 80B of the Stamp Duty Act, which remission will be obtained on or prior to the Closing Date and will be in full force and effect on the Closing Date, nor will it be necessary for the Underwriter or the parties to the Fiscal Agency Agreement to register themselves for the purpose of taking any legal or other measures to enforce any Agreement or the Securities in Jamaica.

Jamaica Feb 2007 Underwriting Agreement 7

(o) This Agreement, each other Agreement to be executed and delivered by the Issuer and the Securities are in proper legal form under the laws of Jamaica for the enforcement thereof in Jamaica against the Issuer.

(p) Except as described in the General Disclosure Package and the Prospectus (as of its date and not as amended or supplemented), neither the execution, delivery and performance of each of the Agreements nor the issuance of the Securities will result in the creation of any Lien upon or with respect to any of the Issuer’s properties or revenues which does or will secure or provide for the payment of Debt of any Person. For purposes of this Agreement, “Debt” means, for any Person, the following (whether outstanding on the date of this Agreement or at any time thereafter): (i) all indebtedness of such Person for borrowed money, or for the deferred purchase price of property or services if and to the extent that the obligation to pay such purchase price is evidenced by an instrument, (ii) all reimbursement obligations of such Person under or in respect of letters of credit or banker’s acceptances, (iii) all obligations of such Person to repay deposits with or advances to such Person, (iv) all obligations of such Person (other than those specified in clauses (i) and (ii) above) evidenced by bonds, debentures, notes or other similar instruments, and (v) all direct or indirect guarantees, endorsements and similar obligations (contingent or otherwise) of such Person to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of, indebtedness or obligations of any other Person specified in clause (i), (ii), (iii) or (iv) above; “Lien” means any lien (other than any lien arising by operation of law), pledge, mortgage, security interest, deed of trust, charge or other encumbrance on or with respect to, or any preferential arrangement having the practical effect of constituting a security interest with respect to the payment of any obligation with or from the proceeds of, any asset or revenues of any kind; “Person” means an individual, corporation, partnership, association, joint stock issuer, joint venture, trust, unincorporated organization or any other juridical entity or a sovereign state or government or any agency or political subdivision thereof.

(q) No event has occurred or circumstance arisen that, had the Securities been issued on the date hereof, might (whether or not with the giving of notice and/or the passage of time and/or the fulfillment of any other requirement) constitutes an Event of Default.

(r) The Issuer’s obligations under the Agreements and the Securities are commercial in nature and are subject to civil and commercial law. The execution and performance of the Agreements and the issuance of the Securities by the Issuer constitute private and commercial acts. The waiver of immunity by the Issuer contained in this Agreement, the Securities and in the other Agreements and the appointment of the Process Agent in this Agreement, the Securities and in the Fiscal Agency Agreement, the consents by the Issuer to the jurisdiction of the courts specified in this Agreement, the Securities and in the Fiscal Agency Agreement and the provisions that the law of the State of New York shall govern this Agreement, the Securities and the Fiscal Agency Agreement are irrevocably binding on the Issuer.

Jamaica Feb 2007 Underwriting Agreement 8

(s) There is no pending or, to the knowledge of the Issuer after reasonable inquiry, threatened legal action or proceeding affecting the Issuer, other than the proceedings referred to in the Prospectus under the caption “Jamaica—Legal Proceedings,” that (i) is reasonably likely individually or in the aggregate to have a material adverse effect on the economic, fiscal or financial condition of the Issuer or (ii) purports to affect the legality, validity or enforceability of any of the Agreements or the Securities.

(t) The obligations of the Issuer under the Securities are or will at all times on and following the Closing Date be supported by the full faith and credit of Jamaica and are or will at all times on and following the Closing Date be general, direct, unconditional, unsecured and unsubordinated obligations of the Issuer that will rank pari passu without preference among themselves and the payment obligations of the Issuer under the Securities will at all times rank at least pari passu with all other present and future general, direct, unsecured and unsubordinated External Indebtedness of the Issuer.

(u) The Issuer is a member of, and eligible to use the general resources of, the International Monetary Fund.

(v) There is no income, stamp or other tax, levy, impost, deduction or other charge imposed or levied (whether by withholding or otherwise) by the Issuer or any Governmental Agency or other Jamaican governmental, revenue or taxing authority or agency on or by virtue of the execution, delivery or performance by the Issuer of any Agreement, any of the other documents or instruments to be executed and delivered by the Issuer hereunder or thereunder, the issuance or delivery of the Securities, the enforcement hereof or thereof against the Issuer, or any payment to be made by the Issuer pursuant hereto or thereto other than pursuant to the Income Tax Act, the Transfer Tax Act, and the Stamp Duty Act. On or prior to the Closing Date, the Issuer will obtain from the Minister of Finance and Planning an Order made under section 12(m) of the Income Tax Act exempting income tax on all interest and Additional Amounts paid under the Securities (other than payments to residents of Jamaica who own or hold the Securities directly or indirectly or beneficially), a Notice under section 80B of the Stamp Duty Act remitting stamp duty on the Agreements and the Securities and on transfers of the Securities or of beneficial interests in the Securities, and a Notice under section 46 of the Transfer Tax Act remitting transfer tax on transfers of the Securities or of beneficial interests in the Securities, and the Issuer will obtain from the Commissioner of Taxpayer Audit and Assessment written authority under the Income Tax Act to pay all interest and Additional Amounts under the Securities without deducting therefrom any sum on account of income tax (other than to residents of Jamaica who own or hold the Securities directly or indirectly or beneficially), each of which shall be in full force and effect on the Closing Date.

Jamaica Feb 2007 Underwriting Agreement 9

(w) Neither the Issuer nor any of its affiliates has taken, nor will take, directly or indirectly, any action designed to cause or result in, or which constitutes or which might reasonably be expected to constitute, the stabilization or manipulation of the price of the Securities to facilitate their sale or resale.

(x) There are no contracts or other documents that are required to be described in the Prospectus or filed as exhibits to the Registration Statement by the Securities Act or by the Rules and Regulations and which that not been so described or filed.

6. The Issuer covenants and agrees with the Underwriter as follows:

(a) The Issuer will notify you (and, if requested by you, will confirm such notice in writing) (i) when the Registration Statement and any amendments thereto become effective, (ii) of any request by the Commission for any amendment of or supplement to the Registration Statement or the Prospectus or for any additional information, (iii) of the mailing or the delivery to the Commission for filing of any amendment of or supplement to the Registration Statement or the Prospectus, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of the initiation, or the threatening, of any proceedings therefor or pursuant to Section 8A of the Securities Act, (v) of the receipt of any comments from the Commission and (vi) of the receipt by the Issuer of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for that purpose. If the Commission shall propose or enter a stop order at any time, the Issuer will make every reasonable effort to prevent the issuance of any such stop order and, if issued, to obtain the lifting of such order as soon as possible.

(b) The Issuer will (i) prepare and timely file with the Commission under Rule 424(b) under the Securities Act a Prospectus in a form approved by the Underwriter, which approval shall not be unreasonably withheld, containing information previously omitted at the time of effectiveness of the Registration Statement in reliance on Rules 430A, 430B or 430C of the Rules and Regulations and (ii) not file any amendment to the Registration Statement or distribute an amendment or supplement to the General Disclosure Package or the Prospectus or document incorporated by reference therein of which the Underwriter shall not previously have been advised and furnished with a copy or to which the Underwriter shall have reasonably objected in writing or which is not in compliance with the Rules and Regulations.

(c) The Issuer will (i) not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations) required to be filed by the Issuer with the Commission under Rule 433 of the Rules and Regulations unless the Underwriter approves its use in writing prior to first use (each, a “Permitted Free Writing Prospectus”); provided that the prior written consent of the Underwriter hereto shall be deemed to have been given in

Jamaica Feb 2007 Underwriting Agreement 10

respect of the Issuer Free Writing Prospectus(es) included in Schedule I hereto, (ii) treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, (iii) comply with the requirements of Rules 164 and 433 under the Securities Act applicable to any Issuer Free Writing Prospectus, including the requirements relating to concurrent or prior delivery of a prospectus, timely filing with the Commission, legending and record keeping and (iv) not take any action that would result in the Underwriter or the Issuer being required to file with the Commission pursuant to Rule 433(d) of the Rules and Regulations a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder.

(d) The Issuer will file the term sheet attached hereto as Exhibit I (the “Final Term Sheet”) as an Issuer Free Writing Prospectus pursuant to Rule 433 of the Rules and Regulations prior to 5:30 p.m. (New York time) two business days after the date hereof.

(e) The Issuer will promptly deliver to the Underwriter and Underwriter’s Counsel a signed copy of the Registration Statement, including all consents and exhibits filed therewith and all amendments thereto, and the Issuer will promptly deliver to the Underwriter such number of copies of any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus, the Registration Statement, and all amendments of and supplements to such documents, if any, as the Underwriter may reasonably request. Prior to 10:00 a.m., New York time, on the business day next succeeding the date of this Agreement and from time to time thereafter the Issuer will furnish the Underwriter with copies of the Prospectus in New York City in such quantities as the Underwriter may reasonably request.

(f) Promptly from time to time, the Issuer will use its reasonable best efforts to take such action as the Underwriter may reasonably request to qualify the Securities for offer and sale under the securities laws of such states and other jurisdictions in the United States as the Underwriter shall reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as the Underwriter shall reasonably request.

(g) During the period of three years from the effective date of the Registration Statement, the Issuer shall furnish to the Underwriter copies of all reports or other communications (financial or other) furnished to holders of the Securities, and to deliver to the Underwriter (i) as soon as they are available, copies of any reports furnished to or filed with the Commission or the EuroMTF, the alternative market of the Luxembourg Stock Exchange, and (ii) such additional public information concerning the condition (economic, fiscal or financial) of Jamaica as the Underwriter may from time to time reasonably request.

(h) The Issuer shall cause the net proceeds from the sale of the Securities to be applied as set forth in the Prospectus under “Use of Proceeds.”

Jamaica Feb 2007 Underwriting Agreement 11

(i) If at any time when a prospectus (or, in lieu thereof, the notice referred to under Rule 173(a) of the Rules and Regulations) relating to the Securities is required to be delivered under the Securities Act any event shall have occurred as a result of which the Prospectus as then amended or supplemented would, in the opinion of internal or external counsel of the Underwriter or the Issuer, include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if, in the opinion of internal or external counsel of the Underwriter or the Issuer, it shall be necessary at any time to amend or supplement the Prospectus or Registration Statement or to supplement the Prospectus Supplement to comply with the Securities Act, the Exchange Act or the Rules and Regulations, the Issuer will notify the Underwriter promptly and prepare and file with the Commission and furnish to the Underwriter either (i) an appropriate amendment or supplement to the Registration Statement or Prospectus Supplement (in form and substance satisfactory to you) which will correct such statement or omission or (ii) if the Issuer so elects a Form 18-K pursuant to the Exchange Act, as amended, or an amendment thereto which will correct such statement or omission; provided, however, that if any such amendment or supplement is required to be prepared and filed after the expiration of nine months after the time of issue of the Prospectus, the Underwriter shall reimburse the Issuer for its reasonable and documented costs and expenses (including, without limitation, all reasonable fees and expenses of counsel, auditors and printing fees) in connection with supplying the Underwriter with copies thereof.

(j) If the General Disclosure Package is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur as a result of which, in the opinion of internal or external counsel of the Underwriter or the Issuer, it becomes necessary to amend or supplement the General Disclosure Package in order to make the statements therein, in the light of the circumstances, not misleading, or to make the statements therein not conflict with the information contained in the Registration Statement then on file, or if it is necessary at any time to amend or supplement the General Disclosure Package to comply with the Securities Act, the Exchange Act or the Rules and Regulations, the Issuer promptly will either (i) prepare, file with the Commission (if required) and furnish to the Underwriter and any dealers an appropriate amendment or supplement to the General Disclosure Package or (ii) prepare and file with the Commission an appropriate filing under the Exchange Act that shall be incorporated by reference in the General Disclosure Package so that in the case of either (i) or (ii) above the General Disclosure Package as so amended or supplemented will not, in the light of the circumstances, be misleading or conflict with the Registration Statement then on file, or so that the General Disclosure Package will comply with the Securities Act, the Exchange Act or the Rules and Regulations.

(k) Without prejudice to its obligations under subsections (a), (e), (i) or (j) above, the Issuer will notify the Underwriter promptly of any change affecting any of its

Jamaica Feb 2007 Underwriting Agreement 12

representations, warranties, covenants, agreements and indemnities herein at any time prior to payment being made to the Issuer on the Closing Date and take such steps as may be reasonably requested by the Underwriter to remedy the same.

(l) All payments by the Issuer under this Agreement shall be made in dollars, free and clear of, and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatever nature, unless such withholding or deduction is required by law, in which event the Issuer shall pay such additional amounts as will result in the receipt by the recipient of such amounts as would have been received by it if no such withholding or deduction had been required (“Additional Amounts”). In the event that any transaction or payment made pursuant to this Agreement, or in connection with the enforcement of this Agreement, should be subject to any stamp duty, or other issue, transaction, value added or similar tax or duty (including court fees) payable in Jamaica, the Issuer will pay such additional amounts as may be necessary to ensure that the actual amount received equals the amount that would have been received had the payments not been subject to such duty or tax.

(m) For so long as any Securities remain outstanding, the Issuer shall obtain and keep in full force and effect all authorizations from (including, without limitation, those items referred to in Section 7(i)(iii) of this Agreement), and make and keep in full force and effect all registrations with any Governmental Agency that may be required for the execution, delivery and performance of the Agreements by the Issuer or for the validity or enforceability against the Issuer of the Agreements, and that may be required for the issuance, validity or enforceability of the Securities.

(n) The Issuer shall use its reasonable best efforts to procure the acceptance of the Securities into the book-entry systems of DTC, Euroclear and Clearstream Luxembourg and the eligibility of the Securities for clearance and settlement through DTC, Euroclear and Clearstream Luxembourg, and shall maintain the same until none of the Securities are outstanding.

(o) In the event that interest due and payable on the Securities is not paid on the appointed date of payment, the Issuer undertakes that it will take all necessary and appropriate action to provide for the due payment out of the Issuer’s Consolidated Fund of any amount that is not otherwise statutory expenditure charged on the Issuer’s Consolidated Fund.

(p) The Issuer shall not, during the period beginning on the date hereof and continuing to and including the date that is 60 days following the Closing Date, offer, sell, contract to sell, or otherwise dispose of in any offering targeted to the international capital markets any United States dollar denominated securities of or guaranteed by the Issuer that are similar to the Securities without the prior written consent of the Underwriter, such consent not to be unreasonably withheld. The Underwriter shall, prior to determining whether or not to consent, consult with the Issuer.

Jamaica Feb 2007 Underwriting Agreement 13

(q) The Issuer confirms that it has made or caused to be made on its behalf an application for the Securities to be admitted for trading on the EuroMTF, the alternative market of the Luxembourg Stock Exchange.

(r) The Issuer agrees to use its reasonable best efforts to maintain such admission for trading on the EuroMTF, the alternative market of the Luxembourg Stock Exchange, for as long as any of the Securities are outstanding and to pay all reasonable and documented fees and supply all further documents, information and undertakings as may be necessary or advisable for such purpose; provided, however, that if the admission for trading on the EuroMTF, the alternative market of the Luxembourg Stock Exchange, becomes unduly burdensome or impossible, the Issuer will obtain, and will thereafter use its reasonable best efforts to maintain, a listing for the Securities on such other stock exchange as it may, with the approval of the Underwriter, select.

(s) The Issuer agrees to supply or arrange to have supplied to the Underwriter or its agent for delivery to the EuroMTF, the alternative market of the Luxembourg Stock Exchange, respectively, copies of the Preliminary Prospectus and the Prospectus and such other documents, information and undertakings as may be required for the purpose of obtaining such listing.

7. The obligations of the Underwriter hereunder to purchase the Securities on the Closing Date are subject to the performance by the Issuer of its obligations hereunder and to the following additional conditions:

(a) All necessary foreign regulatory approval has been received not later than 5:30 p.m., New York time, on the date of this Agreement, or at such later time and date as shall have been consented to in writing by the Underwriter; if the Issuer shall have elected to rely upon Rule 430A, Rule 430B or Rule 430C of the Rules and Regulations, the Prospectus shall have been filed with the Commission in a timely fashion in accordance with Section 6(a) hereof; and, at or prior to the Closing Date no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereof shall have been issued and no proceedings therefor or pursuant to Section 8A of the Securities Act shall have been initiated or threatened by the Commission.

(b) (i) The representations and warranties of the Issuer in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date and (ii) the performance by the Issuer of all its obligations and satisfaction of all the conditions on its part to be satisfied at or prior to the Closing Date.

(c) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date, there shall not have occurred any downgrading, nor shall any notice have been given of (i) any downgrading, (ii) any intended or potential downgrading or (iii) any review or possible change that does not indicate an improvement, in the rating accorded any securities or guarantees of the Issuer by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Securities Act).

Jamaica Feb 2007 Underwriting Agreement 14

(d) Since the respective dates as of which information is given in the General Disclosure Package, there shall not have been any adverse change, or any development reasonably likely to involve an adverse change, in the condition (financial or otherwise) or general affairs of the Issuer that is material in the context of the issue of the Securities, otherwise than as set forth or contemplated in the General Disclosure Package, the effect of which in the judgment of the Underwriter makes it impracticable or inadvisable to proceed with the offering or the delivery of the Securities on the Closing Date on the terms and in the manner contemplated in the General Disclosure Package.

(e) On or prior to the Closing Date, there having been delivered to the Underwriter legal opinions, dated the Closing Date, of:

(i) the Office of the Attorney General of Jamaica, substantially in the form set forth in Exhibit II to this Agreement reasonably satisfactory to the Underwriter.

(ii) Allen & Overy LLP, U.S. legal advisors to the Issuer, substantially in the form set forth in Exhibit III to this Agreement.

(iii) Gibson, Dunn & Crutcher LLP, U.S. legal advisors to the Underwriter, in form and substance reasonably satisfactory to the Underwriter.

(iv) Hart Muirhead Fatta, Jamaican legal advisors to the Underwriter, substantially in the form set forth in Exhibit IV to this Agreement.

(f) The execution and delivery by all parties thereto of the Fiscal Agency Agreement and any other agreements necessary for the consummation of the transactions contemplated hereby and thereby on or prior to the Closing Date.

(g) The Issuer shall have made application to cause the Securities to be admitted for trading on the EuroMTF, the alternative market of the Luxembourg Stock Exchange, prior to the Closing Date.

(h) The Securities having been accepted for clearance of secondary market trading by DTC, Euroclear and Clearstream Luxembourg.

(i) On or prior to the Closing Date, there having been delivered to the Underwriter, in form and substance reasonably satisfactory to the Underwriter, the following documents, dated the Closing Date:

(i) A certificate of the Issuer executed by the Financial Secretary of the Ministry of Finance and Planning or other senior official of the Ministry of Finance and Planning as to the authority, incumbency and specimen signatures of the persons who have executed or will execute this

Jamaica Feb 2007 Underwriting Agreement 15

Agreement, the Securities, the Fiscal Agency Agreement and the other instruments and documents to be executed and delivered hereunder and thereunder by the Issuer.

(ii) A certificate signed by an Authorized Official (as defined below) certifying (A) at the time of the effectiveness of the Registration Statement or the effectiveness of any post-effective amendment to the Registration Statement, at the Applicable Time and at the Closing Date, that the Registration Statement did not and will not contain an untrue statement of a material fact and did not and will not omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading (B) that when any related Preliminary Prospectus or the Prospectus was first filed with the Commission (whether filed as part of the Registration Statement for the registration of the Securities or any amendment thereto or pursuant to Rule 424(b) of the Rules and Regulations) and when any amendment thereof or supplement thereto was first filed with the Commission and at the Closing Date, such Preliminary Prospectus or Prospectus and any amendments thereof and supplements did not contain an untrue statement of a material fact and did not omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, (C) as of the Applicable Time and at the Closing Date, that neither (x) the General Disclosure Package nor (y) any individual Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (D) as to the effect and continued accuracy of the representation and warranties set forth in subsection (a) of this Section 7 and (E) that all statistical information in the Registration Statement or the Prospectus or any related Preliminary Prospectus or any amendment thereof or supplement thereto is presented on a basis consistent with public official documents of the Issuer; provided, however, that the foregoing certification shall not apply to any statements in or omissions from the Registration Statement or the Prospectus or any related Preliminary Prospectus or any amendment thereof or supplement thereto of the Underwriter’s Information. For purposes of this Agreement “Authorized Officials” shall mean any one of the Consul General or Deputy Consul General of Jamaica, New York, New York, the Senior Director of the Ministry of Finance and Planning or a Director in the office of the Attorney General of Jamaica.

(iii) Originals or copies, certified by the appropriate officials of the Government of Jamaica, of the following authorizations, consents and approvals of the Minister of Finance and Planning relating to the issuance of the Securities:

Jamaica Feb 2007 Underwriting Agreement 16

(A) Loan Act, 1964, as amended

(x) Direction, signed by the Minister of Finance and Planning or the Financial Secretary of the Ministry of Finance and Planning, dated the Closing Date, specifying that the borrowings by the Issuer shall be deemed to be raised in those countries set out in such Direction.

(y) Certificate, signed by the Minister of Finance and Planning or the Financial Secretary of the Ministry of Finance and Planning, dated the Closing Date, certifying as to the aggregate loans outstanding under the Loan Act, 1964, as amended, certifying that the Issuer has sufficient borrowing capacity for the issuance of the Securities and that the issuance of the Securities and the transactions contemplated thereby does not and will not exceed the limitation on borrowing contained in, or otherwise violate, the Loan Act, 1964, as amended.

(B) Loans (Canada, United States of America and Other Specified Countries) Act

(x) Direction, signed by the Minister of Finance and Planning, dated the Closing Date, specifying that the borrowings by the Issuer shall be deemed to be raised in those countries set out in such Direction.

(y) Declaration Order, signed by the Minister of Finance and Planning, dated the Closing Date, declaring that the Loans (Canada, United States of America and Other Specified Countries) Act shall be applicable to the borrowings by the Issuer in the countries designated in such Order.

(C) The Stamp Duty Act

Notice evidencing the remission of stamp duty pursuant to Section 80B of the Stamp Duty Act, signed by the Minister of Finance and Planning.

(D) The Income Tax Act

Declaration of Exemption Order pursuant to Section 12(m) of the Income Tax Act, signed by the Minister of Finance and Planning.

(E) The Income Tax Act

Letter from the Commissioner of Taxpayer Audit and Assessment pursuant to Section 40(9) of the Income Tax Act authorizing the

Jamaica Feb 2007 Underwriting Agreement 17

Issuer to pay all interest and Additional Amounts under the Securities without deducting therefrom any sum on account of income tax (other than to residents of Jamaica who own or hold the Securities directly or indirectly or beneficially).

(F) The Transfer Tax Act

Notice evidencing the remission of transfer tax pursuant to Section 46 of the Transfer Tax Act, signed by the Minister of Finance and Planning,

(iv) Letter from the Process Agent accepting such appointment.

(j) Prior to the Closing Date, the Issuer shall have furnished to the Underwriter such further information, certificates and documents as the Underwriter may have reasonably requested.

If any of the conditions specified in this Section 7 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions, certificates or other documents referred to in or contemplated by this Agreement shall not be in all material respects satisfactory in form and substance to the Underwriter, this Agreement and all obligations of the Underwriter hereunder may be cancelled by the Underwriter at, or at any time prior to, the Closing Date.

The Underwriter may, at its discretion, waive compliance with the whole or any part of this Section 7.

8. The Issuer and the Underwriter agree:

(a) The Issuer shall indemnify and hold harmless the Underwriter and each person, if any, who controls the Underwriter within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act, against any and all losses, liabilities, claims, damages and expenses whatsoever as incurred (including but not limited to attorneys’ fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, liabilities, claims, damages or expenses (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Securities, or any amendment thereof, or any related Preliminary Prospectus or the Prospectus, or in any supplement thereto or amendment thereof, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Issuer will not be liable in any such case to the extent but only to the extent that any such loss, liability, claim, damage or

Jamaica Feb 2007 Underwriting Agreement 18

expense arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with Underwriter’s Information provided by the Underwriter. This indemnity will be in addition to any liability which the Issuer may otherwise have including under this Agreement.

(b) The Underwriter shall indemnify and hold harmless the Issuer, its officials and representatives, against any losses, liabilities, claims, damages and expenses whatsoever as incurred (including but not limited to attorneys’ fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, liabilities, claims, damages or expenses (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Securities, or any amendment thereof, or any related Preliminary Prospectus or the Prospectus, or in any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with Underwriter’s Information provided by the Underwriter. This indemnity will be in addition to any liability that the Underwriter may otherwise have including under this Agreement.

(c) Promptly after receipt by an indemnified party of notice of any claims or the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under this Section 8 notify each party against whom indemnification is to be sought in writing of the claim or the commencement thereof (but the failure so to notify an indemnifying party shall not relieve the indemnifying party from any liability which it may have under this Section 8 and, in any event, shall not relieve it from any liability that such indemnifying party may have otherwise then on account on this Section 8). The indemnifying party shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any person the indemnifying party may designate in such proceeding and the indemnifying party shall pay the fees and expenses of such counsel related to such proceeding. Except as otherwise provided in this Section 8(c), in no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. Notwithstanding the foregoing, the indemnified party or parties shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel

Jamaica Feb 2007 Underwriting Agreement 19

shall be at the expense of such indemnified party or parties unless (i) the employment of such counsel shall have been authorized in writing by one of the indemnifying parties in connection with the defense of such action, (ii) the indemnifying parties shall not have employed counsel to have charge of the defense of such action within a reasonable time after notice of commencement of the action, (iii) the indemnifying parties do not diligently defend such action after the assumption thereof or (iv) such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from or additional to those available to one or all of the indemnifying parties (in which case the indemnifying parties shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by the indemnifying parties. An indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if a proceeding is settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify any indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified parties, effect any settlement or compromise of, or consent to the entry of judgment with respect to, any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could have been sought under this Section 8 (whether or not the indemnified parties are actual or potential parties thereto), unless (A) such settlement, compromise or consent (x) includes an unconditional release of the indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (y) does not include a statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of the indemnified party and (B) the indemnifying parties reaffirm their obligations to the indemnified parties to indemnify such parties pursuant to this Section 8.

(d) In order to provide for contribution in circumstances in which the indemnification provided for in this Section 8 is for any reason held to be unavailable to or is insufficient to hold harmless an indemnified party in respect of any losses, liabilities, claims, damages or expenses referred to herein, each indemnifying party shall contribute to the aggregate losses, claims, damages, liabilities and expenses (including any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claims asserted, but after deducting in the case of losses, claims, damages, liabilities and expenses suffered by a party to this Agreement any contribution received by such party from persons, other than any other party to this Agreement, who may also be liable for contribution) as incurred to which the Issuer and the Underwriter may be subject, in such proportions as is appropriate to reflect the relative benefits received by the Issuer and the Underwriter from the offering of the Securities or, if such allocation is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to above but also the relative fault of the Issuer and the Underwriter in connection with the statements or omissions which

Jamaica Feb 2007 Underwriting Agreement 20

resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative benefits received by the Issuer and the Underwriter shall be deemed to be in the same proportion as (i) the total proceeds from the offering (net of underwriting discounts and commissions but before deducting expenses) received by the Issuer and (ii) the total underwriting discounts and commissions received by the Underwriter, respectively, in each case as set forth in the table on the cover page of the Prospectus. The relative fault of the Issuer and of the Underwriter shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Issuer or the Underwriter and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Issuer and the Underwriter agree that it would not be just and equitable if contribution pursuant to this Section 8 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this Section 8, the Underwriter shall not be required to contribute any amount in excess of the amount by which the total price at which the Securities are underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages that the Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within in the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 8, each person, if any, who controls the Underwriter within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act shall have the same rights to contribution as the Underwriter. Any party entitled to contribution will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim for contribution may be made against another party or parties, notify each party or parties from whom contribution may be sought, but the omission to so notify such party or parties shall not relieve the party or parties from whom contribution may be sought from any obligation it or they may have under this Section 8 or otherwise.

9. Notwithstanding anything contained in the Agreement herein, this Agreement may be terminated in the absolute discretion of the Underwriter, by notice given to the Issuer, if after the execution and delivery of this Agreement and prior to the Closing Date (a) trading generally shall have been suspended or materially limited on or by, as the case may be, any of the New York Stock Exchange, the Nasdaq Stock Market or the EuroMTF, the alternative market of the Luxembourg Stock Exchange, (b) trading of any securities of or guaranteed by the Issuer shall have been suspended on any exchange or in any over-the-counter market, (c) a general moratorium on commercial banking activities in the State of New York shall have been declared by either Federal or New York State authorities, or (d) (i) there shall have occurred any outbreak or escalation of hostilities or acts of terrorism involving the United States or there is a declaration of a national emergency or war by the United States or (ii) there shall have been any other calamity or

Jamaica Feb 2007 Underwriting Agreement 21

crisis, or any calamity or crisis arising from a change in political, financial or economic conditions if the effect of any such event in (i) or (ii) as in the judgment of the Underwriter makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Securities on the terms and in the manner contemplated by the Prospectus.

Notwithstanding any termination of this Agreement, the provisions of this Section 9 and of Sections 4, 5, 8 and 11 through 17, inclusive, shall be in full force and effect at all times after the execution hereof.

10. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto.

11. If this Agreement shall be terminated by the Underwriter because of any failure or refusal on the part of the Issuer to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Issuer shall be unable to perform its obligations under this Agreement or any condition of the Underwriter’s obligations cannot be fulfilled, the Issuer agrees to reimburse the Underwriter for all out of pocket expenses (excluding the fees and expenses of its counsel) reasonably incurred by the Underwriter in connection with this Agreement or the offering contemplated hereunder.

12. The Issuer submits to the non-exclusive jurisdiction of any Federal or State court in the Borough of Manhattan, The City of New York, United States of America, in any legal suit, action or proceeding based on or arising under this Agreement and agrees that all claims in respect of such suit or proceeding may be determined in any such court. The Issuer waives, to the extent permitted by law, the defense of an inconvenient forum or objections to personal jurisdiction with respect to the maintenance of such legal suit, action or proceeding. The Issuer irrevocably agrees not to claim and irrevocably waives any sovereign or other immunity to the fullest extent permitted by law (including, without limitation, the Foreign Sovereign Immunities Act of 1976 of the United States). The Issuer hereby designates and appoints the Consul General of Jamaica, presently located in New York, New York (the “Process Agent”), as its authorized agent, upon whom process may be served in any such legal suit, action or proceeding, it being understood that the designation and appointment of the Consul General of Jamaica, presently located in New York, New York as such authorized agent shall become effective immediately without any further action on the part of the Issuer. Such appointment shall be irrevocable to the extent permitted by applicable law and subject to the appointment of a successor agent in the United States on terms substantially similar to those contained in this Section 12 and reasonably satisfactory to the Underwriter. If the Process Agent shall cease to act as agent for services of process, the Issuer shall appoint, without unreasonable delay, another such agent, and notify the Underwriter of such appointment. The Issuer represents to the Underwriter that it has notified the Process Agent of such designation and appointment and that the Process Agent has accepted the same in writing. The Issuer hereby authorizes and directs the Process Agent to accept such service. The Issuer further agrees that service of process upon the Process Agent and written notice of said service to such party shall be deemed in every respect effective service of process upon the Issuer in any such legal suit, action or proceeding. Nothing herein shall affect the right of the Underwriter or any person controlling the Underwriter to serve process in any other manner permitted by law.

Jamaica Feb 2007 Underwriting Agreement 22

13. The obligation of the parties to make payments hereunder is in U.S. dollars (the “Obligation Currency”) and such obligation shall not be discharged or satisfied by any tender or recovery pursuant to any judgment expressed in any currency other than the Obligation Currency or any other realization in such other currency, whether as proceeds of set-off, security, guarantee, distributions, or otherwise, except to the extent to which such tender, recovery or realization shall result in the receipt by the party that is to receive such payment of the full amount of the Obligation Currency expressed to be payable hereunder. The party liable to make such payment agrees to indemnify the party that is to receive such payment for the amount (if any) by which such receipt shall exceed the full amount of the Obligation Currency, and, in each case, such obligation shall not be affected by judgment being obtained for any other sums due under this Agreement. The parties agree that the rate of exchange which shall be used to determine if such tender, recovery or realization shall result in the receipt by the party which is to receive such payment of the full amount of the Obligation Currency expressed to be payable hereunder shall be the noon buying rate in New York City for cable transfers in such foreign currency as certified for customs purposes by the Federal Reserve Bank of New York for the business day preceding that on which the judgment becomes a final judgment or, if such noon buying rate is not available, the rate of exchange shall be the rate at which in accordance with normal banking procedures the Underwriter could purchase United States dollars with such foreign currency on the business day preceding that on which the judgment becomes a final judgment.

14. This Agreement shall inure to the benefit of and be binding upon the Issuer, the Underwriter, each affiliate of the Underwriter that assists the Underwriter in the distribution of the Securities, any controlling persons referred to herein and their respective successors and assigns. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any other person, firm or corporation any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. No purchaser of Securities from the Underwriter shall be deemed to be a successor by reason merely of such purchase.

15. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if sent by certified mail or recorded hand delivery or transmitted by facsimile with telephonic confirmation. Notices to the Underwriter shall be given to: Citigroup Global Markets Inc., 388 Greenwich Street, New York, NY 10013, Attention: General Counsel (Fax: ((646) 291-5209)). Notices to the Issuer shall be given to it at Financial Secretary, Ministry of Finance and Planning, 30 National Heroes Circle, Kingston 4, Jamaica, W.I. (Fax: (876) 924-9291).

16. This Agreement may be signed in counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument.

17. This Agreement is made and entered into the State of New York. All negotiations of this Agreement occurred, or were initiated in, the State of New York. THIS AGREEMENT

Jamaica Feb 2007 Underwriting Agreement 23

SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PROVISIONS THEREOF.

Jamaica Feb 2007 Underwriting Agreement 24

If the foregoing is in accordance with your understanding, please sign and return two counterparts hereof.

Very truly yours,
GOVERNMENT OF JAMAICA
By:	/s/ Omar Davies
Name:	Omar Davies
Title:	Minister of Finance

Accepted: March 8, 2007

CITIGROUP GLOBAL MARKETS INC.
By:	/s/ M.C. Gilfond
Name:	M.C. Gilfond
Title:	Managing Director

SCHEDULE I

GENERAL USE FREE WRITING PROSPECTUSES

Final Term Sheet, attached to this Agreement as Exhibit I

EXHIBIT I

*** FINAL PRICING TERMS OF THE U.S. $350,000,000

GOVERNMENT OF JAMAICA 8.00% AMORTIZING NOTES DUE 2039***

ISSUER: The Government of Jamaica

SECURITIES: 8.00% Amortizing Notes Due 2039

FORMAT: SEC Registered (NO. 333-136480)

SIZE: US$ 350,000,000

GROSS PROCEEDS TO ISSUER: US$ 345,072,000

FINAL MATURITY DATE: March 15, 2039

SETTLEMENT: March 15, 2007 (T+5)

SPREAD: +346.7 bps vs. UST 4.75% due February 2037

YIELD: 8.125%

UST SPOT: 4.658%

PRICE TO PUBLIC: 98.592%

COUPON: 8.000% Per Annum (Payable Semi-Annually)

INTEREST PAYMENT DATES: March 15 and September 15, Beginning September 15, 2007

PRINCIPAL PAYMENT DATES: Principal payments will be made in three equal annual installments on March 15, 2037, March 15, 2038 and March 15, 2039

REDEMPTION: Not redeemable by the Issuer prior to maturity

DENOMS: $100,000 X $1,000

SOLE BOOKS: Citigroup Global Markets Inc.

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the Issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, the issuer, the underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling CITIGROUP GLOBAL MARKETS INC. toll free at 1-877-858-5407.

EXHIBIT II

Opinion of the Divisional Director of the Office of the Attorney General of Jamaica

1. The Government of Jamaica has full authority to execute and deliver each of the Underwriting Agreement, the Fiscal Agency Agreement, the Securities and all other documents and instruments to be executed and delivered by the Government of Jamaica thereunder, to incur the obligations to be incurred by it as provided therein and to perform and observe the provisions thereof on its part to be performed or observed and to issue and sell the Securities and to perform the terms thereof.

2. The Underwriting Agreement has been duly authorized, executed and delivered by the Government of Jamaica.

3. The creation and issue of the Securities, and the performance of the obligations thereunder, have been duly authorized by the Government of Jamaica, and when executed, authenticated, issued and delivered pursuant to the Fiscal Agency Agreement, the Securities will have been duly and validly executed, issued and delivered by the Government of Jamaica, and the Securities will constitute the valid and legally binding obligations of the Government of Jamaica enforceable against the Government of Jamaica in accordance with their terms and entitled to the benefits of the Fiscal Agency Agreement subject, as to enforcement, to legal and equitable limitations relating to or affecting the enforceability applicable generally to obligations of sovereigns.

4. The Fiscal Agency Agreement has been duly authorized, executed and delivered by the Government of Jamaica and, assuming due authorization, execution and delivery thereof by the other parties thereto, constitutes the valid and legally binding obligation of the Government of Jamaica enforceable against the Government of Jamaica in accordance with its terms, subject, as to enforcement, to legal and equitable limitations relating to or affecting enforceability applicable generally to obligations of sovereigns.

5. Neither the execution and delivery of the Underwriting Agreement, the Fiscal Agency Agreement or the Securities, nor the consummation of the transactions therein contemplated, nor compliance with the terms and provisions thereof, including performance of each of the obligations contained therein (a) to my best knowledge after due inquiry, will conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, loan agreement or other agreement or instrument for borrowed money known to me to which the Government of Jamaica is a party, (b) will conflict with, violate or result in a breach of, the Constitution as amended to the date hereof, or any statutes, laws (including, without limitation, the Loan Act 1964), decrees or regulations of the Government of Jamaica, (c) to my best knowledge after due inquiry, will conflict with or result in a breach of any of the terms, conditions or provisions of any treaty, convention or agreement to which the Government of Jamaica is a party or constitute a default thereunder, or (d) will result in a moratorium being declared by the Government of Jamaica or in the creation or imposition of any mortgage, lien, charge or encumbrance of any nature whatsoever upon any of the revenues or assets of the Government of Jamaica under any such treaty, convention,

II-1

agreement or instrument, which, in the case of clauses (a), (b), (c), or (d) could have a material adverse effect on the financial, economic or fiscal condition of the Government of Jamaica or affect the validity or enforceability of the Underwriting Agreement, the Fiscal Agency Agreement or the Securities.

6. The statements of law with respect to matters of Jamaican law set forth in the Preliminary Prospectus and the Prospectus as amended or supplemented under the captions entitled “Enforcement of Claims”, “Description of the Debt Securities—Enforcement of Claims” and “ Description of the Debt Securities—Governing Law and Submission to Jurisdiction” are true and correct in all material respects.

7. All consents, approvals, authorizations, orders registration or qualifications of or with any court or Jamaican Government Agency or other regulatory body in Jamaica for the execution, delivery and performance of the Underwriting Agreement and the Fiscal Agency Agreement and for the execution, issuance, sale and delivery of the Securities or the admission of the Securities for trading on the EuroMTF, the alternative market of the Luxembourg Stock Exchange, and the consummation by the Government of Jamaica of the transactions contemplated by the Underwriting Agreement, the Fiscal Agency Agreement and the Securities have been obtained and are in full force and effect.

8. (a) The agreement of the Government of Jamaica and the parties thereto that the Underwriting Agreement, the Fiscal Agency Agreement and the Securities shall be governed by and construed in accordance with, the laws of the State of New York will be recognized and enforced (subject to paragraph 16) herein in the courts of Jamaica in any action or proceeding involving the Government of Jamaica arising out of or relating to the Underwriting Agreement, the Fiscal Agency Agreement or the Securities. (b) (i) The Submission of the Government of Jamaica pursuant to Section 12 of the Underwriting Agreement, Section 16.1 of the Fiscal Agency Agreement and Paragraph 13(b) of the Securities to the jurisdiction of any state or federal court in the Borough of Manhattan, The City of New York and the Government of Jamaica’s waiver of objection to venue, in respect of any action arising out of or based upon the Underwriting Agreement, the Fiscal Agency Agreement or the Securities and (ii) the appointment of a Process Agent (as defined in the Underwriting Agreement, in the Fiscal Agency Agreement and in the Securities) as its authorized agent for the purposes described in Section 12 of the Underwriting Agreement, Section 16.2 of the Fiscal Agency Agreement and in Paragraph 13(c) of the Securities are each valid and legally binding on the Government of Jamaica. (c) Service of process effected in the manner set forth in Section 12 of the Underwriting Agreement, in Section 16.2 of the Fiscal Agency Agreement and in Paragraph 13(c) of the Securities will be effective, insofar as Jamaican law is concerned, to confer valid personal jurisdiction over the Government of Jamaica to the extent of any action referred to therein and (d) the waiver by the Government of Jamaica of any immunity contained in Section 12 of the Underwriting Agreement, Section 16.4 of the Fiscal Agency Agreement and Paragraph 13(e) of the Securities is valid effective and binding on the Government of Jamaica.

9. Subject to the provisions of the Stamp Duty Act (the requirements of which provisions are fully met and satisfied by the matters referred to in paragraph 10 hereof), it is not

II-2

necessary that the Underwriting Agreement, the Fiscal Agency Agreement or the Securities or any other document be filed, registered, recorded with or executed or notarized before, any court or other authority in Jamaica or that any registration charge or stamp or similar tax be paid on or in respect of the Underwriting Agreement, the Fiscal Agency Agreement or the Securities, to ensure the legality, validity, enforcement or admissibility in evidence of the Underwriting Agreement, the Fiscal Agency Agreement or the Securities.

10. There is no income, stamp or other tax, levy, impost, deduction or other charge imposed or levied (whether by withholding or otherwise) by the Issuer or any Governmental Agency or other Jamaican Governmental, revenue or taxing authority or agency on or by virtue of the creation, issuance or delivery of the Securities, the execution, delivery or performance by the Issuer of the Underwriting Agreement and the Fiscal Agency Agreement and the Securities, or the recognition or enforcement thereof, or any payment to be made by the Issuer pursuant thereto, that has not been effectively exempted or waived by the relevant Ministerial instruments referred to in Section 7(i) of the Underwriting Agreement, save and except that the interest and any other income paid under the Securities is taxable as income for residents of Jamaica who own or hold the Securities directly or indirectly or beneficially. The Issuer has obtained a total exemption of income tax on all interest and Additional Amounts paid under the Securities and on all payments under the Securities (other than payments to residents of Jamaica who own or hold the Securities directly or indirectly or beneficially), a total remission of stamp duty on the Agreements and the Securities and on transfers of the Securities or of beneficial interests in the Securities, and a total remission of transfer tax on transfers of the Securities or of beneficial interests in the Securities, and the Minister of Finance and Planning has issued appropriate Orders and Remission Notices under the Income Tax Act, Stamp Duty Act and Transfer Tax Act to such effect, and the Commissioner of Taxpayer Audit and Assessment has authorized the Issuer to pay all interest and Additional Amounts under the Securities (other than payments to residents of Jamaica who own or hold the Notes directly or indirectly or beneficially) without deduction of tax.

11. The statements in the Preliminary Prospectus and the Prospectus as amended or supplemented under the caption “Taxation — Jamaican Tax Considerations” fairly summarize the provisions of the Jamaican Tax Law described therein.

12. Other than the arbitration proceedings referred to in the Preliminary Prospectus and the Prospectus under the caption “Legal Proceedings”, there are to the best of my knowledge after due inquiry, no legal actions or proceedings or arbitrations pending to which the Government of Jamaica is party which would individually or in the aggregate have a material adverse effect on the Government of Jamaica ‘s financial, economic or fiscal condition or its ability to perform its obligations under the Underwriting Agreement, the Fiscal Agency Agreement or the Securities or purports to affect the legality, validity or enforceability thereof; and, to the best of my knowledge after due inquiry no such proceedings or actions are threatened.

II-3

13. The Underwriting Agreement, the Fiscal Agency Agreement and the Securities are in the proper legal form under the laws of Jamaica for the enforcement thereof against the Government of Jamaica under the laws of Jamaica and contain no provision which is contrary to law or public policy in Jamaica.

14. No stamp or other issuance or transfer taxes or duties and no capital gains, income, withholding or other taxes are payable by you or on your behalf as Underwriter to the Government of Jamaica or to any political subdivision or taxing authority thereof or therein by reason of your being Underwriter in connection with (a) the issuance, sale and delivery by the Government of Jamaica to or for the account of the Underwriter of the Securities or under the Underwriting Agreement or (b) the sale and delivery outside Jamaica by the Underwriter of the Securities to the initial purchasers thereof in the manner contemplated by the Prospectus.

15. If any judgment of a court outside Jamaica were rendered against the Government of Jamaica in connection with any action arising out of or relating to the Underwriting Agreement, the Fiscal Agency Agreement or the Securities, such judgment could be sued upon in the courts of Jamaica as a valid cause of action; and in any such suit, the Jamaican courts would, if satisfied that:

(a) the foreign court had competence by virtue of the submission of the Government of Jamaica to jurisdiction of that court at the time at which the action was brought;

(b) such judgment was final and conclusive;

(c) such judgment was for a fixed sum (including an award for damages);

(d) such judgment was not contrary to public policy in Jamaica; and

(e) such judgment was not obtained by fraud;

grant a judgment which would be enforceable against the Government of Jamaica in Jamaica without any retrial or re-examination of the merits of the original action; save that, execution or attachment can not be issued against the Government of Jamaica. A certificate issued by a court in Jamaica under Section 20(1) of the Crown Proceedings Act is issued whereupon the Ministry of Finance and Planning pays the amount if not subject to appeal.

16. A judgment obtained against the Government from a Jamaican court based upon a judgment of a foreign court meeting the requirements set forth above in paragraph 15, or obtained at first instance in a Jamaican Court, could only be enforced by an order of the Jamaican court directing the relevant official to comply with the judgment.

17. The Government of Jamaica’s obligations under the Underwriting Agreement, the Fiscal Agency Agreement and the Securities are commercial in nature and are subject to civil and commercial law. The execution, delivery and performance by the Government of Jamaica of each of the Underwriting Agreement and the Fiscal Agency Agreement and

II-4

the issuance of the Securities constitute private and commercial acts and the Government of Jamaica, having waived such sovereign immunity, has no right to claim immunity on the grounds of sovereignty from any legal proceedings, court jurisdiction, or from set-off, banker’s lien, counterclaim or any other legal process or remedy with respect to its obligations, under the Underwriting Agreement, the Fiscal Agency Agreement and the Securities.

18. The choice of New York law as the governing law of the Securities, the Underwriting Agreement and the Fiscal Agency Agreement will be given effect by the courts of Jamaica.

19. In any proceedings taken in Jamaica for the enforcement of the provisions of the Securities, the Underwriting Agreement and the Fiscal Agency Agreement, the choice of New York law as governing law thereof will, under current law, be recognised and enforced.

20. It is not necessary under the laws of Jamaica (a) in order to enable any person to exercise or enforce its rights under the Underwriting Agreement, the Fiscal Agency Agreement or the Securities or (b) by reason of any such person being or becoming a party to, or beneficiary of, the Underwriting Agreement, the Fiscal Agency Agreement or the holder of any Note or by reason of the performance of any person of its obligations thereunder or in respect thereof, that such person be licensed, qualified or otherwise entitled to carry on, or required to establish a place of business in Jamaica, nor will any such performance violate applicable law in Jamaica.

21. None of the parties to the Underwriting Agreement, the Fiscal Agency Agreement or the holders of the Securities are or will be deemed resident, domiciled, carrying on business or subject to taxation in Jamaica solely by reason of the execution, delivery, performance or enforcement of the Underwriting Agreement, the Fiscal Agency Agreement, the Securities or any document or instrument referred to therein.

22. Nothing that came to the attention of the Office of the Attorney General of Jamaica has caused it to believe that the Registration Statement or the Prospectus as of its date, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein in the light of the circumstances under which they were made not misleading.

II-5

EXHIBIT III

Opinion of Allen & Overy, U.S. Legal Advisors to the Issuer

1. Assuming that the Fiscal Agency Agreement has been duly authorized, executed and delivered by the Government of Jamaica insofar as the laws of Jamaica are concerned, the Fiscal Agency Agreement constitutes a valid and legally binding obligation of the Government of Jamaica enforceable against the Government of Jamaica in accordance with its terms, subject to legal and equitable limitations relating to or affecting enforceability applicable generally to obligations of sovereigns.

2. Assuming that the Securities have been duly authorized, executed, issued and delivered by the Government of Jamaica insofar as the laws of Jamaica are concerned, the Securities constitute valid and legally binding obligations of the Government of Jamaica enforceable against the Government of Jamaica in accordance with their terms, subject to legal and equitable limitations relating to or affecting enforceability applicable generally to obligations of sovereigns.

3. Assuming that the Underwriting Agreement has been duly authorized, executed and delivered by the Government of Jamaica insofar as the laws of Jamaica are concerned, the Underwriting Agreement has been duly executed and delivered by the Government of Jamaica.

4. Assuming the validity of such action under the laws of Jamaica, under the laws of the State of New York relating to submission of personal jurisdiction, the Government of Jamaica has validly and effectively submitted to the personal jurisdiction of any state or Federal court in the Borough of Manhattan, The City of New York, State of New York, and has validly and irrevocably appointed the Consul General of Jamaica in The City of New York as its authorized agent for the purposes described in Section 12 of the Underwriting Agreement.

5. All regulatory consents, authorizations, approvals and filings, including, without limitation, those which have been made or obtained under the Securities Act, required to be obtained or made by the Government of Jamaica under the Federal laws of the United States and the laws of the State of New York for the sale and delivery of the Securities by the Government of Jamaica to the Underwriter have been obtained or made.

6. The Registration Statement and the Prospectus and any amendments thereof or supplements thereto (except, in each case, for the information of a statistical, accounting or financial nature included therein, as to which no view has been expressed), comply as to form in all material respects with the requirements of the Securities Act and the Rules and Regulations; and counsel has no reason to believe that on the date on which the Registration Statement became effective or the date the Registration Statement was last deemed amended the Registration Statement (except, in each case, for the information of a statistical, accounting or financial nature included therein, as to which no view has been expressed), contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not

III-1

misleading or that the General Disclosure Package as of the Applicable Time or the Prospectus as of its date and on the Closing Date included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they we made, not misleading.

7. The statements under the captions “Description of the Debt Securities”, “Taxation—United States Federal Income Tax Considerations” and “Underwriting” in the Prospectus, insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, fairly present the information called for with respect to such legal matters, documents and proceedings.

8. The Registration Statement is effective under the Securities Act, and, to the best knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereof has been issued and no proceedings therefor or pursuant to Section 8A of the Securities Act have been initiated or threatened by the Commission.

III-2

EXHIBIT IV

Opinion of Jamaican Legal Advisor to Underwriter

1. The Issuer has full power and authority to create and issue the Securities as contemplated in the Prospectus, to execute and deliver each of the Underwriting Agreement and the Fiscal Agency Agreement, to undertake and to perform the obligations to be incurred by it as provided therein, and to perform and observe the provisions therein.

2. The creation and issue of the Securities and the execution, delivery and performance by the Issuer of the Underwriting Agreement and the Fiscal Agency Agreement have been duly authorised by all necessary actions and by all necessary legislative, executive, administrative and other governmental actions.

3. The Securities to be sold by the Issuer pursuant to the Prospectus have been duly authorised by the Issuer and, when duly executed, authenticated and delivered by the Issuer against payment therefor, will constitute legal, valid and binding obligations of the Issuer enforceable in accordance with their terms, subject to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and subject to the effect of any applicable moratorium or other similar laws affecting creditors’ rights generally.

4. Each of the Underwriting Agreement and the Fiscal Agency Agreement have been duly and validly authorised by the Issuer and, when duly executed and delivered, will constitute the legal, valid and binding obligations of the Issuer, enforceable in accordance with its terms, subject to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and subject to the effect of any applicable moratorium or other similar laws affecting creditors’ rights generally.

5. There is no constitutional provision, nor any provision of any treaty, convention, statute, law, regulation, decree, court order or similar authority binding upon the Issuer, nor any provision of any contract, agreement or instrument known to us to which the Issuer or any Governmental Agency is a party or by which it is bound or in respect of indebtedness in relation to which it is a surety, which would be contravened or breached, or under which a default would arise or a moratorium in respect of any obligations of the Issuer be effected, as a result of the execution and delivery of the Underwriting Agreement or the Fiscal Agency Agreement, the creation and issue of the Securities as contemplated by the Underwriting Agreement and the Prospectus or as a result of the performance or observance by the Issuer of any of the terms of the Underwriting Agreement, and the Fiscal Agency Agreement or the Securities.

6. No consent, approval (including exchange control approval), authorisation, order, registration or qualification of or with any court or Governmental Agency or other regulatory body in Jamaica is required for (a) the due execution, delivery and performance by the Issuer of the Underwriting Agreement and the Fiscal Agency Agreement, (b) the validity or enforceability against the Issuer of the Underwriting

IV-1

Agreement and the Fiscal Agency Agreement or any such document or instrument to be executed and delivered by it, or (c) the issue, sale, delivery or listing on the Stock Exchange of the Securities or for the consummation of the other transactions contemplated by the Underwriting Agreement and the Fiscal Agency Agreement, other than those referred to in Section 7(i) of the Underwriting Agreement.

7. It is not necessary for the legality, validity, enforceability or admissibility of in evidence of the Underwriting Agreement, the Fiscal Agency Agreement or the Securities that they be filed, recorded or enrolled with any court or authority in Jamaica or that a stamp, registration or similar tax in Jamaica be paid on in relation to them, nor will it be necessary for the Underwriter, the parties to the Fiscal Agency Agreement or the holders of the Securities to register themselves for the purpose of taking any legal or other measures to enforce the Underwriting Agreement, the Fiscal Agency Agreement or the Securities in Jamaica.

8. The Underwriting Agreement, the Fiscal Agency Agreement and the Securities are in proper legal form under the laws of Jamaica for the enforcement thereof in Jamaica against the Issuer and contain no provision which is contrary to law or public policy in Jamaica or which is or would for any reason not be upheld by the courts of Jamaica.

9. The Issuer’s obligations under the Underwriting Agreement, the Fiscal Agency Agreement and the Securities are commercial in nature and are subject to civil and commercial law. The execution, delivery and performance by the Issuer of each of the Underwriting Agreement and the Fiscal Agency Agreement and the issuance of the Securities constitute private and commercial acts and not governmental or public acts and in Jamaica the Issuer has no right to claim immunity on the grounds of sovereignty from any legal proceedings, court jurisdiction, or from set-off, banker’s lien, counterclaim or any other legal process or remedy with respect to its obligations, under the Underwriting Agreement, the Fiscal Agency Agreement and the Securities (subject to the matters specified in item 15 below). The waiver of immunity by the Issuer contained in the Underwriting Agreement, the Fiscal Agency Agreement and the Securities, the consent by the Issuer to the jurisdiction of the courts specified in the Underwriting Agreement, the Fiscal Agency Agreement and the Securities, and the selection of the laws of the State of New York as the governing law for each of the Underwriting Agreement, the Fiscal Agency Agreement and the Securities are authorised, valid and legal acts of the Issuer, and the appointment of the Process Agent in the Underwriting Agreement, the Fiscal Agency Agreement and the Securities is irrevocably binding on the Issuer.

10. Each of the Underwriting Agreement and the Fiscal Agency Agreement and each payment obligation under each such Agreement are general, direct, unsecured and unconditional obligations of the Issuer.

11. The Securities constitute general, direct, unsecured and unconditional obligations of the Issuer that will rank at least pari passu, without any preference among themselves, and will rank at least equally with all other payment obligations of the Issuer related to unsecured External Indebtedness (as defined in the Prospectus).

IV-2

12. There is no income, stamp or other tax, levy, impost, deduction or other charge imposed or levied (whether by withholding or otherwise) by the Issuer or any Governmental Agency or other Jamaican Governmental, revenue or taxing authority or agency on or by virtue of the issuance or delivery of the Securities, the execution, delivery or performance by the Issuer of the Underwriting Agreement and the Fiscal Agency Agreement, the enforcement thereof against the Issuer, or any payment to be made by the Issuer pursuant thereto that has not been effectively exempted or waived by the relevant Ministerial instruments referred to in Section 7(i) of the Underwriting Agreement, save and except that the interest and any other income paid under the Securities is taxable as income for residents of Jamaica who own or hold the Securities directly or indirectly or beneficially. The Issuer has obtained a total exemption from withholding tax (other than in respect of payments to residents of Jamaica who own or hold the Securities directly or indirectly or beneficially) and stamp duty and the Minister of Finance and Planning has issued appropriate Orders under the Income Tax Act and Stamp Duty Act to such effect.

13. The Issuer is authorised to issue the Securities under the Loan Act and the Loans (Canada, United States of America and Other Specified Countries) Act and the issuance of the Securities so far as known to us will not exceed the limitation contained in, or otherwise violate, the Loan Act. The certificate from the Minister of Finance and Planning or other authorised official of the Ministry of Finance and Planning to such effect is duly authorised by the Issuer.

14. All statements in the Preliminary Prospectus and the Prospectus as amended or supplemented with respect to the laws of Jamaica are correct in all material respects and the information contained in the Preliminary Prospectus and the Prospectus (other than that included under “Plan of Distribution”) has, to the best of our knowledge and belief, been included on the authority of the Ministry of Finance and Planning, which is duly authorized to do so under the laws of Jamaica.

15. If any judgment of a court outside Jamaica were rendered against the Issuer in connection with any action arising out of or relating to the Underwriting Agreement, the Fiscal Agency Agreement or the Securities, such judgment could be sued upon in the courts of Jamaica as a valid cause of action; and in any such suit, the Jamaican courts would, if satisfied that:

(a) the foreign court had competence by virtue of the submission of the Issuer to jurisdiction of that court at the time at which the action was brought;

(b) such judgment was final and conclusive;

(c) such judgment was for a fixed sum (including an award for damages);

(d) such judgment was not contrary to public policy in Jamaica; and

(e) such judgment was not obtained by fraud;

grant a judgment which would be enforceable against the Issuer in Jamaica subject to the limitations arising under the Crown Proceedings Act of Jamaica in relation to the manner of enforcement in Jamaica of a judgement against the Issuer) without any retrial or re-examination of the merits of the original action.

IV-3

16. Any judgment obtained in a court in Jamaica against the Issuer by the holder of any Securities or by any party to the Underwriting Agreement or the Fiscal Agency Agreement will be expressed in the currency in which the underlying obligation is denominated, provided that the claim comprising the cause of action on which judgment is obtained has been expressed in that currency.

17. Under the laws of Jamaica, the Issuer would not be entitled to plead, or cause to be pleaded on its behalf, sovereign immunity from the jurisdiction of the courts of Jamaica in respect of any action arising out of, or relating to, its obligations under the Underwriting Agreement, the Fiscal Agency Agreement or the Securities, and such courts would have jurisdiction in respect of such actions.

18. All payments of interest by the Issuer in respect of the Securities, the Underwriting Agreement and the Fiscal Agency Agreement may be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments or government charges of whatsoever nature imposed, earned, collected, withheld or assessed by Jamaica or any political subdivision or authority or agency thereof or therein having power to tax, save and except that the interest and any other income paid under the Securities is taxable as income for residents of Jamaica who own or hold the Securities directly or indirectly or beneficially.

19. The provisions of the Underwriting Agreement, the Fiscal Agency Agreement and the Securities as to the Payment of Additional Amounts in the event the Issuer is required by law to withhold or deduct any amount in respect of taxes, levies, duties or similar charges from any payment it may make thereunder, are each legal, valid, binding and enforceable under the laws of Jamaica.

20. The choice of New York law as the governing law of the Securities, the Underwriting Agreement and the Fiscal Agency Agreement will be recognised and given effect by the courts of Jamaica.

21. In any proceedings taken in Jamaica for the enforcement of the provisions of the Securities, the Underwriting Agreement and the Fiscal Agency Agreement, the choice of New York law as governing law thereof will, under current law, be recognised and enforced.

22. It is not necessary under the laws of Jamaica (a) in order to enable any person to exercise or enforce its rights under the Underwriting Agreement, the Fiscal Agency Agreement or the Securities or (b) by reason of any such person being or becoming a party to, or beneficiary of, the Underwriting Agreement, the Fiscal Agency Agreement or the holder of any Note or by reason of the performance of any person of its obligations thereunder or in respect thereof, that such person be licensed, qualified or otherwise entitled to carry on, or required to establish a place of business in Jamaica, nor will any such performance violate applicable law in Jamaica.

IV-4

23. None of the parties to the Underwriting Agreement, the Fiscal Agency Agreement or the holders of the Securities are or will be deemed resident, domiciled, carrying on business or subject to taxation in Jamaica solely by reason of the execution, delivery, performance or enforcement of the Underwriting Agreement, the Fiscal Agency Agreement, the Securities or any document or instrument referred to therein.

IV-5

EX-2

EXHIBIT 2

GLOBAL NOTE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO JAMAICA OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY GLOBAL NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

GOVERNMENT OF JAMAICA

US$350,000,000 8.00% Amortizing Notes due 2039

US$350,000,000

CUSIP No.: 470160 AV4	ISIN No.: US470160AV46
	Common Code: 029194408

THE GOVERNMENT OF JAMAICA (“Jamaica”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, upon surrender hereof, on the date or dates specified herein, the principal sum of US$350,000,000, payable in three installments in the amounts and on the dates set forth in Section 2 of this Note, and to pay interest thereon from the date hereof (the “Issue Date”) on the outstanding principal amount at rates determined in accordance with this Security on each Scheduled Payment Date (as defined below), until payment of said principal amount has been made or duly provided for. Interest will accrue from and including the most recent date to which interest has been paid or duly provided for or, if no interest has been paid or duly provided for, from the Issue Date until payment of said principal amount has been made or duly provided for.

The interest payable on this Security on any Scheduled Payment Date will, subject to certain conditions set forth in this Security, be paid to the person in whose name this Security is registered at the close of business on the Regular Record Date (as defined below) preceding such Scheduled Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the person in whose name this Security is registered on such Regular Record Date and may be paid to the person in whose name this

Security is registered at the close of business on a subsequent record date for the payment of such defaulted interest to be fixed by Jamaica or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which this Security may be listed.

This Security is issued in respect of an issue of Debt Securities of Jamaica (the “Debt Securities”) indicated in the Fiscal Agency Agreement and is governed by the provisions of a Fiscal Agency Agreement, dated as of June 20, 2002 (the “Fiscal Agency Agreement”), among Jamaica, Deutsche Bank Trust Company Americas, as fiscal agent, principal paying agent and registrar (the “Fiscal Agent”), and Deutsche Bank Luxembourg S.A., as paying agent and transfer agent (the “Luxembourg Paying Agent”). Such further provisions shall for all purposes have the same effect as though fully set forth at this place.

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Fiscal Agent by manual signature, this Security shall not be valid or obligatory for any purpose.

2

IN WITNESS WHEREOF, Jamaica has caused this instrument to be duly executed.

Dated: March 15, 2007	GOVERNMENT OF JAMAICA
	By:	/s/ Colin Bullock
	Name:	Colin Bullock
	Title:	Financial Secretary
This is one of the Securities of the Series of Debt Securities designated therein referred to in the within-mentioned Fiscal Agency Agreement.
	DEUTSCHE BANK TRUST COMPANY AMERICAS, as fiscal agent
	By:	Deutsche Bank National Trust Company
	By:	/s/ Yana Kalachikova
		Authorized Signatory

3

Reverse of Security

1. This Security is a permanent book-entry security evidencing a duly authorized issue of Debt Securities of Jamaica, issued and to be issued in one or more Series in accordance with a Fiscal Agency Agreement dated as of June 20, 2002 (the “Fiscal Agency Agreement”), among Jamaica, Deutsche Bank Trust Company Americas, as fiscal agent, principal paying agent and registrar (the “Fiscal Agent”), and Deutsche Bank Luxembourg S.A., as paying agent and transfer agent (the “Luxembourg Paying Agent”), copies of which Fiscal Agency Agreement are on file and available for inspection at the corporate trust office of the Fiscal Agent in the Borough of Manhattan, The City of New York and at the offices of the Transfer Agent(s) appointed by Jamaica referred to below. This Security is a permanent book-entry security evidencing the Securities of the Series designated on the face hereof (the “Securities”), limited in aggregate principal amount to US$350,000,000.

2. The Securities are issuable in fully registered form. The Securities are issuable in authorized denominations of US$100,000 of original principal amount and integral multiples of US$1,000 above that amount. The Securities and transfers thereof, shall be registered as provided in Section 3 below and in the Fiscal Agency Agreement. The Securities will mature on March 15, 2039 (the “Maturity Date”). Principal of the Securities will be repaid in the following amounts (as a percentage of the original principal amount) and on the following dates (each, a “Principal Payment Date”) to the Person in whose name this Security is registered at the close of business on the fifteenth day preceding each Principal Payment Date (whether or not a Business Day):

Principal Payment Date	Principal Percentage
March 15, 2037	33.3333333%
March 15, 2038	33.3333333%
March 15, 2039	33.3333334%

The Securities will bear interest on the outstanding principal amount from the Issue Date or from the most recent Scheduled Payment Date to which interest has been paid or duly provided for, as the case may be, at a rate of 8.00% per annum payable semiannually in arrears on March 15 and September 15, commencing on September 15, 2007 (each such date, a “Scheduled Payment Date”). Interest on the Securities will be calculated on the basis of a 360-day year consisting of 12 months of 30 days each and, in the case of an incomplete month, the number of days elapsed.

3. Except as set forth in this Section 3, the Securities are issuable only as fully registered book-entry Securities, without coupons, each registered in the name of DTC, a nominee thereof or a successor to DTC, or a nominee thereof, and (i) no book-entry Security

4

may be transferred, except in whole and not in part, and only to DTC, one or more nominees of DTC or one or more respective successors of DTC and its nominees, and (ii) no book-entry Security may be exchanged for any Security other than another book-entry Security. Notwithstanding any other provisions of the Fiscal Agency Agreement or this book-entry Security, a book-entry Security may be exchanged for registered Securities registered in the name of a person other than DTC, a nominee of DTC or a successor of DTC or its nominee if (i) DTC notifies Jamaica that it is unwilling or unable to continue as depository for such book-entry Security or ceases at any time to be a clearing agency registered under the Securities Exchange Act of 1934 at a time when it is required to be and a successor depository so registered is not appointed by Jamaica within 90 days of receiving such notice, or becoming aware that the depository is no longer so registered, (ii) Jamaica, in its sole discretion, instructs the Fiscal Agent in writing that a book-entry Security shall be so transferable and exchangeable or (iii) there shall have occurred and be continuing an Event of Default (as defined below) with respect to the Securities evidenced by this book-entry Security. Registered Securities issued in exchange of this book-entry Security will be registered in such names, and issued in such denominations (of US$100,000 of original principal amount and integral multiples thereof), as an authorized representative of DTC shall request.

Jamaica shall maintain in the Borough of Manhattan, The City of New York, an office or agency where Securities may be surrendered for registration of transfer or exchange. Jamaica has initially appointed the corporate trust office of the Fiscal Agent as its agent in the Borough of Manhattan, The City of New York, for such purpose (the “Registrar”) and agrees to cause to be kept at such office a register in which, subject to such reasonable regulations as it may prescribe, Jamaica will provide for the registration of Securities and registration of transfers of Securities. In addition, Jamaica has appointed the main offices of Deutsche Bank Luxembourg S.A. in Luxembourg as an additional agency (a “Transfer Agent”) where Securities may be surrendered for registration of transfer or exchange. Jamaica reserves the right to vary or terminate the appointment of the Fiscal Agent as Registrar or of any Transfer Agent or to appoint additional or other Registrars or Transfer Agents or to approve any change in the office through which any Registrar or any Transfer Agent acts, provided that there will at all times be a security registrar in the Borough of Manhattan, The City of New York.

The transfer of a Security is registrable on the aforementioned register upon surrender of such Security at the corporate trust office of the Fiscal Agent or any Transfer Agent duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to Jamaica and the Fiscal Agent duly executed by, the registered holder thereof or his attorney duly authorized in writing. Upon such surrender of this Security for registration of transfer, Jamaica shall execute, and the Fiscal Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denominations and of a like aggregate principal amount.

The Fiscal Agent or the Registrar as the case may be, shall not register the transfer of or exchange Securities for a period of 15 days preceding the due date for any payment of principal of or interest on the Securities.

At the option of the registered holder upon request confirmed in writing, Securities may be exchanged for Securities of any authorized denominations and of a like tenor,

5

form and aggregate principal amount upon surrender of the Securities to be exchanged at the office of any Transfer Agent or at the corporate trust office of the Fiscal Agent. Whenever any Securities are so surrendered for exchange, Jamaica shall execute, and the Fiscal Agent shall authenticate and deliver, the Securities which the registered holder making the exchange is entitled to receive. Any registration of transfer or exchange will be effected upon any Transfer Agent or the Fiscal Agent, as the case may be, being satisfied with the documents of title and identity of the person making the request and subject to such reasonable regulations as Jamaica may from time to time agree with the Transfer Agents and the Fiscal Agent.

All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of Jamaica, evidencing the same debt, and entitled to the same benefits, as the Securities surrendered upon such registration of transfer or exchange. No service charge shall be made for any registration of transfer or exchange, but Jamaica may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Security for registration of transfer, Jamaica, the Fiscal Agent and any agent of Jamaica or the Fiscal Agent may treat the person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither Jamaica nor the Fiscal Agent nor any such agent shall be affected by notice to the contrary.

4.(a) Repayment of the principal of (and premium, if any, on) this Security will be made to the Person in whose name this Security is registered at the close of business on the applicable Principal Payment Date at the office of the Paying Agent in The City of New York or, subject to applicable laws and regulations, at the office of any Paying Agent by check drawn on, or by wire transfer to an account maintained by such Person with, a bank located in The City of New York. Payment of any installment of interest on this Security will be made to the Person in whose name this Security is registered at the close of business on the Regular Record Date (as defined below) immediately preceding the related Scheduled Payment Date. “Regular Record Date” means, with respect to any Scheduled Payment Date, the fifteenth day preceding each Scheduled Payment Date (whether or not a Business Day). Payment of such interest will be made by a check drawn on a bank in New York City mailed to the holder at such holder’s registered address, or, upon application of any holder of at least US$1,000,000 of original principal amount of Securities, to the Paying Agent in New York City not later than the relevant Regular Record Date, by wire transfer to an account maintained by such holder with a bank in New York City.

(b) Jamaica agrees that so long as any of the Securities are outstanding, it will maintain a Paying Agent in a western European city for payments on Securities (which will be Luxembourg so long as the Securities are listed on the Luxembourg Stock Exchange and such Exchange so requires), a Registrar having a specified office in The City of New York, and a Paying Agent having specified offices in The City of New York. Jamaica has initially appointed Deutsche Bank Trust Company Americas, as Fiscal Agent. Subject to the foregoing, Jamaica shall have the right at any time to terminate any such appointment and to appoint any other Paying Agents or Transfer Agents in such other places as they may deem appropriate upon notice in accordance with Section 13 below.

6

(c) In any case where a Scheduled Payment Date shall not be a Business Day at any place of payment, then the relevant payment need not be made on such date at such place but may be made on the next succeeding day at such place which is a Business Day in the applicable jurisdiction, with the same force and effect as if made on the date for such payment, and no interest shall accrue for the period from and after such date. In this Section, “Business Day” means a day on which banking institutions or the corporate trust office of the Agents (as defined in the Fiscal Agency Agreement) in The City of New York and at the applicable place of payment are not authorized or obligated by law or executive order to be closed.

5.(a) In acting under the Fiscal Agency Agreement and in connection with the Securities, each of the Agents and each other Paying Agent is acting solely as agent of Jamaica and does not assume any obligation toward or relationship of agency or trust for or with the owner or holder of any Securities, except that any funds held by any such Agent for payment of principal of or interest of the Securities shall be held in trust by it and applied as set forth herein, but need not be segregated from other funds held by it, except as required by law. For a description of the duties and the immunities and rights of each of the Agents under the Fiscal Agency Agreement, reference is made to the Fiscal Agency Agreement, and the obligations of each of the Agents to the owners or holders of Securities are subject to such immunities and rights.

(b) All moneys paid by or on behalf of Jamaica to the Paying Agent or any other Paying Agent for the payment of the principal of (and premium, if any) or interest on any Security which remain unclaimed at the end of two years after such principal (and premium, if any) or interest shall have become due and payable will be repaid to Jamaica (including all interest accrued, if any, with respect to any such amounts), and the holder of such Securities will thereafter look only to Jamaica for payment. Upon such repayment all liability of the Paying Agent and any other Paying Agent with respect thereto shall cease, without, however, limiting in any way the obligation of Jamaica in respect of the amount so repaid. This Security will become void unless presented for payment within five years after the Maturity Date (or such shorter period as may be prescribed by applicable laws).

6. Additional Covenant of Jamaica. Jamaica covenants and agrees that, so long as any Security remains outstanding, Jamaica shall maintain at all times its membership in the International Monetary Fund (“IMF”) and continue to be eligible to use the general resources of the IMF under the IMF Articles of Agreement.

7.(a) All payments by Jamaica of principal (and premium, if any) and interest, if any, in respect of each Series of the Securities shall be made without withholding or deduction for or on account of any present or future taxes, duties, assessments, or other governmental charges of whatsoever nature imposed or levied by Jamaica or any political subdivision or authority thereof or therein having power to tax (“Taxes”), unless Jamaica is compelled by law to deduct or withhold such taxes, duties, assessments, or governmental charges. In such event, Jamaica shall make such withholding, make payment of the amount so withheld to the appropriate governmental authority and forthwith pay such additional amounts (“Additional Amounts”) as may be necessary to ensure that the net amounts receivable by the holders of each Series of the Securities after such withholding or deduction shall equal the respective amounts of principal (and premium, if any) and interest which would have been receivable in respect of such

7

Securities in the absence of such withholding or deduction. No such Additional Amounts shall be payable: (i) in respect of any Security held by or on behalf of a holder who is liable for such Taxes by reason of such holder having some connection with Jamaica or otherwise than merely by the holding of such Security or by the receipt of principal or interest in respect thereof; or (ii) in respect of any Security by or on behalf of a holder who is liable for such taxes by reason of such holder’s failure to comply with any certification, identification or other reporting requirement concerning the nationality, residence, identity or connection with Jamaica, or any political subdivision or taxing authority thereof or therein, of such holder or the holder of any interest in such Security or rights in respect thereof, if compliance is required by Jamaica, or any political subdivision or taxing authority thereof or therein, as a precondition to exemption from such deduction or withholding; or (iii) by reason of the failure of such holder to present such holder’s Security for payment (where such presentment is required) within 30 days after the date on which such payment first became due and payable or (if the full amount of the money payable has not been received by the Fiscal Agent on or prior to such due date) the date on which payment thereof is duly provided for and notice thereof given to holders, whichever occurs later, except to the extent that the holder of such Security would have been entitled to Additional Amounts on presenting such Security for payment on any day during such 30-day period.

No such Additional Amounts shall be payable in respect of any Security to any holder that is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent the beneficiary or settlor with respect to such fiduciary or a member of a partnership or a beneficial owner would not have been entitled to receive payment of Additional Amounts had such beneficiary, settlor, member or beneficial owner been the holder of such Security.

(b) Whenever in this Security or the Fiscal Agency Agreement there is mentioned, in any context, the payment of the principal of (and premium, if any) or interest on, or in respect of, a Security, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof and express mention of the payment of Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made.

(c) Jamaica shall pay all stamp taxes and other duties, if any, which may be imposed by the Government of Jamaica, the United States or any political subdivision thereof or taxing authority of or in the foregoing with respect to the Fiscal Agency Agreement or the issuance of this Security.

(d) Except as specifically provided in this Security, Jamaica shall not be required to make any payment with respect to any tax, assessment or other governmental charge imposed by any government or any political subdivision or taxing authority thereof or therein.

8.(a) The Securities will be direct, general, unsecured and unconditional obligations of Jamaica and will rank at least pari passu, without any preference among themselves. The payment obligations of Jamaica under the Securities will at all times rank at least equally with all other payment obligations of Jamaica related to unsecured External Indebtedness (as defined below) of Jamaica. Jamaica has pledged its full faith and credit for the due and punctual payment of principal of (and premium, if any) and interest on the Securities.

8

(b) So long as any Securities of this Series remain Outstanding (as defined in the Fiscal Agency Agreement), Jamaica will not create or permit to subsist any Security Interest (as defined below) in any of its present or future revenues, property or assets to secure Public External Indebtedness of Jamaica unless such Securities are secured equally and ratably with such Public External Indebtedness or such Securities have the benefit of such other security, guarantee, indemnity or other arrangement as shall be approved by the holders of the Securities of such Series as provided under Section 11.2 of the Fiscal Agency Agreement; provided, however, that Jamaica may create or permit to subsist:

(i) any Security Interest upon property to secure Public External Indebtedness of Jamaica incurred for the purpose of financing the acquisition of such property and any renewal or extension of any such Security Interest which is limited to the original property covered thereby and which secures any renewal or extension of the original secured financing;

(ii) any Security Interest existing upon property to secure Public External Indebtedness of Jamaica at the time of the acquisition of such property and any renewal or extension of any such Security Interest which is limited to the original property covered thereby and which secures any renewal or extension of the original secured refinancing;

(iii) any Security Interest in existence as of the date hereof or any renewal or extension thereof;

(iv) any Security Interest securing Public External Indebtedness incurred for the purpose of financing all or any portion of the costs of the acquisition, construction, development or expansion of any project (including costs such as escalation, interest during construction and financing and refinancing costs), provided that such Security Interest applies only to (i) the property so acquired, constructed, developed or expanded and any property that is reasonably incidental to the use of such property (and any right or interest therein), (ii) any inventories or any other products of or revenue or profit of or from such property (or right or interest therein), and (iii) any shares or other ownership interest in, or any indebtedness of, any person, substantially all of the assets of which consist of such property; and

(v) any Security Interests securing Public External Indebtedness not otherwise permitted under clauses (i) through (iv) above, provided that the aggregate principal amount of such Public External Indebtedness at any time outstanding does not exceed US$20,000,000 or its equivalent in other currencies.

For the purpose of the Securities:

“External Indebtedness” means Indebtedness which is payable (or may be paid) (A) in a currency or by reference to a currency other than the currency of Jamaica and (B) to a person resident or having his principal place of business outside Jamaica.

9

“Indebtedness” means any obligation (whether present or future, actual or contingent) for the payment or repayment of money which has been borrowed or raised (including money raised by acceptances and leasing) and, for the purpose only of paragraph (d) of Section 9 below, every Net Obligation under Interest, Currency or Security Protection Agreements.

“Interest, Currency or Security Protection Agreement” of Jamaica means any forward contract, futures contract, swap, option, hedge or other financial agreement or arrangement (including, without limitation, caps, floors, collars and similar agreements), in any case, relating to, or the value of which is dependent upon, interest rates or currency exchange rates or indices of a security or group or index of securities (including any interest therein or based on the value thereof).

“Net Obligation” means, at any date of determination, the net amount, exclusive of any commissions or administrative fees that Jamaica would be obligated to pay upon the termination of an Interest, Currency or Security Protection Agreement as of such date.

“Person” means any individual, company, corporation, firm, partnership, joint venture, association, organization, state or agency of a state or other entity, whether or not having a separate legal personality.

“Public External Indebtedness” means any External Indebtedness which is in the form of, or represented by, bonds, Securities or other securities which are for the time being or are capable of being or intended to be quoted, listed or ordinarily dealt in on any stock exchange, automated trading system, over-the-counter or other securities market.

“Security Interest” means, with respect to any present or future revenues, assets or property, any mortgage or deed of trust, pledge, hypothecation, assignment by way of security, security interest, lien (other than any lien arising by operation of law), charge, encumbrance, preference, or other security or similar agreement or preferential arrangement of any kind or nature whatsoever on or with respect to such present or future revenues, assets or property.

9. In case one or more of the following events (herein referred to as “Events of Default”) shall have occurred and be continuing:

(a) Jamaica shall fail to pay any principal of (and premium, if any, on) Securities of any Series when due or Jamaica shall fail to pay any interest on any Security of such Series when due and such failure shall continue for a period of 30 days; or

(b) Jamaica shall fail to observe or perform any of its covenants or obligations contained in (i) Section 8(b) above or (ii) Section 6 above, and such failure shall continue

10

unremedied in the case of clause (i) for 30 days and, in the case of clause (ii) for 60 days, in each case after written notice thereof requiring the same to be remedied shall have been given to Jamaica at the office of the Fiscal Agent by any holder; or

(c) Jamaica shall fail to perform any other material obligation contained in the Securities or the Fiscal Agency Agreement, and such failure shall continue unremedied for 45 days after written notice thereof requiring the same to be remedied shall have been given to Jamaica at the office of the Fiscal Agent by any holder; or

(d) Jamaica shall fail to pay (i) any External Indebtedness of Jamaica (as defined in Section 8 above) (other than External Indebtedness constituting guarantees by Jamaica) with an aggregate principal amount in excess of US$10,000,000 (or its equivalent in other currencies) as and when such External Indebtedness becomes due and payable (beyond any applicable grace period), or (ii) any External Indebtedness constituting guarantees by Jamaica with an aggregate principal amount in excess of US$10,000,000 (or its equivalent in other currencies) as and when such External Indebtedness becomes due and payable and such failure continues until the earlier of (x) the expiration of the applicable grace period or 30 days, whichever is longer, or (y) the acceleration of any such External Indebtedness by any holder thereof; or

(e) the validity of this Series of the Securities or the Fiscal Agency Agreement shall be contested by Jamaica or any legislative, executive or judicial body or official of the Government of Jamaica authorized and empowered (either singly or with another such body or official) in each case by law to do so, or Jamaica shall deny its obligations under this Series of the Securities or shall declare a general suspension of payments or a moratorium on the payment of its External Indebtedness (or any part thereof which includes this Series of the Securities); or

(f) any constitutional provision, treaty, convention, law, regulation, ordinance, decree, consent, approval, license or other authority necessary to enable Jamaica to make or perform its payment obligations under this Series of the Securities, or for the validity or enforceability thereof, shall expire, be withheld, revoked, terminated, modified or otherwise cease to remain in full force and effect;

then the holders of not less than 25% in principal amount of this Series of the Securities outstanding may, by written notice to the Fiscal Agent, declare all of this Series of the Securities then outstanding to be immediately due and payable. Upon any such declaration of acceleration, the principal of (and premium, if any) this Series of the Securities and the interest accrued thereon and all other amounts payable with respect to this Series of the Securities shall become and be immediately due and payable. If the Event of Default or Events of Default giving rise to any such declaration of acceleration shall be cured following such declaration, such declaration may be rescinded by written notice to the Fiscal Agent by the holders of not less than 50% in aggregate principal amount of the Securities of this Series.

10. If any mutilated Security is surrendered to the Fiscal Agent, Jamaica shall execute, and the Fiscal Agent shall authenticate and deliver in exchange therefor, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding.

11

If there be delivered to Jamaica and the Fiscal Agent (i) evidence to their satisfaction of the destruction, loss or theft of any Security and (ii) such security or indemnity as may be required by them to save each of them and any agent of each of them harmless, then, in the absence of notice to Jamaica or the Fiscal Agent that such Security has been acquired by a bona fide purchaser, Jamaica shall execute, and upon its request the Fiscal Agent shall authenticate and deliver in lieu of any such destroyed, lost or stolen Security a new Security of like tenor and principal amount and bearing a number not contemporaneously outstanding.

Upon the issuance of any new Security under this Section 10, Jamaica may require the payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and the expenses of the Fiscal Agent) in connection therewith.

Every new Security issued pursuant to this Section in lieu of any destroyed, lost or stolen Security, shall constitute an original additional contractual obligation of Jamaica, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone.

Any new Security delivered pursuant to this Section shall be dated the date of its authentication. The provisions of this Section 10 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

11.(a) The Fiscal Agency Agreement and this Series of the Securities may be modified, amended or supplemented without the consent of the holders of any Securities for the purposes of (i) adding to the covenants of Jamaica for the benefit of the holders of such Securities, (ii) surrendering any right or power conferred upon Jamaica, (iii) securing such Securities pursuant to the requirements of the Securities or otherwise, (iv) curing any ambiguity or curing, correcting or supplementing the Fiscal Agency Agreement or any defective or inconsistent provisions contained herein or therein, (v) supplementing to add an additional Series of Securities to form a single Series with the outstanding Securities (including the Securities) as contemplated by Section 12 of the Fiscal Agency Agreement or (vi) amending the Fiscal Agency Agreement or any Series of the Securities in any other manner which the Fiscal Agent and Jamaica may mutually deem necessary or desirable and that will not adversely affect the interests of any holders of this Series of Securities, as evidenced by an opinion of the Office of the Attorney General of Jamaica. The Agents will not be responsible for determining the effect of any such amendment on the interests of the holders of this Series of Securities.

(b) A meeting of holders of Securities of this Series may be called at any time and from time to time to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by the Fiscal Agency Agreement or the Securities of this Series to be made, given or taken by holders of Securities of this Series or to modify, amend or supplement the terms of the Securities of this Series or the Fiscal Agency Agreement as hereinafter provided. Jamaica may at any time call a meeting of holders of Securities of this Series for any such purpose to be held at such time and at such place as Jamaica shall determine. Notice of every meeting of holders of Securities of this Series, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given as provided in the terms of the Securities of this Series, not less than 30 nor more than

12

60 days prior to the date fixed for the meeting (provided that, in the case of any meeting to be reconvened after adjournment for lack of a quorum, such notice shall be so given not less than 15 nor more than 60 days prior to the date fixed for such meeting). In case at any time Jamaica or the holders of at least 10% in aggregate principal amount of the Outstanding Securities of this Series (as defined in paragraph (e) of this Section) shall, after the occurrence and during the continuance of any default under the Securities of this Series, have requested the Fiscal Agent to call a meeting of the holders of Securities of this Series for any purpose specified in the first sentence of this Section 11(b), by written request setting forth in reasonable detail the action proposed to be taken at such meeting, the Fiscal Agent shall call such meeting for such purposes by giving notice thereof.

To be entitled to vote at any meeting of holders of Securities of this Series, a person shall be a holder of Outstanding Securities of this Series or a person duly appointed by an instrument in writing as proxy for such a holder. The persons entitled to vote a majority in principal amount of the Outstanding Securities of this Series shall constitute a quorum. In the absence of a quorum within 30 minutes of the time appointed for any such meeting, the meeting shall, if convened at the request of the holders, be dissolved. In any other case, the meeting may be adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such adjourned meeting. Notice of the reconvening of any adjourned meeting shall be given as provided in the paragraph above, except that such notice need be given only once. Notice of reconvening of an adjourned meeting shall state expressly the percentage of the principal amount of the Outstanding Securities of this Series which shall constitute a quorum. Subject to the foregoing, at the reconvening of any meeting adjourned for a lack of a quorum, the persons entitled to vote 25% in principal amount of the Outstanding Securities of this Series shall constitute a quorum for the taking of any action set forth in the notice of the original meeting. Any meeting of holders of Securities of this Series at which a quorum is present may be adjourned from time to time by vote of a majority in principal amount of the Outstanding Securities of this Series represented at the meeting, and the meeting may be held as so adjourned without further notice. At a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid, any resolution and all matters shall be effectively passed or decided by the persons entitled to vote 66 2/3% in aggregate principal amount of the Outstanding Securities of this Series represented and voting.

The Fiscal Agent may, but is not required to, make such reasonable and customary regulations consistent herewith as it shall deem advisable for any meeting of holders of Securities of this Series with respect to the proof of the holding of Securities of this Series, the adjournment and chairmanship of such meeting, the appointment of proxies in respect of holders of Securities of this Series, the record date for determining the registered holders of Securities of this Series who are entitled to vote at such meeting (which date shall be designated for the Fiscal Agent and set forth in the notice calling such meeting hereinabove referred to and which shall be not less than 15 nor more than 60 days prior to such meeting (provided that nothing in this paragraph shall be construed to render ineffective any action taken by holders of the requisite principal amount of Outstanding Securities of this Series on the date such action is taken)), the appointment and duties of inspectors of votes, the submission and examination of proxies,

13

certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. The Fiscal Agent shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by Jamaica or the holders of Securities of this Series as provided above, in which case Jamaica or the holders of Securities of this Series calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the persons entitled to vote a majority in principal amount of the Outstanding Securities of this Series represented and voting at the meeting. The chairman of the meeting shall have no right to vote, except as holder of Securities of this Series or proxy. A record, at least in duplicate, of the proceeding of each meeting of holders shall be prepared, and one such copy shall be delivered to Jamaica and another to the Fiscal Agent to be preserved by the Fiscal Agent.

(c) At any meeting of holders of Securities of this Series duly called and held as specified above, upon the affirmative vote, in person or by proxy thereunto duly authorized in writing, of the holders of not less than 66 2/3% in aggregate principal amount of the Securities of this Series then Outstanding represented at such meeting, or (ii) with the written consent of the owners of not less than 66 2/3% in aggregate principal amount of the Securities of this Series then Outstanding, Jamaica and the Fiscal Agent, upon agreement between themselves, may modify, amend or supplement the terms of the Securities of this Series or, insofar as respects the Securities of this Series, the Fiscal Agency Agreement, in any way, and the holders of Securities of this Series may make, take or give any request, demand, authorization, direction, notice, consent, waiver or other action provided by the Fiscal Agency Agreement or the Securities of this Series to be made, given or taken by holders of Securities of this Series; provided, however, that no such action may, without the consent or affirmative vote of the holder of each Debt Security of this Series affected thereby, (A) change the due date for the payment of the principal of (or premium, if any) or any installment of interest on any Debt Security of this Series, (B) reduce the principal amount of any Debt Security of this Series, the portion of such principal amount which is payable upon acceleration of the maturity of such Debt Security of this Series or the interest rate thereon, (C) change the coin or currency in which payment with respect to interest, premium or principal in respect of Securities of this Series is payable, (D) reduce the proportion of the principal amount of Securities of this Series the vote or consent of the holders of which is necessary to modify, amend or supplement the Fiscal Agency Agreement or the terms and conditions of the Securities of this Series or to make, take or give any request, demand, authorization, direction, notice, consent, waiver or other action provided hereby or thereby to be made, taken or given, or (E) change the obligation of Jamaica to pay additional amounts, if any, pursuant to the Securities of this Series. Any such modification, amendment or supplement shall be binding on the holders of Securities of this Series.

In executing, or accepting the additional agencies created by, any supplemental agreement permitted by this Section or the modifications thereby of the agencies created by the Fiscal Agency Agreement, the Fiscal Agent shall be entitled to receive, and shall be fully protected in relying upon, an opinion of the Office of the Attorney General of Jamaica stating that the execution of such supplemental agreement is authorized or permitted by the Fiscal Agency Agreement, and that such supplemental agreement constitutes the legal, valid and binding obligation of Jamaica enforceable in accordance with its terms and subject to customary exceptions. The Fiscal Agent may, but shall not be obligated to, enter into any such supplemental agreement which affects the Fiscal Agent’s own rights, duties or immunities under the Fiscal Agency Agreement or otherwise.

14

It shall not be necessary for the vote or consent of the holders of Securities of this Series to approve the particular form of any proposed modification, amendment, supplement, request, demand, authorization, direction, notice, consent, waiver or other action, but it shall be sufficient if such vote or consent shall approve the substance thereof.

(d) Any instrument given by or on behalf of any holder of a Debt Security of this Series in connection with any consent to or vote for any such modification, amendment, supplement, request, demand, authorization, direction, notice, consent, waiver or other action will be irrevocable once given and will be conclusive and binding on all subsequent holders of such Debt Security of this Series or any Debt Security of this Series issued directly or indirectly in exchange or substitution therefor or in lieu thereof. Any such modification, amendment, supplement, request, demand, authorization, direction, notice, consent, waiver or other action will be conclusive and binding on all holders of Securities of this Series, whether or not they have given such consent or cast such vote or were present at any meeting, and whether or not notation of such modification, amendment, supplement, request, demand, authorization, direction, notice, consent, waiver or other action is made upon the Securities of this Series. Notice of any modification or amendment of, supplement to, or request, demand, authorization, direction, notice, consent, waiver or other action with respect to the Securities of this Series or the Fiscal Agency Agreement (other than for purposes of curing any ambiguity or of curing, correcting or supplementing any defective provision hereof or thereof) shall be given to each holder of Securities of this Series affected thereby and then Outstanding, in all cases as provided in the Securities of this Series.

Securities of this Series authenticated and delivered after the effectiveness of any such modification, amendment, supplement, request, demand, authorization, direction, notice, consent, waiver or other action may bear a notation in the form approved by the Fiscal Agent and Jamaica as to any matter provided for in such modification, amendment, supplement, request, demand, authorization, direction, notice, consent, waiver or other action taken, made or given in accordance with Section 11(c) hereof. New Securities of this Series modified to conform, in the opinion of the Fiscal Agent and Jamaica, to any such modification, amendment, supplement, request, demand, authorization, direction, notice, consent, waiver or other action may be prepared by Jamaica, authenticated by the Fiscal Agent and delivered in exchange for Outstanding Securities of this Series.

(e) For purposes of the Fiscal Agency Agreement and the Securities, any Security authenticated and delivered pursuant to the Fiscal Agency Agreement shall, as of any date of determination, be deemed to be “Outstanding”, except:

(i) Securities theretofore canceled by the Fiscal Agent or delivered to the Fiscal Agent for cancellation and not reissued by the Fiscal Agent;

(ii) Securities which have become due and payable at maturity or otherwise and with respect to which monies sufficient to pay the principal thereof and any interest thereon shall have been paid or duly provided for; or

15

(iii) Securities in lieu of or in substitution for which other Securities shall have been authenticated and delivered pursuant to the Fiscal Agency Agreement;

provided, however, that in determining whether the holders of the requisite principal amount of Outstanding Securities of this Series are present at a meeting of holders of Securities of this Series for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment, modification or supplement hereunder, Securities of this Series owned directly or indirectly by Jamaica shall be disregarded and deemed not to be Outstanding. In determining whether an Agent shall be protected in relying upon any request, demand, authorization, direction, notice, consent or waiver, only Securities which the Agent actually knows to be owned directly or indirectly by Jamaica shall be so disregarded.

12. (a) THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THOSE PRINCIPLES OF CONFLICTS OF LAWS THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK, EXCEPT THAT AUTHORIZATION AND EXECUTION OF THE FISCAL AGENCY AGREEMENT BY JAMAICA SHALL BE GOVERNED BY THE LAWS OF JAMAICA.

(b) Jamaica agrees that any suit, action or proceeding against it with respect to the Fiscal Agency Agreement or this Series of the Securities (a “Related Proceeding”) may be brought in any Federal or State court in the Borough of Manhattan, State of New York, United States of America; or in the Supreme Court of Judicature of Jamaica that sits in Kingston, as the person bringing such Related Proceeding may elect in its sole discretion (all such courts described in this sentence being called herein “Specified Courts”). Jamaica also agrees that any judgment obtained in any of the Specified Courts arising out of any Related Proceeding may be enforced or executed to the fullest extent permitted by applicable law (a “Related Judgment”). Jamaica hereby irrevocably submits to the jurisdiction of each of the Specified Courts for the purpose of any Related Proceeding and to the Specified Courts for the purpose of enforcing or executing any Related Judgment. It is expressly understood and agreed that the Agents hereby irrevocably submit only to the jurisdiction of any New York State or federal court sitting in the Borough of Manhattan in New York City in any action or proceeding arising out of or relating to the Fiscal Agency Agreement.

(c) Jamaica agrees that service of all writs, process and summonses in any Related Proceeding brought against it in the State of New York may be made upon the Consul General of Jamaica, presently located in New York, New York (the “Process Agent”), and Jamaica has irrevocably appointed the Process Agent as its agent and true and lawful attorney-in-fact in its name, place and stead to accept such service of any and all such writs, process and summonses, and agrees that the failure of the Process Agent to give any notice to it of any such service of process shall not impair or affect the validity of such service or of any judgment based thereon. Jamaica agrees to maintain at all times an agent with offices in New York to act as Process Agent. Nothing herein shall in any way be deemed to limit the ability to serve any such writs, process or summonses in any other manner permitted by applicable law. Jamaica hereby waives,

16

for purposes of permitting such service of process to be made upon the Process Agent in connection with any Related Proceeding, any diplomatic or other immunity to which the Process Agent is or may be entitled and, to the extent that any Process Agent hereafter becomes entitled to claim any such diplomatic or other immunity, it shall be deemed to have waived any such immunity. The Process Agent, however, is not the agent for service of process for actions arising out of or based on the United States federal or state securities laws, and Jamaica’s waiver of immunity does not extend to such actions. Because Jamaica has not waived its sovereign immunity in connection with any action relating to such claims, it will only be possible to obtain a United States judgment against Jamaica based on such laws if a court were to determine that Jamaica is not entitled under the Foreign Sovereign Immunities Act of 1976 to sovereign immunity with respect to such actions.

(d) Jamaica irrevocably consents to and waives any objection which it may now or hereafter have to the laying of venue of any Related Proceeding brought in any of the Specified Courts or to the laying of venue in any suit, action or proceeding brought solely for the purpose of enforcing or executing any Related Judgement in any of the Specified Courts and further irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of any Related Proceeding or any such suit, action or proceeding in any such court.

(e) To the extent Jamaica shall be entitled, with respect to any Related Proceeding at any time brought against Jamaica in any jurisdiction in which any Specified Court is located, or with respect to any suit, action, proceeding at any time brought solely for the purpose of enforcing or executing any Related Judgment in any jurisdiction in which any Specified Court is located, to any sovereign or other immunity from suit, from the jurisdiction of any Specified Court, from attachment prior to judgment, from attachment in aid of execution of judgment, from execution of a judgment or other remedy or from any other legal or judicial process, and to the extent that in any such jurisdiction there shall be attributed such an immunity, Jamaica irrevocably agrees not to claim and irrevocably waives such immunity to the fullest extent permitted by the laws of such jurisdiction (including, without limitation, the Foreign Sovereign Immunities Act of 1976 of the United States). The waiver of immunities referred to herein constitutes only a limited and specific waiver for the purpose of the Securities and the Fiscal Agency Agreement and under no circumstances shall it be interpreted as a general waiver of Jamaica or a waiver with respect to proceedings unrelated to the Securities or the Fiscal Agency Agreement. Jamaica has not waived its sovereign immunity in connection with any action arising out of or based on United States federal or state securities laws.

(f) If for the purpose of obtaining judgment in any court it is necessary to convert a sum due hereunder to the Fiscal Agent, the Paying Agent or the Registrar or any holder of a Debt Security in one currency into another currency, Jamaica, the Agents and each holder of a Debt Security agrees, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Agents or such holder, as applicable, could purchase the first currency with such other currency in the city which is the principal financial center of the country of issue of the first currency on the day two Business Days (which shall be Business Days in New York and in such principal financial center) preceding the day on which final judgment is given.

17

(g) Notwithstanding any judgment in a currency (the “judgment currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement currency”), any such obligation of Jamaica may be discharged only to the extent that on the Business Day following receipt by such holder of the Debt Security, the Fiscal Agent, the Paying Agent or the Registrar, as applicable (which shall be Business Days in New York and the principal financial center of the country issuing the judgment currency), of any sum adjudged to be so due in the judgment currency, such holder of the Securities, the Fiscal Agent, the Paying Agent or the Registrar, as applicable, may in accordance with normal banking procedures purchase the Agreement currency with the judgment currency; if the amount of the Agreement currency so purchased is less than the sum originally due in the Agreement currency (determined in the manner set forth in the paragraph above), Jamaica agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such holder of the Securities, the Fiscal Agent, the Paying Agent or the Registrar, as applicable, against such loss, and if the amount of the Agreement currency so purchased exceeds the sum originally due to such holder of the Securities, the Fiscal Agent, the Paying Agent or the Registrar, as applicable, such holder of the Securities, the Fiscal Agent, the Paying Agent or the Registrar, as applicable, agrees to remit to Jamaica such excess, provided that such holder of Securities, the Fiscal Agent, the Paying Agent or the Registrar, as applicable, shall have no obligation to remit any such excess as long as Jamaica shall have failed to pay such holder, the Fiscal Agent, the Paying Agent or the Registrar, as applicable, any obligations due and payable under this Agreement or the Securities, in which case such excess may be applied to such obligations of Jamaica hereunder in accordance with the terms of this Agreement or the Securities.

13. Notices to holders of Securities will be deemed to be validly given upon publication at least once in an Authorized Newspaper (as defined below) in the City of London, England, The City of New York, and, so long as the Securities are listed on the Luxembourg Stock Exchange and the rules of such Exchange shall so require, in Luxembourg or, if not practicable in either London, England, or Luxembourg, in any country in Europe. In the case of Securities in global form, notices will also be sent to the DTC or its nominee, as the holder thereof. “Authorized Newspaper” means a newspaper, in an official language in the country of publication or in the English language, customarily published on each Monday, Tuesday, Wednesday, Thursday and Friday, whether or not published on Saturdays, Sundays or holidays, and of general circulation in the place in connection with which the term is used or in the financial community of such place. Where successive publications are made in Authorized Newspapers, the successive publications may be made in the same or in different newspapers in the same city meeting the foregoing requirements and in each case on any Monday, Tuesday, Wednesday, Thursday or Friday. For purposes of publication in London, New York and Luxembourg, an Authorized Newspaper shall mean the Financial Times, the Wall Street Journal and the Luxemburger Wort, respectively, unless such newspapers are not available. Neither the failure to give notice nor any defect in any notice given to any particular holder of a Security shall affect the sufficiency of any notice with respect to any other Securities. In case by reason of the suspension of publication of any Authorized Newspaper or Authorized Newspapers or by reason of any other cause it shall be impracticable to publish any notice as provided above, then such notification as shall be given with the approval of the Fiscal Agent, which approval shall not be unreasonably withheld, shall constitute sufficient notice to such holders for every purpose hereunder. Such notices shall be deemed to have been given on the date of (i) such publication or, if published in such newspapers on different dates, on the date of the first such publication and (ii) in the case of the Securities, on the date of mailing.

18

14. The Government may from time to time without the consent of the holders of the Securities create and issue further debt securities, having terms and conditions as those of the Securities except for the amount of the first payment of interest and the issue price which may be consolidated and form a single Series with the Securities. Any further debt securities forming a single Series with the outstanding Securities of any Series constituted by the Fiscal Agency Agreement or any agreement supplemental to it shall, and any other securities may (with the consent of the Fiscal Agent), be constituted by an agreement supplemental to the Fiscal Agency Agreement.

15. Jamaica hereby certifies and declares that all acts, conditions and things required to be done and performed and to have happened precedent to the creation and issuance of this Security, and to constitute the same and valid obligation of Jamaica in accordance with its terms, have been done and performed and have happened in due and strict compliance with the applicable laws of Jamaica.

19

EX-3

EXHIBIT 3

Telephone: (876) 906-2414		ATTORNEY GENERAL’S CHAMBERS
Facsimile: (876) 754-5158		1st Floor - North Tower
E-Mail: attorneygeneral@agc.gov.jm		NCB Towers
Reference Number: : 004-AB631		2 Oxford Road
		Kingston 5

March 20, 2007

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

U.S.A.

Ladies and Gentlemen:

In my capacity as Director of the Commercial Affairs Division in the office of the Attorney General of Jamaica, I have acted as counsel for the Government of Jamaica (“Jamaica”) with respect to Jamaica’s issuance of U.S.$350,000,000 8.00% Amortizing Notes due 2039 (the “Notes”) in the form of a takedown from Jamaica’s Registration Statement No. 333-136480 (the “Registration Statement”), filed with the Securities and Exchange Commission of the United States of America (the “SEC”), pursuant to Schedule B of the United States Securities Act of 1933, as amended (the “Securities Act”).

In arriving at the opinion expressed below, I have reviewed (i) the Registration Statement, (ii) the prospectus included in the Registration Statement, as amended or supplemented March 2, 2007, (iii) the prospectus supplement dated March 8, 2007 filed with the SEC pursuant to Rule 424(b) specifically relating to the Notes (the “Prospectus Supplement”), (iv) the Fiscal Agency Agreement dated as of June 20, 2002 among Jamaica, Deutsche Bank Trust Company Americas and Deutsche Bank Luxembourg S.A., (v) an executed copy of the Authorization of the Issuer dated March 15, 2007 pursuant to which the terms of the Notes were established (together with the Fiscal Agency Agreement, the “Fiscal Agency Agreement”), (vi) the Notes and (vii) the Underwriting Agreement dated March 8, 2007 between Jamaica and Citigroup Global Markets Inc. (the “Underwriting Agreement”). In addition, I have reviewed the originals or copies certified or otherwise identified to my satisfaction of all such documents, orders, directions, agreements and instruments as I have deemed appropriate, and I have made such investigation of law as I have deemed appropriate as a basis for the opinion expressed below.

ATTORNEY GENERAL’S CHAMBERS

Page No. 2

Securities and Exchange Commission March 20, 2007

Based on the foregoing, I am of the opinion that, subject to compliance with the requirements of the Loan Act 1964 and the Loans (Canada, United States of America and Other Specified Countries) Act 1957, the execution and delivery of the Notes were duly authorized by all the necessary action of Jamaica and, when authenticated by the Fiscal Agent in accordance with the Fiscal Agency Agreement and delivered to and paid for by the Underwriter, the Notes when issued constituted valid and legally binding obligations of Jamaica enforceable against Jamaica in accordance with their terms, subject as to enforcement to legal and equitable limitations relating to or affecting enforceability applicable generally applicable to obligations of sovereigns.

This opinion is limited to the laws of Jamaica and to the Registration Statement, the Fiscal Agency Agreement, the aforementioned Authorization of the Issuer, the Underwriting Agreement and the Notes as at the date of this opinion.

I hereby consent to the filing of this opinion as an exhibit to Amendment No. 4 to the Annual Report of the Government of Jamaica on Form 18-K for the year ended March 31, 2006, and to the use of my name under the caption “Validity of the Notes” in the Prospectus Supplement .

In giving such consent, I do not thereby admit that I am in the category of persons whose consent is required under the Securities Act or under the rules and regulations of the SEC.

Yours faithfully,

/S/ Cheryl Lewis

Cheryl Lewis

Director - Commercial Affairs Division

EX-4

EXHIBIT 4

	Allen & Overy LLP
	1221 Avenue of the Americas
	New York NY 10020 USA
Ministry of Finance and Planning
30 National Heroes Circle	Tel +1 212 610 6300
Kingston 4	Fax +1 212 610 6399
Jamaica	Direct Line +1 212 610 6320
	www.allenovery.com

Our ref: 68270-00022 NY:2062243.1

March 21, 2006

Dear Ladies and Gentlemen:

We have acted as special United States counsel to the Government of Jamaica (“Jamaica”) in connection with the issuance and offering for sale of its 8.00% Amortizing Notes due 2039 (the “Notes”) in the aggregate amount of U.S.$350,000,000 in the form of a takedown from Jamaica’s Registration Statement No. 333-136480 under Schedule B (the “Registration Statement”).

A. DOCUMENTS

In rendering the opinion expressed below, we have examined the following documents: (i) the Registration Statement, (ii) the prospectus included in the Registration Statement, as amended or supplemented March 2, 2007, (iii) the prospectus supplement, dated March 8, 2007, filed with the SEC pursuant to Rule 424(b) (the “Prospectus Supplement”) specifically relating to the Notes, (iv) the Fiscal Agency Agreement dated as of June 20, 2002 among Jamaica, Deutsche Bank Trust Company Americas (the “Fiscal Agent”) and Deutsche Bank Luxembourg S.A. (the “Luxembourg Paying Agent”) (the “Fiscal Agency Agreement”), (v) an executed copy of the Authorization of the Issuer dated March 15, 2007 pursuant to which the terms of the Notes were established, (vi) the Notes and (viii) the Underwriting Agreement, dated March 8, 2007, between Jamaica and the Underwriters named therein (the “Underwriting Agreement”).

The agreements, instruments and other documents referred to in the above paragraph are herein referred to as the “Relevant Documents”.

We have reviewed originals or copies certified or otherwise identified to our satisfaction of such instruments and other documents, and we have made such investigations of law, as we have deemed appropriate as a basis for the opinion expressed below.

Allen & Overy LLP is a limited liability partnership registered in England and Wales with registered number OC306763. It is regulated by the Law Society of England and Wales. Allen & Overy LLP is a multi-jurisdictional law firm with lawyers admitted to practise in a variety of jurisdictions. A list of the members of Allen & Overy LLP and their professional qualifications is open to inspection at its registered office, One New Change, London, EC4M 9QQ and at the above address. Any reference to a partner in relation to Allen & Overy LLP means a member, consultant or employee of Allen & Overy LLP.

Allen & Overy LLP or an affiliated undertaking has an office in each of: Amsterdam, Antwerp, Bangkok, Beijing, Bratislava, Brussels, Budapest, Dubai, Frankfurt, Hamburg, Hong Kong, London, Luxembourg, Madrid, Milan, Moscow, New York, Paris, Prague, Rome, Shanghai, Singapore, Tokyo, Turin, Warsaw.

B. ASSUMPTIONS

In giving this opinion, we have assumed the following (without independent verification):

1. the legal capacity of all natural persons, the authority of all persons signing each of the documents on behalf of the parties to such documents and the genuineness of all signatures;

2. the conformity to original documents and the completeness of all documents submitted to us (i) as certified or conformed copies or photocopies, or (ii) by facsimile transmission, and the authenticity of the originals of such documents;

3. the certificates and other documents to which we have referred herein were when made, and remain, accurate and there have been no variations to any such certificates or documents;

4. insofar as any obligation is to be performed in a jurisdiction other than the State of New York, its performance would not be illegal or ineffective under the laws of that jurisdiction; and

5. that each of Jamaica, the Fiscal Agent and the Luxembourg Paying Agent has satisfied or will satisfy those legal requirements that are applicable to it under any law other than the federal law of the United States and the law of the State of New York to the extent necessary to make the Fiscal Agency Agreement and the Notes (with respect to Jamaica) enforceable against it (except that no such assumption is made as to Jamaica regarding matters of the federal law of the United States of America or the law of the State of New York).

C. LIMITATIONS

Our opinion expressed below is subject to the following limitations:

1. We express no opinion as to matters of fact.

2. For purposes of the opinion expressed in item D herein, we are members of the bar of the State on New York and we have not investigated and do not express any opinion as to the laws of any jurisdiction other than the Applicable Laws. As used in this opinion, the term “Applicable Laws” refers to the laws of the State of New York and of the United States of America, in each case in effect on the date of this opinion, and to the extent they are normally applicable in relation to transactions of the type provided in the Relevant Documents, and excluding any law, rule or regulation relating to the securities or “blue sky” laws of any other State of the United States.

D. OPINION

It is our opinion that the Notes when issued, assuming that the Notes were duly authorized by Jamaica, duly executed and authenticated in accordance with the Fiscal Agency Agreement and duly delivered and paid for in accordance with the terms of the Underwriting Agreement, constituted valid and binding obligations of Jamaica, enforceable against Jamaica in accordance with their terms.

E. QUALIFICATIONS

The foregoing opinion is subject to the following comments and qualifications:

2

1. Our opinion is subject to bankruptcy, insolvency, reorganization, fraudulent conveyance, preference, equitable subordination, moratorium and other similar laws affecting the rights and remedies of creditors generally and to possible judicial action giving effect to governmental actions or foreign laws affecting creditors’ rights. Our opinion is also subject to the effect of general principles of equity, including without limitation concepts of materiality, reasonableness, good faith, fair dealing and equitable principles affecting the enforceability of obligations of sovereigns, regardless of whether considered in a proceeding in equity or at law. We give no opinion as to the availability of equitable remedies.

2. The enforceability of provisions in the Relevant Documents to the effect that terms may not be waived or modified except in writing may be limited under certain circumstances.

3. We express no opinion as to the effect of the laws of any jurisdiction in which any of the parties to the Relevant Documents are located (other than the State of New York, as the case may be) that limit the interest, fees or other charges such party may impose.

5. Our opinion is subject to the enforceability in the United States of America of the waiver of immunities by Jamaica as set out in the Fiscal Agency Agreement and the Notes and such waiver of immunities are subject to the limitations imposed by the Foreign Sovereign Immunities Act of 1976, as amended.

6. We note that under certain circumstances the U.S. federal courts located in the State of New York may decline to exercise subject matter jurisdiction to adjudicate a controversy relating to or arising under the Relevant Documents. Furthermore, despite any waivers contained in the Relevant Documents, a court of the State of New York or a U.S. federal court has the power to transfer or dismiss an action on the grounds that the court is an inconvenient forum for that action.

7. We note that effective enforcement of a foreign currency claim in the courts of the State of New York or the U.S. federal courts sitting in the State of New York may be limited by requirements that the claim (or a foreign currency judgment in respect of the claim), or a claim with respect to any guarantee of the claim, be converted into U.S. dollars at the rate of exchange prevailing on the date of the judgment or decree by the New York court or U.S. federal court.

8. We express no opinion as to the enforceability of any provision relating to the severability of provisions in the Relevant Documents.

The foregoing opinion is limited to the federal law of the United States of America and the law of the State of New York.

We hereby consent to the filing of this opinion as an exhibit to Amendment No. 4 to the Annual Report of Jamaica on Form 18-K for the year ended March 31, 2006 and to the references to us under the heading “Validity of the Notes” in the Prospectus Supplement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under the Securities Act of 1933, as amended, or under the rules and regulations of the United States Securities and Exchange Commission.

Very truly yours,

/S/ ALLEN & OVERY LLP

3