S-B

As filed with the Securities and Exchange Commission on August 10, 2006

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

REGISTRATION STATEMENT

UNDER SCHEDULE B

OF

THE SECURITIES ACT OF 1933

GOVERNMENT OF JAMAICA

(Name of Registrant)

Name and address of Authorized Representative in the United States:

Consul General

Consulate General of Jamaica

767 Third Avenue

New York, NY 10017

It is requested that copies of notices and communications from the Securities and Exchange Commission be sent to:

Cathleen McLaughlin, Esq.

Allen & Overy LLP

1221 Avenue of the Americas

New York, NY 10020

Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.

The Debt Securities covered by this Registration Statement are to be offered on a delayed or continuous basis pursuant to Release Nos. 33-6240 and 33-6424 under the Securities Act of 1933.

CALCULATION OF REGISTRATION FEE

Title of each class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Unit(1)	Proposed Maximum Aggregate Offering Price(1)(2)	Amount of Registration Fee
Debt Securities	$428,450,000	100%	$428,450,000	$45,844.15

(1) Estimated solely fore the purpose of calculating the registration fee.

(2) Exclusive of accrued interest, if any.

The Registration hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Pursuant to the provisions of Rule 429 under the Securities Act of 1933, the Prospectus contained herein also relates to Debt Securities having an aggregate principal amount of $ 271,550,000, registered under the Registrant’s Registration Statement No. 333-118365 under Schedule B and not previously sold in the United State for which the Registrant paid a registration fee of $ 45, 231.90. In the event any previously registered Debt Securities are offered prior to the effective date of this Registrations Statement, they will not be included in any prospectus hereunder.

CROSS REFERENCE SHEET

Between Schedule B of the

Securities Act of 1933 and the Prospectus

Schedule B Item	Location or Heading in Prospectus
1	Cover Page
2	Use of Proceeds
3	Description of the Securities*
4	*
5	*
6	** *
7	Authorized Representative
8	***
9	***
10	Plan of Distribution***
11	****
12	Validity of the Securities
13	****
14	****

* Additional information may be included in Jamaica’s Annual Report on Form 18-K filed with the Commission, as amended from time to time and incorporated by reference herein.

** Information to be provided from time to time by amendment to this Registration Statement.

*** Information to be provided from time to time in Prospectus Supplements to be delivered in connection with the offering of Securities.

**** Information included in Part II to this Registration Statement or as an Exhibit thereto or to be filed by one or more amendments to this Registration Statement.

CERTIFICATION

The registrant hereby certifies to the Securities and Exchange Commission that (i) it or its agent has instructed a bank to pay the SEC the filing fee set forth on the cover page of this registration statement by a wire transfer of such amount to the SEC’s account at Mellon Bank as soon as practicable (but no later than the close of business on August 9, 2006), (ii) it or its agent will not revoke such instructions, (iii) it or its agent has sufficient funds in the relevant account to cover the amount of such filing fee and (iv) it or its agent will confirm receipt of such instructions by its or its agent’s bank during the bank’s regular business hours no later than August 9, 2006.

The information in this prospectus is not complete and may be changed. Jamaica may not sell these securities until the registration statement filed with the Securities Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION DATED AUGUST 10, 2006

PROSPECTUS

Government of Jamaica

$ 700,000,000

Debt Securities

Jamaica may offer up to $ 700,000,000 of its debt securities for sale from time to time based on information contained in this prospectus and various prospectus supplements. The debt 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 debt securities will at all times rank at least equally with all other payment obligations of Jamaica related to unsecured External Indebtedness (as defined) of Jamaica. Jamaica has pledged its full faith and credit for the due and punctual payment of principal of and interest on the debt securities.

Jamaica will provide specific terms of these debt securities in supplements to this prospectus. You should read this prospectus and any prospectus supplement carefully before you invest. This prospectus may not be used to make offers or sales of securities unless accompanied by a prospectus supplement. You should not assume the information contained in this prospectus is accurate as of any date other than the date on the front of this document. Information contained in this prospectus is subject to completion or amendment. We will update this prospectus as necessary while it is in use.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense

The date of this prospectus is                         

TABLE OF CONTENTS

About this Prospectus	5
Where You Can Find More Information	5
Enforcement of Claims	5
Forward-Looking Statements	6
Use of Proceeds	7
Description of the Debt Securities	7
Taxation	13
Plan of Distribution	20
Official Statements	20
Validity of Any Series of Debt Securities	20
Authorized Representative in the United States	20

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that Jamaica filed with the United States Securities and Exchange Commission, or the SEC, under a “shelf” registration process. Under this shelf process, Jamaica may sell, from time to time, any of the debt securities described in this prospectus in one or more offerings up to a total US dollar equivalent amount of $ 700,000,000. This prospectus provides you with basic information about Jamaica and a general description of the debt securities Jamaica may offer. Each time Jamaica sells securities under this shelf process, it will provide a prospectus supplement that will contain updated information about Jamaica, if necessary, and specific information about the terms of that offering. Before you invest, you should read both this prospectus and any prospectus supplement.

Any information in this prospectus may be updated or changed in a prospectus supplement, in which case the more recent information will apply.

WHERE YOU CAN FIND MORE INFORMATION

Jamaica files Annual Reports with the Securities and Exchange Commission (SEC). These reports and any amendments to these reports include certain financial, statistical and other information about Jamaica and may be accompanied by exhibits. You may read and copy any document Jamaica files with the SEC at the SEC’s public reference room at Judiciary Plaza, Room 1024, 450 Fifth Street, N.W., Washington D.C. 20549. You may also obtain copies of the same documents from the public reference room in Washington by paying a fee. Please call the SEC at 1-202-942-8090 for further information on the public reference room.

The SEC allows Jamaica to “incorporate by reference” in this prospectus the information Jamaica files with it. This means that Jamaica can disclose important information to you by referring you to those documents. Information that is incorporated by reference is an important part of this prospectus. Jamaica incorporates by reference the following documents:

• Jamaica’s Annual Report on Form 18-K for the year ended December 31, 2005; and

• All amendments to Jamaica’s Annual report on Form 18-K for the year ended December 31, 2005 filed prior to the date of this prospectus.

Jamaica also incorporates by reference all future annual reports and amendments to annual reports until it sells all of the debt securities covered by this prospectus. Each time Jamaica files a document with the SEC that is incorporated by reference, the information in that document automatically updates the information contained in previously filed documents.

You may request a free copy of these filings by writing or calling Jamaica at:

Pamella McLaren

30 National Heroes Circle

P.O Box 512

Kingston, Jamaica

Fax: (876)932-5975

Telephone: (876)932-5434

You should rely only on the information incorporated by reference or contained in this prospectus or any prospectus supplement. Jamaica has not authorized anyone to provide you with different or additional information. Jamaica is not making an offer of the debt securities in any state where the offer is not permitted by law. You should not assume that the information in this prospectus or any prospectus supplement is accurate as of any date other than the date on the front of those documents.

ENFORCEMENT OF CLAIMS

It may be difficult for investors to obtain or realize upon judgments of courts in the United States against Jamaica. The Government of Jamaica is a foreign sovereign government, which are generally immune from lawsuits and from the enforcement of judgments under

5

United States law. Foreign sovereign governments, however, may waive this immunity and limited exceptions to this immunity are set forth in the US Foreign Sovereign Immunities Act of 1976, or the Immunities Act.

Except as provided below, Jamaica will irrevocably waive and agree not to plead any immunity (including sovereign immunity) from the jurisdiction of any state or federal court in the Borough of Manhattan, The City of New York, to which it might otherwise be entitled in any action arising out of or based upon the debt securities, to the fullest extent permitted by applicable law. However, Jamaica reserves the right to plead sovereign immunity under the Immunities Act with respect to actions brought against it under United States federal securities laws or any state securities laws. In the absence of a waiver of immunity by Jamaica with respect to such actions, it would not be possible to obtain a US judgment in such action unless a court were to determine that Jamaica is not entitled to sovereign immunity under the Immunity Act with respect to that action. Even if you obtained a US judgment in any such suit, you may not be able to enforce the judgment in Jamaica. Moreover, you may not be able to enforce a judgment obtained under the Immunities Act against Jamaica’s property located in the United States except under the limited circumstances specified in the Immunities Act.

Jamaica will, in the Fiscal Agency Agreement (as defined in Description of the Debt Securities) and in the debt securities, irrevocably submit to the jurisdiction of any state or federal court in the Borough of Manhattan, The City of New York, in respect of any claim or action arising out of or based upon the Fiscal Agency Agreement or the debt securities which may be instituted by any holder of a debt security, such as, for example, a claim for breach of any obligation under the Fiscal Agency Agreement or the debt securities. Any process or other legal summons in connection with any such action may be served upon Jamaica by delivery of letters rogatory to the Consul General of Jamaica in New York, New York or by any other means that may have become permissible under the laws of the State of New York and Jamaica at the time of such service. However, Jamaica has not consented to service for suits made under the US federal or state securities laws and, as explained above, Jamaica’s waiver of immunity does not extend to those actions.

A judgment obtained in New York against Jamaica can be sued upon in the courts of Jamaica as a valid cause of action. Furthermore, a Jamaican court, subject to certain conditions, will grant a judgment in Jamaica without any re-trial or reexamination of the merits of the original action. Jamaica is also subject to suit in competent courts in Jamaica. Section 20(4) of the Crown Proceedings Act provides that no execution or attachment shall be issued by any court in Jamaica for the purpose of enforcing payment by Jamaica of any money or costs. Execution or attachment means a legal process whereby the debtor property is taken under an order of the court and may be sold to satisfy the judgment debt. No such order can be made against Jamaica. Instead, the Crown Proceedings Act provides that where in any civil proceedings by or against Jamaica, any order (including an order for costs) is made by any court in Jamaica in favor of any person against Jamaica, the proper officer of the court shall, on an application and after taxing of costs, issue a certificate to such person which may be served upon the Attorney General of Jamaica. If the order provides for the payment of money or costs, the Ministry of Finance and Planning shall pay the amount due to such person. It is possible that the courts of Jamaica may not enforce the judgments of a foreign court against Jamaica on the grounds of public policy where Jamaica has not appeared in the relevant proceedings or has unsuccessfully claimed immunity in such proceedings and has not otherwise submitted to the jurisdiction of such foreign court.

FORWARD-LOOKING STATEMENTS

This prospectus may contain forward-looking statements.

Forward-looking statements are statements that are not about historical facts, including statements about Jamaica’s beliefs and expectations. These statements are based on current plans, estimates and projections, and therefore, you should not place undue reliance on them. Forward-looking statements speak only as of the date they are made. Jamaica undertakes no obligation to update publicly any of the forward-looking statements in light of new information or future events, including changes in Jamaica’s economic policy or budget, or to reflect the occurrence of unanticipated events.

Forward-looking statements involve inherent risks and uncertainties. Jamaica cautions you that a number of important factors could cause actual results to differ materially from those expressed in any forward-looking statement. These factors include, but are not limited to:

• adverse external factors, such as any continuing terrorist attacks in the United States or elsewhere, acts of war, any general slowdown in the US or global economies, low alumina and bauxite prices and a fall in tourism; and

• adverse domestic factors, such as social and political unrest in Jamaica, high domestic interest rates, climatic events and exchange rate volatility.

6

USE OF PROCEEDS

Unless otherwise specified in the applicable prospectus supplement, the net proceeds from sales of securities will be used for the general budgetary purposes of Jamaica.

DESCRIPTION OF THE DEBT SECURITIES

Jamaica will issue the debt securities in separate series at various times. Each series of the debt securities will be issued pursuant to a fiscal agency agreement (each, as applicable to a series of debt securities, the “Fiscal Agency Agreement”) between Jamaica and a selected fiscal agent. Jamaica has filed a copy of the form of Fiscal Agency Agreement and the form of debt securities with the SEC as exhibits to the registration statement of which this prospectus is a part.

The following description is only a summary of some of the terms of the debt securities and the form of Fiscal Agency Agreement. Since it is only a summary, the description may not contain all of the information that may be important to you as a potential investor in the debt securities. Therefore, Jamaica urges you to read the form of the Fiscal Agency Agreement and the form of the debt security before deciding whether to invest in the debt securities.

Jamaica will describe the particular terms of any debt securities in the prospectus supplement relating to those debt securities, which may differ from the terms described herein. Those terms may include:

• the principal amount of the debt securities;

• the percentage of their principal amount at which the debt securities will be issued;

• the rate of any interest the debt securities will bear and, if variable, the method by which the interest rate will be calculated;

• the stated maturity date on which Jamaica must repay the debt securities;

• the dates when any interest payments will be due;

• the currency in which Jamaica may pay the debt securities and any interest;

• where and how Jamaica will pay principal and interest;

• whether and in what circumstances Jamaica may redeem the debt securities before maturity;

• any sinking fund or similar provision;

• whether any part or all of the debt securities will be in the form of a global security and the circumstances in which a global security is exchangeable for certificated securities; and

• any other terms of the debt securities.

Status of the Debt Securities

The debt 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 debt 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 interest on the debt securities.

“External Indebtedness” means any indebtedness that:

• is payable, or may be paid, in a currency or by reference to a currency other than the currency of Jamaica; and

• is payable, or may be paid, to a person resident or having their principal place of business outside of Jamaica.

“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).

Payments of Principal and Interest

Jamaica will make payments of principal and interest on the debt securities through the paying agent, which will receive the funds for distribution to the holders of the debt securities registered with the registrar at the close of business on the fifteenth day preceding the date of payment. Jamaica will make all payments at the place and in the currency set out in the prospectus supplement. Unless otherwise specified in the relevant prospectus supplement or the debt securities, Jamaica will make payments on global debt securities by wire transfer to the applicable clearing system, or to its nominee or common depositary, as the registered owner of the debt securities, which will receive the funds for distribution to the holder. See “Global Securities” below.

Any moneys held by the fiscal agent in respect of the debt securities and remaining unclaimed for two years after such amount shall have become due and payable shall be returned to Jamaica, and the holder of such debt securities shall thereafter look only to Jamaica for any payment to which such holder may be entitled. The debt securities will become void unless presented for payment within five years after the maturity date thereof (or such earlier time period as may be prescribed by applicable law).

7

Additional Amounts

Jamaica will make all payments of principal and interest on the debt securities without withholding or deduction for any Jamaican taxes. If Jamaican law requires Jamaica to deduct or withhold taxes, Jamaica will pay the holders of the debt securities the additional amounts necessary to ensure that the holders of the debt securities receive the same amount as they would have received without such deduction or withholding.

Jamaica will not, however, pay a holder of the debt securities such additional amounts if such holder is liable for Jamaican taxes due to one of the following reasons;

• the holder has some connection with Jamaica other than merely owning the debt securities or receiving principal and interest payments on the debt securities;

• the holder has failed to comply with any reporting requirement concerning its nationality, residence, identity or connection with Jamaica, if compliance is required as a condition to exemption from such deduction or withholding; or

• the holder fails to present its debt securities for payment within 30 days after Jamaica makes principal or interest available for payment to the holder.

Fiscal Agent

The Fiscal Agency Agreement contains provisions relating to the obligations and duties of the fiscal agent, to the indemnification of the fiscal agent and to the fiscal agent’s limitation of liability for actions that it takes.

Paying Agents; Transfer Agents; Registrar

The fiscal agent may also act as paying agent, transfer agent, and registrar. Nevertheless, Jamaica may at any time appoint new paying agents, transfer agents and registrars. Jamaica will, however, at all times maintain:

• a paying agent in New York City; and

• a registrar in New York City or another office as designated by the fiscal agent.

If Jamaica lists a series of debt securities on the Luxembourg Stock Exchange, and the rules of that exchange so require, Jamaica will appoint and maintain a paying agent and transfer agent in Luxembourg. For so long as any such notes are listed on the Luxembourg Stock Exchange, Jamaica will publish any change as to the identity of the Luxembourg paying and transfer agent in the manner specified under “—Notices” below.

Replacement, Exchange and Transfer

Jamaica will replace any mutilated, destroyed, stolen or lost debt securities or coupon at your expense, upon delivery to the fiscal agent or the transfer agent of the debt securities or coupon or evidence of its destruction, loss or theft satisfactory to Jamaica and the fiscal agent, who may also require an indemnity at your expense and/or payment of any sums sufficient to cover any applicable tax or expenses related to the replacement. You will not be charged a fee for the registration of transfers or exchanges of debt securities.

Notices

All notices will be mailed to the registered holders of a series of debt securities. If a depositary is the registered holder of global securities, each beneficial holder must rely on the procedures of the depositary and its participants to receive notices, subject to any statutory or regulatory requirements.

If Jamaica lists a series of debt securities on the Luxembourg Stock Exchange, and the rules of that exchange so require, all notices to holders of that series of debt securities will be published in a daily newspaper of general circulation in Luxembourg, which Jamaica expects will be the Luxemburger Wort. If notice cannot be published in an appropriate newspaper, notice will be considered validly given if made pursuant to the rules of the Luxembourg Stock Exchange.

Purchase of the Debt Securities by Jamaica

Jamaica may at any time purchase any of the debt securities of a series in any manner through market or by tender and at any price in accordance with the rules of the stock exchanges on which such debt securities of a series may for the time being be listed, if any. If such purchases are made by tender, tenders must be available to all the holders of debt securities of a series alike. All debt securities which are purchased by or on behalf of Jamaica may be held or resold by Jamaica or surrendered to the fiscal agent for cancellation.

Negative Pledge

Jamaica has pledged that as long as any of the debt securities remain outstanding, it will not create or permit any security interest on its revenue, property or assets to secure its public external indebtedness, unless the debt securities are given an equivalent security interest or are given another security interest which is approved by the holders of the debt securities as provided under “— Meetings and Amendments” below.

A “security interest” is, with respect to any present or future revenue, 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,

8

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 revenue, assets or property.

“Public external indebtedness” means any external indebtedness which is in the form of, or is represented by, bonds, notes or other securities which are, or are capable of, being quoted, listed on or ordinarily dealt in on any stock exchange, automated trading system, over-the-counter or other securities market.

However, Jamaica’s agreement to restrict security interests to secure its public external indebtedness does not apply to:

• any security interest in existence as of the date of the Fiscal Agency Agreement;

• any security interest upon property to secure its public external indebtedness which was incurred for the purpose of financing the acquisition of such property and any renewal or extension of that security interest which is limited to the original property covered and which secures any renewal or extension of the original secured financing;

• any security interest existing upon property to secure public external indebtedness at the time of the acquisition of such property and any renewal or extension of that security interest which is limited to the original property covered and which secures any renewal or extension of the original secured financing;

• 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 (a) 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), (b) any inventories or any other products of or revenue or profit of or from such property (or right or interest therein), and (c) 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

• any security interest securing public external indebtedness not covered above, provided that the aggregate outstanding principal amount of public external indebtedness does not exceed US$20,000,000 or its equivalent in another currency.

Additional Covenant of Jamaica

Jamaica has pledged that so long as the debt securities are outstanding, it shall maintain its membership in the International Monetary Fund, or IMF, and continue to be eligible to use the general resources of the IMF under the IMF Articles of Agreement.

Default; Acceleration of Maturity

Any of the following events will be an event of default with respect to any series of debt securities:

• Jamaica fails to pay principal or interest on that series of debt securities when due and such failure continues for a period of 30 days;

• Jamaica fails to perform any of its obligations described under “— Negative Pledge” or “— Additional Covenant of Jamaica” above and such failure continues for more than 30 days in the case of the negative pledge and 60 days in the case of the additional covenant, after Jamaica receives written notice from any holder;

• Jamaica fails to perform any of its other material obligations contained in any series of debt securities or the Fiscal Agency Agreement and such failure continues for more than 45 days after Jamaica receives written notice;

• Jamaica fails to pay (a) any of its external indebtedness (other than guarantees by Jamaica) with an aggregate principal amount in excess of US$10,000,000 when such external indebtedness becomes due and payable or (b) any external indebtedness constituting guarantees by Jamaica with an aggregate principal amount in excess of US$10,000,000 when such external indebtedness becomes due and payable, and such failure continues until the earlier of (1) the expiration of the applicable grace period or 30 days, whichever is longer, or (2) the acceleration of any such public external indebtedness by any holder. For the purposes of the above only,

• “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 every Net Obligation under any Interest, Currency or Security Protection Agreement;

• “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 such case, relating to, or the value of which is dependent upon, interest rates or currency exchange rates or indices or a security or group or index of securities (including any interest therein or based on the value thereof); and

• “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;

• the validity of any series of the debt securities or the Fiscal Agency Agreement is contested by Jamaica or any legislative, executive or judicial body or official of Jamaica authorized to do so, or Jamaica denies its obligations under any series of the debt securities or the Fiscal Agency Agreement or declares a suspension or moratorium on payment of its external indebtedness; or

9

• any authority necessary for Jamaica to make or fulfill its obligations under any series of the debt securities becomes invalid, expires or otherwise ceases to remain in full force and effect.

If any of the events described above occurs, then the holders of at least 25% of the principal amount of any series of the debt securities outstanding may declare the principal and any accrued interest on all the debt securities of that series immediately due and payable. Holders of debt securities may exercise this right only by providing a written demand to the fiscal agent when the event of default is continuing unless prior to the receipt of that demand by the fiscal agent, all defaults have been cured.

Meetings and Amendments

Jamaica may call a meeting of the holders of any series of the debt securities at any time regarding that series of debt securities or the Fiscal Agency Agreement. Jamaica will determine the time and place of the meeting. Jamaica will notify the holders of that series of debt securities of the time, place and purpose of the meeting between 30 and 60 days before the meeting.

The fiscal agent will call a meeting of holders of any series of the debt securities if:

• an event of default has occurred and is continuing; and

• the holders of at least 10% in principal amount of all of that series of debt securities then outstanding have delivered a written request to the fiscal agent setting forth the action they propose to take.

Only holders of that series of the debt securities and their proxies are entitled to vote at a meeting of the holders. Holders or proxies representing a majority of the outstanding principal amount of that series of the debt securities will normally constitute a quorum. However, if a meeting is adjourned for a lack of a quorum, then security holders of that series of debt securities or proxies representing 25% of the outstanding principal amount will constitute a quorum when the meeting is rescheduled. The fiscal agent will set the procedures governing the conduct of the meeting.

Jamaica, the fiscal agent and the holders of any series of the debt securities may generally modify or take action with respect to the Fiscal Agency Agreement of the terms of the debt securities:

• with the affirmative vote of the holders of not less than 66 2/3% of the outstanding principal amount of the debt securities that are represented at a meeting; or

• with the written consent of the holders of 66 2/3% of the outstanding principal amount of the debt securities.

However, all holders of any series of debt securities must unanimously consent to any amendment, modification or change with respect to that series of debt securities that would:

• change the due dates for the payment of principal or interest;

• reduce any amounts payable on a debt security;

• reduce the amount of principal payable upon acceleration of the maturity of a debt securities;

• change the payment currency;

• reduce the proportion of the holders of the principal amount of debt securities necessary to change the terms of the Fiscal Agency Agreement or the debt securities; or

• change Jamaica’s obligation to pay any additional amounts.

Jamaica and the fiscal agent may, without the vote or consent of any holder of any series of the debt securities, amend the Fiscal Agency Agreement or the debt securities to:

• add to Jamaica’s covenants for the benefit of the holders;

• surrender any of Jamaica’s rights or powers;

• provide collateral for the debt securities;

• cure any ambiguity or correct or supplement any defective provision; or

• make any other change that does not adversely affect the interest of any holder of any series of the debt securities in any material respect.

Enforcement of Claims

Jamaica has appointed its Consul General in New York City as its authorized agent for service of process in any action based on the debt securities or the Fiscal Agency Agreement which a holder may institute in any Federal or New York State court in the Borough of Manhattan, The City of New York.

10

It may be difficult for investors to obtain or realize upon judgments of courts in the United States against Jamaica. The Government of Jamaica is a foreign sovereign government, which are generally immune from lawsuits and from the enforcement of judgments under United States law. Foreign sovereign governments, however, may waive this immunity and limited exceptions to this immunity are set forth in the US Foreign Sovereign Immunities Act of 1976 (the “Immunities Act”).

Except as provided below, Jamaica will irrevocably waive and agree not to plead any immunity (including sovereign immunity) from the jurisdiction of any state or federal court in the Borough of Manhattan, The City of New York, to which it might otherwise be entitled in any action arising out of or based upon the debt securities, to the fullest extent permitted by applicable law. However, Jamaica reserves the right to plead sovereign immunity under the Immunities Act with respect to actions brought against it under United States federal securities laws or any state securities laws. In the absence of a waiver of immunity by Jamaica with respect to such actions, it would not be possible to obtain a US judgment in such action unless a court were to determine that Jamaica is not entitled to sovereign immunity under the Immunities Act with respect to that action. Even if you obtained a US judgment in any such suit, you may not be able to enforce the judgment in Jamaica. Moreover, you may not be able to enforce a judgment obtained under the Immunities Act against Jamaica’s property located in the United States except under the limited circumstances specified in the Immunities Act.

Jamaica will, in the Fiscal Agency Agreement and in the debt securities, irrevocably submit to the jurisdiction of any state or federal court in the Borough of Manhattan, The City of New York, in respect of any claim or action arising out of or based upon the Fiscal Agency Agreement or debt securities which may be instituted by any holder of a debt security, such as, for example, a claim for breach of any obligation under the Fiscal Agency Agreement or the debt securities. Any process or other legal summons in connection with any such action may be served upon Jamaica by delivery of letters rogatory to the Consul General of Jamaica in New York, New York or by any other means that may have become permissible under the laws of the State of New York and Jamaica at the time of such service. However, Jamaica has not consented to service for suits made under the US federal or state securities laws and, as explained above, Jamaica’s waiver of immunity does not extend to those actions.

A judgment obtained in New York against Jamaica can be sued upon in the courts of Jamaica as a valid cause of action. Furthermore, a Jamaican court, subject to certain conditions, will grant a judgment in Jamaica without any re-trial or re-examination of the merits of the original action. Jamaica is also subject to suit in competent courts in Jamaica. Section 20(4) of the Crown Proceedings Act provides that no execution or attachment shall be issued by any court in Jamaica for the purpose of enforcing payment by Jamaica of any money or costs. Execution or attachment means a legal process whereby the debtor property is taken under an order of the court and may be sold to satisfy the judgment debt. No such order can be made against Jamaica. Instead, the Crown Proceedings Act provides that where in any civil proceedings by or against Jamaica, any order (including an order for costs) is made by any court in Jamaica in favor of any person against Jamaica, the proper officer of the court shall, on an application and after taxing of costs, issue a certificate to such person which may be served upon the Attorney General of Jamaica. If the order provides for the payment of money or costs, the Ministry of Finance and Planning shall pay the amount due to such person. It is possible that the courts of Jamaica may not enforce the judgments of a foreign court against Jamaica on the grounds of public policy where Jamaica has not appeared in the relevant proceedings or has unsuccessfully claimed immunity in such proceedings and has not otherwise submitted to the jurisdiction of such foreign court.

Governing Law and Submission to Jurisdiction

The Fiscal Agency Agreement and the debt securities will be governed by and interpreted in accordance with the laws of the State of New York, except that all matters governing Jamaica’s authorization and execution will be governed by the laws of Jamaica.

Further Issues

Jamaica may from time to time, without notice to or the consent of the registered holders of any series of debt securities, issue further debt securities which will form a single series with any series of debt securities. These further debt securities will have the same terms as to status, redemption or otherwise as the debt securities of the existing series and will rank equally with the debt securities of the existing series in all respects, except for the payment of interest accruing prior to the issue date of these further debt securities or except for the first payment of interest following the issue date of these further debt securities.

Global Securities

The prospectus supplement relating to a series of debt securities will indicate whether any of that series of debt securities will be represented by one or more global securities to be deposited with or on behalf of a depositary and its nominee. The prospectus supplement will also describe any unique specific terms of the depositary arrangement with respect to that series. Neither Jamaica nor the fiscal agent will be responsible for the depositary’s or its respective participants or indirect participants’, performance of their obligations under their rules and procedures. Unless otherwise specified in the prospectus supplement, Jamaica anticipates the following provisions will apply to depositary arrangements.

11

Registered Ownership of the Global Security

The global security will be registered in the name of a depositary identified in the prospectus supplement, or its nominee, and will be deposited with the depositary, its nominee or a custodian. The depositary, or its nominee, will therefore be considered the sole owner or holder of debt securities represented by the global security for all purposes under the Fiscal Agency Agreement. Except as specified below or in the applicable prospectus supplement, beneficial owners:

• will not be entitled to have any of the debt securities represented by the global security registered in their names;

• will not receive physical delivery of any debt securities in definitive form;

• will not be considered the owners or holders of the debt securities;

• must rely on the procedures of the depositary and, if applicable, any participants (institutions that have accounts with the depositary or a nominee of the depositary, such as securities brokers and dealers) to exercise any rights of a holder of the debt securities; and

• will receive payments of principal and interest from the depositary or its participants rather then directly from Jamaica.

Jamaica understands that, under existing industry practice, the depositary and participants will allow beneficial owners to take all actions required of, and exercise all rights granted to, the registered holders of the debt securities.

Jamaica will register debt securities in the name of a person other than the depositary or its nominee only if:

• the depositary for a series of debt securities is unwilling or unable to continue as depositary or ceases to be a clearing agency registered under the Securities Exchange Act of 1934 and Jamaica does not appoint a successor depositary within 90 days;

• Jamaica determines, in its sole discretion, not to have a series of debt securities represented by a global security; or

• A default occurs that entitles the holders of the debt securities to accelerate the maturity date and such default has not been cured.

In these circumstances, an owner of a beneficial interest in a global security will be entitled to registration of a principal amount of debt securities equal to its beneficial interest in its name and to physical delivery of the debt securities in definitive form.

Beneficial Interests in and Payments on a Global Security

Only participants, and persons that may hold beneficial interests through participants, can own a beneficial interest in the global security. The depositary keeps records of the ownership and transfer of beneficial interest in the global security by its participants. In turn, participants keep records of the ownership and transfer of beneficial interests in the global security by other persons (such as their customers). No other records of the ownership and transfer of beneficial interests in the global security will be kept.

All payments on a global security will be made to the depositary or its nominee. When the depositary receives payment of principal or interest on the global security, Jamaica expects the depositary to credit its participants’ accounts with amounts that correspond to their respective beneficial interests in the global security. Jamaica also expects that, after the participants’ accounts are credited, the participants will credit the accounts of the owners of beneficial interests in the global security with amounts that correspond to the owner’s respective beneficial interests in the global security.

The depositary and its participants establish policies and procedures governing payments, transfers, exchanges and other important matters that affect owners of beneficial interests in a global security. The depositary and its participants may change these policies and procedures from time to time. Jamaica has no responsibility or liability for the records or ownership of beneficial interests in the global security, or for payments made or not made to owners of such beneficial interests. Jamaica also has no responsibility or liability for any aspect of the relationship between the depositary and its participants or for any aspect of the relationship between participants and owners of beneficial interests in the global security.

12

TAXATION

The following is a summary discussion of certain Jamaican and United States federal income tax considerations that may be relevant to a holder of a debt security. This discussion is based on laws, regulations, administrative and judicial rulings and decisions in effect on the date of this Registration Statement. There can be no assurance that the taxing authorities of the United States or Jamaica will not take a contrary view, and no rulings from such authorities will be sought on the issues discussed herein. Further, the relevant legal provisions and interpretations are all subject to change, possibly with retroactive effect, and any such changes may affect the discussion set forth herein.

Investors are urged to consult their own tax advisors in determining the tax consequences of holding debt securities, including the application to their particular circumstances of the tax considerations discussed below, as well as the application of state, local, foreign or other tax laws.

Jamaican Tax Considerations

The taxation discussion set out below is intended only as a descriptive summary and does not purport to be a complete technical analysis or listing of all potential tax effects to holders of the debt securities. Prospective buyers of the debt securities should consult with their tax advisors concerning issues including: the application of Jamaican income tax laws to them arising from an investment in the debt securities; any consequences to them arising under the laws of any other taxing jurisdiction; the availability for income tax purposes of a credit or deduction for Jamaican taxes; and the consequences of buying the debt securities at a price other than the issue price.

Income Taxation of Interest on the Debt Securities and Gain from Sale or Retirement of the Debt Securities

Interest paid to a holder of the debt securities who is an individual is generally subject to Jamaican withholding income tax, at the rate of 25% or such other lower rate as is provided for in an applicable tax treaty between Jamaica and the country where the recipient of the payment is resident. Interest paid to a holder of the debt security which is a company, trust, organization or other entity , is generally subject to Jamaican withholding income tax, at the rate of 33 1/3% or such other lower rate as is provided for in an applicable tax treaty between Jamaica and the country where the recipient of the payment is resident. Under the United States/Jamaica Double Taxation Agreement, or the Treaty, the rate of withholding income tax on interest is reduced to 12.5%. Section 12(m) of the Jamaica Income Tax Act provides that the interest on any borrowing charged to Jamaica’ s consolidated fund may be exempt from income tax by order of the Minister of Finance and Planning. Interest payments on the debt securities will be charged to Jamaica’s consolidated fund, and, therefore, such payments will not be subject to income tax upon the issuance by the Minister of Finance and Planning of an exemption order under Section 12(m). The Minister of Finance and Planning intends to make an exemption order under Section 12(m) of the Jamaica Income Tax Act thereby relieving interest payments on the debt securities from income tax, but this exemption will not apply to Jamaican residents who own or hold, directly or indirectly, or have a beneficial interest in, the debt securities.

No Jamaican income tax would be payable on any gain arising on the disposal of the debt securities, unless the seller is engaged in the business of buying and selling investments. Even if the seller is engaged in the business of buying and selling investments, under the Treaty, if the seller is a United States resident within the meaning of the Treaty and does not have a permanent establishment in Jamaica, the seller would not be liable for Jamaican income tax on any such gain. Jamaica has similar provisions in other double taxation agreements, including those with the United Kingdom and Canada.

Transfer Tax and Stamp Duty

The Minister of Finance and Planning will remit any transfer tax which may become payable on transfers of the debt securities or interests in the debt securities, pursuant to his authority under Section 46 of the Transfer Tax Act. The Minister of Finance and Planning will remit any stamp duty which may become payable on the debt securities pursuant to his authority under Section 80B of the Stamp Duty Act.

United States Federal Income Taxation Considerations

The following is a general summary of certain principal US federal income tax consequences that may be relevant with respect to the ownership of the debt securities. This summary addresses only the US federal income tax considerations of holders that acquire the debt securities at their original issuance and that will hold the debt securities as capital assets.

This summary does not purport to address all US federal income tax matters that may be relevant to a particular holder of debt securities. This summary does not address tax considerations applicable to holders of debt securities that may be subject to special tax rules including, without limitation, the following: (i) financial institutions; (ii) insurance companies; (iii) dealers or traders in securities, currencies or notional principal contracts; (iv) tax-exempt entities; (v) regulated investment companies; (vi) real estate

13

investment trusts; (vii) persons that will hold the debt securities as part of a “hedging” or “conversion” transaction or as a position in a “straddle” or as part of a “synthetic security” or other integrated transaction for US federal income tax purposes; (viii) persons that have a “functional currency” other than the US dollar; and (ix) persons who will hold the debt securities through partnerships or other pass-through entities. Further, this summary does not address alternative minimum tax consequences or the indirect effects on the holders of equity interests of a holder of debt securities.

This summary is based on the US Internal Revenue Code of 1986, as amended, or the Code, US Treasury Regulations and judicial and administrative interpretations thereof, in each case as in effect and available on the date of this prospectus. All of the foregoing are subject to change, which change could apply retroactively and could affect the tax consequences described below.

This summary does not cover every type of debt security that may be issued under this prospectus. If we intend to issue a debt security of a type not described in this summary, or if there are otherwise special tax consequences with respect to the debt security that are not covered herein, additional tax information will be provided in the prospectus supplement for the applicable debt security.

Prospective investors should consult their own tax advisors with respect to the US federal, state, local and foreign tax consequences of acquiring, owning or disposing of the debt securities.

For the purposes of this summary, a “US Holder” is a beneficial owner of debt securities that is, for US federal income tax purposes: (i) a citizen or resident of the United States; (ii) corporation (or an entity treated as a corporation) created or organized in or under the laws of the United States or any state thereof (including the District of Columbia); (iii) an estate the income of which is subject to US federal income taxation regardless of its source; or (iv) a trust if (x) a court within the United States is able to exercise primary supervision over its administration and (y) one or more US persons have the authority to control all of the substantial decisions of such trust. A “Non-US Holder” is a beneficial owner of debt securities that is not a US Holder. If a partnership holds a debt security, the US federal income tax treatment of a partner generally will depend upon the status of the partner and the activities of the partnership. A partner of a partnership holding any debt securities should consult its tax advisors.

Payments of Interest

Interest paid on a debt security, other than interest on a “Discount Debt Security” that is not “qualified stated interest” (each as defined below under “Original Issue Discount — General”), will be taxable to a US Holder as ordinary interest income at the time it is received or accrued, depending on the US Holder’s method of accounting for US federal income tax purposes.

A US Holder utilizing the cash method of accounting for US federal income tax purposes that receives an interest payment denominated in a currency other than US dollars, or a foreign currency, will be required to include in income the US dollar value of that interest payment, based on the spot exchange rate in effect on the date of receipt, regardless of whether the payment is in fact converted into US dollars. No exchange gain or loss will be realized with respect to the receipt of such interest payment, other than exchange gain or loss that is attributable to the actual disposition of the foreign currency received.

If interest on a debt security is payable in a foreign currency, an accrual basis US Holder is required to include in income the US dollar value of the amount of interest income accrued on such a debt security during the accrual period. An accrual basis US Holder may determine the amount of the interest income to be recognized in accordance with either of two methods. Under the first accrual method, the amount of income accrued will be based on the average exchange rate in effect during the interest accrual period or, with respect to an accrual period that spans two taxable years, the part of the period within the taxable year. Under the second accrual method, the US Holder may elect to determine the amount of income accrued on the basis of the exchange rate in effect on the last day of the accrual period or, in the case of an accrual period that spans two taxable years, the exchange rate in effect on the last day of the part of the period within the taxable year. If the last day of the accrual period is within five business days of the date the interest payment is actually received, an electing accrual basis US Holder may instead translate that interest expense at the exchange rate in effect on the day of actual receipt. Any election to use the second accrual method will apply to all debt instruments held by the US Holder at the beginning of the first taxable year to which the election applies or thereafter acquired by the US Holder and will be irrevocable without the consent of the US Internal Revenue Service, or the IRS.

A US Holder utilizing either of the foregoing two accrual methods will recognize ordinary income or loss with respect to accrued interest income on the date of receipt of the interest payment (including a payment attributable to accrued but unpaid interest upon the sale or retirement of a debt security). The amount of ordinary income or loss will equal the difference between the US dollar value of the interest payment received (determined on the date the payment is received) in respect of the accrual period and the US dollar value of interest income that has accrued during that accrual period (as determined under the accrual method utilized by the US Holder).

Foreign currency received as interest on the debt securities will have a tax basis equal to its US dollar value at the time the interest payment is received. Gain or loss, if any, realized by a US Holder on a sale or other disposition of that foreign currency will be ordinary income or loss and will generally be income from sources within the United States for foreign tax credit limitation purposes.

14

In the event that any additional amounts are paid on the debt securities, a US Holder will be required to include in income such additional amounts and any tax withheld from interest payments notwithstanding that such withheld tax is not in fact received by such US Holder. A US Holder may be entitled to deduct or credit such tax, subject to applicable limitations. Investors are urged to consult their tax advisors regarding the availability of the foreign tax credit under their particular circumstances, including the possible adverse impact on creditability to the extent a US Holder is entitled to either a refund of any Jamaican tax withheld or a reduced rate of withholding.

Interest income (including additional amounts and any tax withheld) on the debt securities will be treated as foreign source income for US federal income tax purposes, which may be relevant in calculating a US Holder’s foreign tax credit limitation for US federal income tax purposes. The limitation on foreign taxes eligible for the US foreign tax credit is calculated separately with respect to specific classes of income. The foreign tax credit rules are complex, and U.S. Holders should consult their own tax advisers regarding the availability of a foreign tax credit and the application of the limitation in their particular circumstances.

Original Issue Discount

General. A debt security, other than a debt security with a term of one year or less, or a short-term debt security, will be treated as issued at an original issue discount, or OID, and a debt security issued with OID, or a Discount Debt Security, for US federal income tax purposes if the excess of the sum of all payments provided under the debt security, other than “qualified stated interest payments” (as defined below), over the “Issue Price” of the debt security is more than a “de minimis amount” (as defined below). “Qualified stated interest” is generally interest paid on a debt security that is unconditionally payable at least annually at a single fixed rate. For US federal income tax purposes the “Issue Price” of the debt securities under the applicable prospectus supplement will be the first price at which a substantial amount of the debt securities are sold to persons other than bond houses, brokers, or similar persons or organizations acting in the capacity of underwriters, placement agents, or wholesalers.

In general, if the excess of the sum of all payments provided under the debt security other than qualified stated interest payments (the debt security’s “stated redemption price at maturity”) over its Issue Price is less than  ¹/4 of one percent of the debt security’s stated redemption price at maturity multiplied by the number of complete years to its maturity, or the de minimis amount, then such excess, if any, constitutes “de minimis OID” and the debt security is not a Discount Debt Security. Unless the election described below under “Election to Treat All Interest as OID” is made, a US Holder of a debt security with de minimis OID must include such de minimis OID in income as stated principal payments on the debt security are made. The includible amount with respect to each such payment will equal the product of the total amount of the debt security’s de minimis OID and a fraction, the numerator of which is the amount of the principal payment made and the denominator of which is the stated principal amount of the debt security.

A US Holder will be required to include OID on a Discount Debt Security in income for US federal income tax purposes as it accrues calculated on a constant-yield method (described below) before the actual receipt of cash attributable to that income, regardless of the US Holder’s method of accounting for US federal income tax purposes. Under this method, US Holders generally will be required to include in income increasingly greater amounts of OID over the life of Discount Debt Securities.

The amount of OID includible in income by a US Holder of a Discount Debt Security is the sum of the daily portions of OID with respect to the debt security for each day during the taxable year or portion of the taxable year on which the US Holder holds that debt security, or accrued OID. The daily portion is determined by allocating to each day in any “accrual period” a pro rata portion of the OID allocable to that accrual period. Accrual periods with respect to a debt security may be of any length selected by the US Holder and may vary in length over the term of the debt security as long as (i) no accrual period is longer than one year and (ii) each scheduled payment of interest or principal on the debt security occurs on either the final or first day of an accrual period.

The amount of OID allocable to an accrual period equals the excess of (a) the product of the debt security’s “adjusted issue price” at the beginning of the accrual period and the debt security’s yield to maturity (determined on the basis of compounding at the close of each accrual period and properly adjusted for the length of the accrual period) over (b) the sum of the payments of qualified stated interest on the debt security allocable to the accrual period. The “adjusted issue price” of a debt security at the beginning of any accrual period is the Issue Price of the debt security increased by (x) the amount of accrued OID for each prior accrual period and decreased by (y) the amount of any payments previously made on the debt security that were not qualified stated interest payments.

For the purposes of determining the amount of OID allocable to an accrual period, if an interval between payments of qualified stated interest on the debt security contains more than one accrual period, the amount of qualified stated interest payable at the end of the interval (including any qualified stated interest that is payable on the first day of the accrual period immediately following the interval) is allocated pro rata on the basis of relative lengths to each accrual period in the interval, and the adjusted issue price at the beginning

15

of each accrual period in the interval must be increased by the amount of any qualified stated interest that has accrued prior to the first day of the accrual period but that is not payable until the end of the interval.

The amount of OID allocable to an initial short accrual period may be computed using any reasonable method if all other accrual periods other than a final short accrual period are of equal length. The amount of OID allocable to the final accrual period is the difference between (x) the amount payable at the maturity of the debt security (other than any payment of qualified stated interest) and (y) the debt security’s adjusted issue price as of the beginning of the final accrual period.

OID for any accrual period on a debt security that is denominated in, or determined by reference to, a foreign currency will be determined in that foreign currency and then translated into US dollars in the same manner as interest payments accrued by an accrual basis US Holder, as described under “Payments of Interest” above. Upon receipt of an amount attributable to OID in these circumstances, a US Holder may recognize ordinary income or loss.

OID on a Discount Debt Security will be treated as foreign source income for the purposes of calculating a US Holder’s foreign tax credit limitation. The limitation on foreign taxes eligible for the US foreign tax credit is calculated separately with respect to specific classes of income. The foreign tax credit rules are complex, and U.S. Holders should consult their own tax advisers regarding the availability of a foreign tax credit and the application of the limitation in their particular circumstances.

Acquisition Premium. A US Holder that purchases a debt security for an amount less than or equal to the sum of all amounts payable on the debt security after the purchase date other than payments of qualified stated interest but in excess of its adjusted issue price (as determined above under “Original Issue Discount — General”) (any such excess being “acquisition premium”) and that does not make the election described below under “Election to Treat All Interest as OID” shall reduce the daily portions of OID by a fraction, the numerator of which is the excess of the US Holder’s adjusted basis in the debt security immediately after its purchase over the adjusted issue price of the debt security, and the denominator of which is the excess of the sum of all amounts payable on the debt security after the purchase date, other than payments of qualified stated interest, over the debt security’s adjusted issue price.

Market Discount. A debt security, other than a short-term debt security, will be treated as purchased at a market discount, or a Market Discount Debt Security, if the debt security’s stated redemption price at maturity or, in the case of a Discount Debt Security, the debt security’s “revised issue price”, exceeds the amount for which the US Holder purchased the debt security by at least  ¹/4 of one percent of such debt security’s stated redemption price at maturity or revised issue price, respectively, multiplied by the number of complete years to the debt security’s maturity. If such excess is not sufficient to cause the debt security to be a Market Discount Debt Security, then such excess constitutes “de minimis market discount” and such debt security is not subject to the rules discussed in the following paragraphs. For these purposes, the “revised issue price” of a debt security generally equals its issue price, increased by the amount of any OID that has accrued on the debt security.

Any gain recognized on the maturity or disposition of a Market Discount Debt Security will be treated as ordinary income to the extent that such gain does not exceed the accrued market discount on such debt security. Alternatively, a US Holder of a Market Discount Debt Security may elect to include market discount in income currently over the life of the debt security. Such an election shall apply to all debt instruments with market discount acquired by the electing US Holder on or after the first day of the first taxable year to which the election applies. This election may not be revoked without the consent of the IRS.

Market discount on a Market Discount Debt Security will accrue on a straight-line basis unless the US Holder elects to accrue such market discount on a constant-yield method. Such an election shall apply only to the debt security with respect to which it is made and may not be revoked. A US Holder of a Market Discount Debt Security that does not elect to include market discount in income currently generally will be required to defer deductions for interest on borrowings allocable to such debt security in an amount not exceeding the accrued market discount on such debt security until the maturity or disposition of such debt security.

Election to Treat All Interest as OID. A US Holder may elect to include in gross income all interest that accrues on a debt security using the constant-yield method described above under the heading “Original Issue Discount — General”, with the modifications described below. For the purposes of this election, interest includes stated interest, OID, de minimis OID, market discount, de minimis market discount and unstated interest, as adjusted by any amortizable bond premium or acquisition premium.

In applying the constant-yield method to a debt security with respect to which this election has been made, the issue price of the debt security will equal its cost to the electing US Holder, the issue date of the debt security will be the date of its acquisition by the electing US Holder, and no payments on the debt security will be treated as payments of qualified stated interest. This election will generally apply only to the debt security with respect to which it is made and may not be revoked without the consent of the IRS. If this election is made with respect to a debt security with amortizable bond premium, then the electing US Holder will be deemed to have elected to apply amortizable bond premium against interest with respect to all debt instruments with amortizable bond premium

16

(other than debt instruments the interest on which is excludible from gross income) held by the electing US Holder as of the beginning of the taxable year in which the debt security with respect to which the election is made is acquired or thereafter acquired. The deemed election with respect to amortizable bond premium may not be revoked without the consent of the IRS.

If the election to apply the constant-yield method to all interest on a debt security is made with respect to a Market Discount Debt Security, the electing US Holder will be treated as having made the election discussed above under “Original Issue Discount — Market Discount” to include market discount in income currently over the life of all debt instruments held or thereafter acquired by such US Holder.

Short-Term Debt Securities. Short-Term Debt Securities will be treated as having been issued with OID. In general, an individual or other cash method US Holder is not required to accrue such OID unless the US Holder elects to do so. If such an election is not made, any gain recognized by the US Holder on the sale, exchange or maturity of the Short-Term Debt Security will be ordinary income to the extent of the OID accrued on a straight-line basis, or upon election under the constant yield method (based on daily compounding), through the date of sale or maturity, and a portion of the deductions otherwise allowable to the US Holder for interest on borrowings allocable to the Short-Term Debt Security will be deferred until a corresponding amount of income is realized. US Holders who report income for US federal income tax purposes under the accrual method, and certain other holders including banks and dealers in securities, are required to accrue OID on a Short-Term Debt Security on a straight-line basis unless an election is made to accrue the OID under a constant yield method (based on daily compounding).

Certain Debt Securities Subject to Redemption.

Certain of the debt securities may be redeemable at the option of Jamaica prior to their maturity, or a call option. Debt securities containing such a call option may be subject to rules that are different from the general rules discussed above. Investors intending to purchase debt securities with a call option should consult their own tax advisors because the OID consequences will depend in part, on the particular terms and features of the purchased debt security.

Premium

A US Holder that purchases a debt security for an amount in excess of its principal amount may elect to treat such excess as “amortizable bond premium”. If such election is made, the amount required to be included in the US Holder’s income each year with respect to interest on the debt security will be reduced by the amount of amortizable bond premium allocable (based on the debt security’s yield to maturity) to such year. In the case of a debt security that is denominated in, or determined by reference to, a foreign currency, amortizable bond premium will be computed in units of foreign currency, and amortizable bond premium will reduce interest income in units of foreign currency. At the time amortizable sable bond premium offsets interest income, a US Holder realizes exchange gain or loss (taxable as ordinary income or loss) equal to the difference between exchange rates at that time and at the time of the acquisition of the debt securities. Any election to amortize bond premium shall apply to all bonds (other than bonds the interest in which is excludible from gross income) held by the US Holder at the beginning of the first taxable year to which the election applies or thereafter acquired by the US Holder and is irrevocable without the consent of the IRS.

Sale, Exchange and Retirement of Debt Securities

A US Holder’s tax basis in a debt security will generally equal its “US dollar cost”, increased by the amount of any OID or market discount included in the US Holder’s income with respect to the debt security and the amount, if any, of income attributable to de minimis OID and de minimis market discount included in the US Holder’s income with respect to the debt security (each as determined above), and reduced by the amount of any payments with respect to the debt security that are not qualified stated interest payments and the amount of any amortizable bond premium applied to reduce interest on the debt security. The “US dollar cost” of a debt security purchased with a foreign currency will generally be the US dollar value of the purchase price on the date of purchase or, in the case of debt securities traded on an established securities market (as defined in the applicable US Treasury Regulations) that are purchased by a cash basis US Holder (or an accrual basis US Holder that so elects), on the settlement date for the purchase.

A US Holder will generally recognize gain or loss on the sale, exchange or retirement of a debt security equal to the difference between the amount realized on the sale, exchange or retirement and the tax basis of the debt security. The amount realized on the sale, exchange or retirement of a debt security for an amount in foreign currency will be the US dollar value of that amount on (1) the date the payment is received in the case of a cash basis US Holder, (2) the date of disposition in the case of an accrual basis US Holder, or (3) in the case of debt securities traded on an established securities market (as defined in the applicable US Treasury Regulations), that are sold by a cash basis US Holder (or an accrual basis US Holder that so elects), on the settlement date for the sale.

Gain or loss recognized by a US Holder on the sale, exchange or retirement of a debt security that is attributable to changes in currency exchange rates will be ordinary income or loss and will consist of OID exchange gain or loss and principal exchange gain or loss. OID exchange gain or loss will equal the difference between the US dollar value of the amount received on the sale, exchange or

17

retirement of a debt security that is attributable to accrued but unpaid OID as determined by using the exchange rate on the date of the sale, exchange or retirement and the US dollar value of accrued but unpaid OID as determined by the US Holder under the rules described above under “Original Issue Discount — General”. Principal exchange gain or loss will equal the difference between the US dollar value of the US Holder’s purchase price of the debt security in foreign currency determined on the date of the sale, exchange or retirement, and the US dollar value of the US Holder’s purchase price of the debt security in foreign currency determined on the date the US Holder acquired the debt security. The foregoing foreign currency gain or loss will be recognized only to the extent of the total gain or loss realized by the US Holder on the sale, exchange or retirement of the debt security, and will generally be treated as from sources within the United States for US foreign tax credit limitation purposes.

Any gain or loss recognized by a US Holder on the sale, exchange or retirement of a debt security would generally be US source capital gain or loss (except to the extent they are attributable to accrued market discount, accrued but unpaid interest or to changes in currency exchange rates) which will be taxable as such. If a US Holder’s basis in a debt security includes accrued but unpaid OID and the US Holder recognizes a loss on the transaction with respect to such amounts that exceeds certain specified thresholds, the US Holder may be required to specifically disclose certain information with respect to the transaction on its tax return under recently issued tax disclosure regulations. US Holders should consult their own tax advisors as to the applicability of these disclosure regulations.

Prospective investors should consult their own tax advisors with respect to the treatment of capital gains (which may be taxed at lower rates than ordinary income for taxpayers who are individuals, trusts or estates that held the debt securities for more than one year) and capital losses (the deductibility of which is subject to limitations).

A US Holder will have a tax basis in any foreign currency received on the sale, exchange or retirement of a debt security equal to the US dollar value of the foreign currency at the time of the sale, exchange or retirement. Gain or loss, if any, realized by a US Holder on a sale or other disposition of that foreign currency will be ordinary income or loss and will generally be income or loss from sources within the United States for foreign tax credit limitation purposes.

Taxation of Non-US Holders

Subject to the backup withholding tax discussion below, a Non-US Holder generally should not be subject to US federal income or withholding tax on any payments on the debt securities and gain from the sale, redemption or other disposition of the debt securities unless: (i) that payment and/or gain is effectively connected with the conduct by that Non-US Holder of a trade or business in the United States; (ii) in the case of any gain realized on the sale or exchange of a debt security by an individual Non-US Holder, that holder is present in the United States for 183 days or more in the taxable year of the sale, exchange or retirement and certain other conditions are met; or (iii) the Non-US Holder is subject to tax pursuant to provisions of the Code applicable to certain expatriates. Non-US Holders should consult their own tax advisors regarding the US federal income and other tax consequences of owning debt securities.

Backup Withholding and Information Reporting

Backup withholding and information reporting requirements may apply to certain payments on the debt securities and proceeds of the sale or redemption of the debt securities to US Holders made within the United States. Jamaica, its agent, a broker, or any paying agent, as the case may be, may be required to withhold tax from any payment that is subject to backup withholding currently at a rate of 28 percent of such payment if the US Holder fails to furnish the US Holder’s taxpayer identification number, to certify that such US Holder is not subject to backup withholding, or to otherwise comply with the applicable requirements of the backup withholding rules. The backup withholding rate may be subject to change each year.

Payment of the proceeds from the sale of a debt security effected at a foreign office of a broker generally will not be subject to information reporting or backup withholding. However, a sale of a debt security that is effected at a foreign office of a broker will be subject to information reporting and backup withholding if (i) the proceeds are transferred to an account maintained by the holder in the United States, (ii) the payment of proceeds or the confirmation of the sale is mailed to the holder at a United States address, or (iii) the sale has some other specified connection with the United States as provided in US Treasury regulations, unless the holder establishes an exemption.

In addition, a sale of a debt security effected at a foreign office of a broker will be subject to information reporting if the broker is (i) a United States person, (ii) a controlled foreign corporation for US tax purposes, (iii) a foreign person 50% or more of whose gross income is effectively connected with the conduct of a United States trade or business for a specified three-year period, (iv) a US branch of a foreign bank or a foreign insurance company, or (v) a foreign partnership, if at any time during its tax year (A) one or more of its partners are “US persons”, as defined in US Treasury regulations, who in the aggregate hold more than 50% of the income or capital interest in the partnership, or (B) such foreign partnership is engaged in the conduct of a US trade or business, unless the Holder establishes an exemption. Backup withholding will apply if the sale is subject to information reporting and the broker has actual knowledge that the Holder is a US person.

18

Certain US Holders (including, among others, corporations) are not subject to the backup withholding and information reporting requirements. Non-US Holders may be required to comply with applicable certification procedures to establish that they are not US Holders in order to avoid the application of such information reporting requirements and backup withholding. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules from a payment to a US Holder generally may be claimed as a credit against such US Holder’s US federal income tax liability provided that the required information is furnished to the IRS. Prospective investors should consult their tax advisors as to their qualification for exemption from backup withholding and the procedure for obtaining an exemption.

IRS Disclosure Reporting Requirements

Recently promulgated US Treasury Regulations, or the Disclosure Regulations, meant to require the reporting of certain tax shelter transactions, or Reportable Transactions, could be interpreted to cover transactions generally no regarded as tax shelters. Under the Disclosure Regulations, it may be possible that certain transactions with respect to the debt securities may be characterized as Reporting Transactions requiring a holder of debt securities who is required to file a tax return to disclose such transaction, such as a sale, exchange, retirement or other taxable disposition of a debt security that results in a loss that exceeds certain thresholds and other specified conditions are met. Prospective investors in the debt securities should consult their own tax advisors to determine the tax return obligations, if any, with respect to an investment in the debt securities, including any requirement to file IRS Form 8886 (Reportable Transaction Statement).

THE ABOVE SUMMARY DOES NOT DESCRIBE OTHER TAX CONSEQUENCES THAT WILL ARISE FROM PURCHASING, HOLDING AND DISPOSING OF THE DEBT SECURITIES BECAUSE THE PRECISE TERMS OF THE DEBT SECURITIES WILL VARY FROM ISSUE TO ISSUE. PERSONS WHO ARE UNSURE OF THEIR TAX POSITION ARE ADVISED TO CONSULT THEIR PROFESSIONAL ADVISORS.

European Union Withholding Tax

On June 3, 2003, the European Council of Economics and Finance Ministers adopted a Directive on the taxation of savings income under which Member States will be required, if a number of important conditions are met and from a date not earlier than January 1, 2005, to provide to the tax authorities of another Member State details of payments of interest (or similar income) paid by a person within its jurisdiction to an individual resident in that other Member State, except that, for a transitional period, Belgium, Luxembourg and Austria will instead be required (unless during that period they elect otherwise) to operate a withholding system in relation to such payments (the ending of such transitional period being dependent upon the conclusion of certain other agreements relating to information exchange with certain other countries).

19

PLAN OF DISTRIBUTION

Jamaica may sell the debt securities: (a) through underwriters or dealers; (b) through agents; or (c) directly to one or more institutional purchasers. Each prospectus supplement will include:

• the names of any underwriters, dealers or agents,

• the purchase price of the debt securities of that series,

• the net proceeds to Jamaica from the sale of such debt securities,

• any underwriting discounts, agent commissions or other items constituting underwriters’ or agents’ compensation, and

• any discounts or concessions allowed or reallowed or paid to dealers.

The underwriters may change any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers.

Any underwriters or agents used in the same may sell the debt securities either on a “best efforts” or on a firm commitment basis. If the underwriters distribute debt securities on a firm commitment basis, the underwriters will acquire the debt securities for their own account and may resell the debt securities from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined by the underwriters at the time of sale. Jamaica may offer the debt securities to the public either through underwriting syndicates represented by managing underwriters or directly through underwriters. Unless otherwise set forth in the applicable prospectus supplement, the obligations of the underwriters to purchase the debt securities will be subject to certain conditions precedent and the underwriters will be obligated to purchase all of the debt securities offered thereby if any are purchased.

In compliance with NASD guidelines, the maximum compensation to any underwriters or agents in connection with the sale of any securities pursuant to this prospectus and any applicable prospectus supplement will not exceed 8% of the aggregate total offering price to the public of such securities as set forth on the cover page of the applicable prospectus supplement; however, it is anticipated that the maximum compensation paid will be significantly less than 8%.

Jamaica may agree to indemnify underwriters, dealers or agents against certain liabilities, including liabilities under the US Securities Act of 1933, or to contribute to payments which the underwriters, dealers or agents may be required to make in respect of any such liabilities. Underwriters, dealers or agents may engage in transactions with or perform services for Jamaica.

OFFICIAL STATEMENTS

Information in this prospectus with a source identified as a publication of Jamaica or one of its agencies or instrumentalities relies on the authority of that publication as an official public document of Jamaica. All other information contained herein is included as an official public statement made on the authority of the Minister of Finance and Planning.

VALIDITY OF ANY SERIES OF DEBT SECURITIES

The validity of the debt securities will be passed upon on behalf of Jamaica by the Attorney General’s Department of Jamaica on matters relating to Jamaican law and by Allen & Overy LLP on matters related to United States law. The validity of any particular series of debt securities will be passed upon on behalf of Jamaica by the Attorney General’s Department of Jamaica on matters relating to Jamaican law and by United States counsel to Jamaica on matters related to United States law, and on behalf of any underwriters, dealers or agents by United States and Jamaican counsel identified in the related prospectus supplement.

AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

The authorized agent of the Government of Jamaica in the United States is the Consul General, Consulate General of Jamaica, 767 Third Avenue, New York, New York 10017.

20

PART II

(Required by Items (11), (13) and (14) of Schedule B of the Securities Act of 1933.)

Item 11. Expenses

The following is an estimate of the expenses of Jamaica in connection with the debt securities that are the subject of this Registration Statement, exclusive of compensation payable to underwriters and agents:

Securities and Exchange Commission registration fee	$	45,844.15
NASD fee	$	75,500
Printing Expenses	$	60,000	*
Fiscal Agent fees and expenses	$	40,000	*
Legal fees and expenses	$	30,000
Miscellaneous	$	5,000	*
Total	$	256,344.15	*

* Estimated

Item 13. Copy of Agreements with Underwriters

Jamaica will provide an underwriting agreement executed in connection with the sale of a particular issue of debt securities (with or without warrants) in a post-effective amendment to this Registration Statement or as an exhibit to Jamaica’s proposed Annual Report on Form 18-K.

Item 14. Agreement to Furnish Opinions

Jamaica agrees to furnish copies of the opinions of the Attorney General’s Department of Jamaica and of United States counsel to Jamaica with respect to the legality of each issuance of the securities in connection with the filing of a post-effective amendment into this Registration Statement or as an exhibit to its proposed Annual Report on Form 18-K.

II-1

Undertakings

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereto) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided however, that Registrant shall not be required to file a post-effective amendment, otherwise required by clause (i) or clause (ii) above, if the information required to be included in a post-effective amendment is contained in any report filed under the Securities Exchange Act of 1934 that is incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities covered thereby, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering.

(4) That, for purposes of determining any liability under the Securities Act of 1933, as amended (the “Act”), the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by Jamaica pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed to be part of this Registration Statement as of the time it was declared effective.

(5) That, for the purpose of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report on Form 18-K or amendments thereto under the Securities Exchange Act of 1934 that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered thereby, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-2

Contents of Registration Statement

This Registration Statement consists of:

(1) Facing sheet.

(2) Part I consisting of the prospectus.

(3) Part II consisting of pages number II-1 through II-5.

(4) The following exhibits:

A. Form of Fiscal Agency Agreement.*

B. Form of Debt Security (attached to the form of Fiscal Agency Agreement under A above)*.

C. Form of Underwriting Agreement.

D. Opinion of the Attorney General’s Department of the Government of Jamaica as to the legality of the Debt Securities.

E. Opinion of Allen & Overy LLP, US counsel to the Government of Jamaica as to the legality of the Debt Securities.

F. Consent of the Attorney General’s Department of the Government of Jamaica (included in, Exhibit (D)).

G. Consent of Allen & Overy LLP (included in Exhibit (E)).

H. Consent of the Minister of Finance and Planning.

I. Letter Appointing Authorized Representative of the Government of Jamaica in the United States.

* Previously filed as part of Jamaica’s Registration Statement under Schedule B, Registration No. 333-118365, such exhibit is incorporated by reference herein and made a part of this Registration Statement.

II-3

Signature of the Government of Jamaica

Pursuant to the requirements of the Securities Act of 1933, as amended, the Government of Jamaica has duly caused this Registration Statement or amendment thereto to be signed for and on its behalf by the undersigned, thereunto duly authorized in Kingston, Jamaica, on the 9th day of August, 2006.

For and on behalf of The Government of Jamaica
By	/s/ Omar Davies
	Omar Davies
	Minister of Finance and Planning

II-4

Signature of Authorized Representation of the Government of Jamaica

Pursuant to the Securities Act of 1433, as amended, the undersigned, a duly authorized representative of the Government of Jamaica in the United States, has signed this Registration Statement or amendment thereto in the City of New York, New York, on the 9th day of August, 2006.

By	/s/ Dr. Basil K. Bryan
	Name:	Dr. Basil K. Bryan
	Title:	Consul General of Jamaica

New York

II-5

Exhibit Index

Exhibit Number	Description
(4)    A.	Form of Fiscal Agency Agreement *
B.	Form of Debt Security (attached to the form of Fiscal Agency Agreement of A above)*
C.	Form of Underwriting Agreement
D.	Opinion of the Attorney General’s Department of the Government of Jamaica, as to the legality of the Debt Securities
E.	Opinion of Allen & Overy, US counsel to the Government of Jamaica, as to the legality of the Debt Securities
F.	Consent of the Attorney General’s Department of Jamaica (included in Exhibit (D))
G.	Consent of Allen & Overy (included in Exhibit (E))
H.	Consent of the Minister of Finance and Planning
I.	Letter of Appointing Authorized Representative of the Government of Jamaica in the United States

* Previously filed as part of Jamaica’s Registration Statement under Schedule B, Registration No. 333-118365, such exhibit is incorporated by reference herein and made a part of this Registration Statement.

EX-99.C

EXHIBIT C

FORM OF UNDERWRITING AGREEMENT

GOVERNMENT OF JAMAICA

UNDERWRITING AGREEMENT

[·]

[·]

[address]

Ladies and Gentlemen:

The Government of Jamaica (the “Issuer”) proposes to issue and sell to the several Underwriters (the “Underwriters”) named in Schedule I hereto for whom [·]. is acting as Representative (the “Representative”) U.S.$ [·]principal amount of its [·]% Notes due [·] (the “Securities”). The Securities will be issued pursuant to the provisions of a Fiscal Agency Agreement dated as of June 20, 2002, among the Issuer, [·], as fiscal agent, principal paying agent and registrar (the “Fiscal Agent”), and [·]., as paying agent and transfer agent (the “Luxembourg Paying Agent”), among the Issuer, the Fiscal Agent and the [·] (collectively, the “Fiscal Agency Agreement”). 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-[·]) 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 “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) under the Act, 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) under the Act. “General Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is identified on Schedule II 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 [·] (New York time) on the date of this Agreement or such other time as agreed to by the Issuer and the Representative.

The Issuer hereby agrees with the Underwriters as follows:

1. The Issuer agrees to issue and sell the Securities to the Underwriters as hereinafter provided, and the Underwriters, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, severally but not jointly agree to purchase from the Issuer the respective principal amounts of Securities set forth opposite their respective names on Schedule A attached hereto, at a price (the “Purchase Price”) equal to [·]% of the principal amount plus accrued interest, if any, from [·] to the date of payment and delivery.

The Issuer confirms that the Underwriters intend (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 Representative 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 Underwriters, 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.

2. Each of the Underwriters 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 their knowledge and belief, result in compliance with the applicable laws and regulations thereof.

Each of the Underwriters represents and agrees that, unless the Representative has obtained or will obtain the prior written consent of the Issuer, it has not made and will not make any offer

2

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 Representative may, on behalf of the Underwriters for their own accounts 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 Representative 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 Representative. The Representative 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 “Underwriters’ Counsel”), or at such other place as shall be agreed upon by you and the Issuer, at [·]., New York City time, on [·],or such other time not later than ten business days after such date as shall be agreed upon by the Representative 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 Underwriters through the facilities of the Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Securities to be delivered to the Underwriters shall be registered in such name or names and shall be in such denominations as the Underwriters may request at least one business day before the Closing Date. The Issuer will permit the Underwriters to examine and package such certificates for delivery at least one full business day prior to the Closing Date.

As compensation to the Underwriters for their commitments hereunder, the Issuer will pay, or cause to be paid, to the Underwriters, underwriting and selling commissions in the aggregate amount of [·]% 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.

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(c) hereof, including the reasonable fees and disbursements of Underwriters’ 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 Underwriters’ 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

3

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 Underwriters will pay (i) the fees of their 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 each of the Underwriters 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 which has been declared effective by the Commission and copies of which have heretofore been delivered to the Underwriters. 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 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

4

to the Underwriters furnished in writing to the Issuer by the Representative specifically for use therein (“Underwriters’ 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 Representative, 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(c) below. The Issuer will file with the Commission all Issuer Free Writing Prospectuses in the time required under Rule 433(d) under the Act.

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

(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 have 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 agreements of the Issuer, and will be enforceable in accordance with its terms, subject to legal and equitable limitations relating to or affecting enforceability

5

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, which 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 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 Underwriters.

(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 2006 and 2007 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 (other than the remission of stamp duty by the Minister of Finance and Planning pursuant to the Stamp Duty Act which 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 Underwriters or the parties to the Fiscal Agency Agreement to register

6

themselves for the purpose of taking any legal or other measures to enforce any Agreement or the Securities in Jamaica.

(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 circumstances arisen which, 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) constitute 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.

(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 “Legal Proceedings”, which (i) is reasonably likely individually or in the aggregate to have a material adverse effect on the

7

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 a total exemption from withholding tax under the Income Tax Act in respect of payments to legal or beneficial holders of Notes who are non-residents of Jamaica and remissions of stamp duty and transfer taxes under the Stamp Duty and Transfer Tax Acts, respectively, and the Minister of Finance and Planning will issue appropriate orders and notices under the Income Tax Act, the Transfer Tax Act, and Stamp Duty Act, as applicable, to such effect and which shall be in full force and effect on the Closing Date.

(w) Neither the Issuer nor any of its affiliates have 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 which 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 have not been so described or filed.

6. The Issuer covenants and agrees with each of the Underwriters 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

8

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 Representative, 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 under the Act, 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 Representative shall not previously have been advised and furnished with a copy or to which the Representative 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 under the Securities Act) required to be filed by the Issuer with the Commission under Rule 433 under the Securities Act unless the Representative approves its use in writing prior to first use (each, a “Permitted Free Writing Prospectus”); provided that the prior written consent of the Representative hereto shall be deemed to have been given in 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 an Underwriter or the Issuer being required to file with the Commission pursuant to Rule 433(d) under the Act a free writing prospectus prepared by or on behalf of such 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 under the Securities Act prior to 5:30 p.m. (New York time) two business days after the date hereof.

(e) The Issuer will promptly deliver to the Representative and Underwriters’ 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 Underwriters 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 Representative 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 Underwriters with copies of the Prospectus in New York City in such quantities as the Representative may reasonably request.

(f) Promptly from time to time, the Issuer will use its reasonable best efforts to take such action as the Representative may reasonably request to qualify the Securities for offer and

9

sale under the securities laws of such states and other jurisdictions in the United States as the Representative 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 Representative shall reasonably request.

(g) During the period of three years from the effective date of the Registration Statement, the Issuer shall furnish to the Representative copies of all reports or other communications (financial or other) furnished to holders of the Securities, and to deliver to the Representative (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 Representative 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.”

(i) If at any time when a prospectus (or, in lieu thereof, the notice referred to under Rule 173(a) under the Act) 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 Underwriters 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 Underwriters 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 Representative promptly and prepare and file with the Commission and furnish to the Underwriters 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 Underwriters 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 Underwriters 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 Underwriters 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 Underwriters and any dealers an appropriate amendment or supplement to the General Disclosure

10

Package or (ii) prepare and file with the Commission an appropriate filing under the Exchange Act which 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 Representative promptly of any change affecting any of its 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 Underwriters 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. 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 which 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

11

similar to the Securities without the prior written consent of the Representative, such consent not to be unreasonably withheld. The Representative shall, prior to determining whether or not to consent, consult with the Issuer.

(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 Representative, select.

(s) The Issuer agrees to supply or arrange to have supplied to the Representative 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 Underwriters 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 Representative; 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).

12

(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 Representative 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 Representative 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 Representative.

(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 Underwriters, in form and substance reasonably satisfactory to the Representative.

(iv) Hart Muirhead Fatta, Jamaican legal advisors to the Underwriters, 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 Representative, in form and substance reasonably satisfactory to the Representative, 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 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

13

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 (D) 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 Underwriters’ 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:

(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.

14

(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 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 Representative such further information, certificates and documents as the Representative 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 Representative, this Agreement and all obligations of the Underwriters hereunder may be cancelled by the Underwriters at, or at any time prior to, the Closing Date.

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

8. The Issuer and each of the Underwriters agree:

(a) The Issuer shall indemnify and hold harmless each Underwriter and each person, if any, who controls any 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

15

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 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 Underwriters’ Information provided by the respective Underwriter. This indemnity will be in addition to any liability which the Issuer may otherwise have including under this Agreement.

(b) Each Underwriter shall, severally and not jointly, 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 Underwriters’ Information provided by the respective Underwriter. This indemnity will be in addition to any liability which the Underwriters 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

16

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 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 such settlement, compromise or consent (A) includes an unconditional release of the indemnified party from all liability arising out of such litigation, investigation, proceeding or claim, (B) 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 (C) 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 Underwriters may be subject, in such proportions as is appropriate to reflect the relative benefits received by the Issuer and the Underwriters 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 Underwriters in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or expenses, as well

17

as any other relevant equitable considerations. The relative benefits received by the Issuer and the Underwriters 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 Underwriters, 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 Underwriters 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 Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Issuer and the Underwriters 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 which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this Section 8, no Underwriter shall 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 which the Underwriters have 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 any 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 such 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 Underwriters, by notice given to the Issuer by the Representative, 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 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 Underwriters 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.

18

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

If, on the Closing Date any one or more of the Underwriters shall fail or refuse to purchase Securities which it or they have agreed to purchase hereunder on such date, and the aggregate principal amount of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the Securities to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount of Securities set forth opposite their respective names on Schedule A bears to the aggregate principal amount of Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Underwriters may specify, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided, however, that in no event shall the principal amount of Securities that any Underwriter has agreed to purchase pursuant to Section 1 be increased pursuant to this Section 10 by an amount in excess of one-tenth of such principal amount of Securities to be issued pursuant to this Agreement without the written consent of such Underwriter. If, on the Closing Date any Underwriter or Underwriters shall fail or refuse to purchase Securities which it or they have agreed to purchase hereunder on such date, and the aggregate principal amount of Securities with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Securities to be issued pursuant to this Agreement, and arrangements satisfactory to the Underwriters and the Issuer for the purchase of such Securities are not made within five days after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Issuer. In any such case either the Underwriters or the Issuer shall have the right to postpone the Closing Date to effect any changes made necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Issuer agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which in the opinion of Underwriters’ Counsel, may thereby be made necessary or advisable. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

11. If this Agreement shall be terminated by the Underwriters 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 Underwriters’ obligations cannot be fulfilled, the Issuer agrees to reimburse the Underwriters for all out of pocket expenses (excluding the fees and expenses of its counsel) reasonably incurred by the Underwriters 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

19

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 Representative. 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 Representative of such appointment. The Issuer represents to the Underwriters 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 Underwriters or any person controlling any Underwriter to serve process in any other manner permitted by law.

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 which 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 which 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 Underwriters 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 Underwriters, each affiliate of the Underwriters which assists the Underwriters 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 an 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 Underwriters shall be given to: [·].,[contact info]. Notices to the Issuer shall be given to it at Government of Jamaica, Financial Secretary, Ministry of Finance and Planning, 30 National Heroes Circle, Kingston 4, Jamaica, W.I. (Fax: (876) 924-9291).

20

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 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.

21

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

Very truly yours,
GOVERNMENT OF JAMAICA
By:	[·]
	Name:
	Title:

Accepted:     [·]
[·].
By:	[·].
By:	[·]
By:	[·]

SCHEDULE I

UNDERWRITERS

Underwriters	Principal Amount of Securities to Be Purchased
[·]	U.S.$	[	·]
[·]	U.S.$	[	·]
[·]	U.S.$	[	·]
Total:	U.S.$	[	·]

SCHEDULE II

GENERAL USE FREE WRITING PROSPECTUSES

Final Term Sheet, attached to this Agreement as Exhibit I

EXHIBIT I

*** FINAL PRICING TERMS OF THE

U.S. $[·] GOVERNMENT OF JAMAICA [·]% NOTES DUE [·]***

ISSUER: The Government of Jamaica

SECURITIES: [·]% Notes Due [·]

FORMAT: SEC Registered (NO. 333-[·])

SIZE: US$ [·]

GROSS PROCEEDS TO ISSUER: US$[·]

MATURITY: [·]

SETTLEMENT: [·]

SPREAD: [·]bp vs. UST [·]% due [·]

YIELD: [·]%

UST SPOT: [·]%

PRICE TO PUBLIC: [·]%

COUPON: [·]% Per Annum (Payable Semi-Annually)

INTEREST PAYMENT DATES: [·]and [·], Beginning [·]

REDEMPTION: Not redeemable by the Issuer prior to maturity

DENOMS: $[·]X $[·]

SOLE BOOKS: [·].

CO-MANAGERS:	[·]
	[·].
UNDERWRITING:	[·].
	[·]
	[·].

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 underwriters or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling [·] toll free at [·].

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, 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”, “Public Sector Indebtedness—General”, “The Monetary System—

II-1

Bank of Jamaica”, “—The Financial System”, “—Legislation and Regulation”, “Public Sector Indebtedness—General” and “Description of the Securities—Enforcement of Claims” and “—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. To ensure the legality, validity, enforcement or admissibility in evidence of the Underwriting Agreement, the Fiscal Agency Agreement or the Securities, it is not 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.

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

II-2

under the Securities is taxable as income for residents of Jamaica who own or hold the Notes 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 Notes 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.

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.

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

II-3

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 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-4

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 Underwriters 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 misleading or that the General Disclosure Package as of the Applicable Time or the Prospectus Supplement 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 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.

III-1

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 Underwriters

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 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,

IV-1

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 Underwriters, 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).

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 Notes 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 Notes 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.

IV-2

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.

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

IV-3

any other income paid under the Securities is taxable as income for residents of Jamaica who own or hold the Notes 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.

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-4

EX-99.D

Exhibit D

Telephone: (876) 906-2414-6 Facsimile: (876) 754-5158 E-Mail:       attorneygeneral@agc.gov.jm Reference No 004148 ATTORNEY GENERAL’S CHAMBERS 2^nd Floor – North Tower NCB Towers 2 Oxford Road Kingston 5

August 9, 2006

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

U.S.A.

Ladies and Gentlemen:

In my capacity as the Acting Deputy Solicitor General in the office of the Attorney General of Jamaica, I have acted as counsel for the Government of Jamaica (Jamaica) in connection with the preparation and filing with the Securities and Exchange Commission (the Commission) under the Securities Act of 1933, as amended (the Securities Act), of Jamaica’s Registration Statement under Schedule B (the Registration Statement) relating to the offering from time to time, as set forth in the Registration Statement, the form of prospectus contained therein (the Prospectus) and one or more supplements to the Prospectus, of up to $700,000,000 aggregate principal amount of Jamaica’s debt securities (the Debt Securities). The Debt Securities are to be issued in one or more series in accordance with the provisions of a fiscal agency agreement (the Fiscal Agency Agreement) to be entered into between Jamaica and the fiscal agent specified therein (the Fiscal Agent).

In arriving at the opinion expressed below, I have reviewed (i) the Registration Statement, including the Prospectus forming a part thereof, (ii) the form of Fiscal Agency Agreement filed as an exhibit to the Registration Statement and (iii) the form of Debt Securities included in the form of Fiscal Agency 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.

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 would be duly authorized by all the necessary action of Jamaica and, when duly executed and delivered by Jamaica, authenticated by the Fiscal Agent in accordance with the Fiscal

ATTORNEY GENERAL’S CHAMBERS
	Page No. 2
Securities and Exchange
Commission
	August 9, 2006

Agency Agreement and delivered to and paid for by the underwriter in the manner contemplated by the Registration Statement, or pursuant to any registration statement relating thereto filed by Jamaica with the Commission pursuant to Rule 462(b) under the Securities Act, the Debt Securities will constitute 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 form of Fiscal Agency Agreement and the form of Debt Securities as at the date of this opinion.

I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of my name under the caption “Validity of the Debt Securities” in the Prospectus forming a part of the Registration Statement and in any supplement to such Prospectus.

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/ Nicole Lambert

Nicole Lambert

Acting Deputy Solicitor General

EX-99.E

Exhibit E

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

Our ref 68270-00021 NY:1403945.1

August 9, 2006

Dear Ladies and Gentlemen:

We have acted as special United States counsel to the Government of Jamaica (Jamaica) in connection with the preparation and filing with the Securities and Exchange Commission (the Commission) under the Securities Act of 1933, as amended (the Securities Act), of Jamaica’s Registration Statement under Schedule B (the Registration Statement) relating to the offering from time to time, as set forth in the Registration Statement, the form of prospectus contained therein (the Prospectus) and one or more supplements to the Prospectus, of up to $700,000,000 aggregate principal amount of Jamaica’s debt securities (the Debt Securities). The Debt Securities are to be issued in one or more series in accordance with the provisions of a fiscal agency agreement (the Fiscal Agency Agreement) to be entered into between Jamaica and the fiscal agent specified therein (the Fiscal Agent).

A. DOCUMENTS

In rendering the opinion expressed below, we have examined the following documents: (i) the Registration Statement, including the Prospectus forming a part thereof, (ii) the form of Fiscal Agency Agreement filed as an exhibit to the Registration Statement, (iii) the form of Debt Securities included in the form of Fiscal Agency Agreement and (iv) the form of Underwriting Agreement filed as an exhibit to the Registration Statement.

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 and the Fiscal 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 when (i) the Fiscal Agency Agreement, in the form filed as an exhibit to the Registration Statement, has been duly authorized, executed and delivered by the parties thereto and (ii) the Debt Securities of a particular series offered pursuant to the Registration Statement have been duly authorized by Jamaica, duly executed and authenticated in accordance with the Fiscal Agency Agreement and duly delivered to and paid for by the purchasers thereof, such Debt Securities will constitute 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:

1. Our opinion set out above is subject to: (a) the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent conveyances, transfers or obligations),

2

reorganization, and other similar laws affecting the rights and remedies of creditors generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) or by an implied covenant or good faith and fair dealing.

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.

4. Our opinion is subject to the effect of judicial application of foreign laws or foreign governmental actions affecting creditors’ rights.

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 are subject to the limitations imposed by the Foreign Sovereign Immunities Act of 1976.

6. We note that under certain circumstances the 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 Agreements, but this does not affect the ability of a party to the Agreements to bring an action relating to or arising under the Agreements in a New York state court.

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 the Registration Statement and to the references to us under the heading “Validity of the Debt Securities” in the Prospectus forming a part of the Registration Statement and in any supplement to such Prospectus. 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 or under the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Allen & Overy

3

EX-99.H

Exhibit H

MINISTRY OF FINANCE AND PLANNING

30 NATIONAL HEROES CIRCLE

KINGSTON 4

JAMAICA

ANY REPLY OR SUBSEQUENT REFERENCE

SHOULD BE ADDRESSED TO THE

FINANCIAL SECRETARY AND THE

FOLLOWING REFERENCE NUMBER

QUOTED:-

TELEPHONE NO. 922-8500-16

Website: www.mof.gov.jm

CONSENT OF THE MINISTER OF FINANCE AND PLANNING

The undersigned consents to the use of his name in the Registration Statement or amendment thereto (of which this consent forms an exhibit), or any registration statement relating thereto filed by Jamaica with the Securities and Exchange Commission pursuant to Rule 462(b) under the Securities Act of 1933, in connection with the information specified therein to have been supplied by him and stated on his authority, on the 9th day of August, 2006.

For and on behalf of
The Government of Jamaica
By:	/s/ Omar Davies
	Omar Davies
Minister of Finance and Planning

EX-99.I

Exhibit I

	MINISTRY OF FINANCE AND PLANNING 30 NATIONAL HEROES CIRCLE
ANY REPLY OR SUBSEQUENT REFERENCE SHOULD BE ADDRESSED TO THE FINANCIAL SECRETARY AND THE FOLLOWING REFERENCE NUMBER QUOTED:-	P.O. BOX 512 KINGSTON JAMAICA
Telephone No. (876) 922-8600
Website: www.mof.gov.jm	June 16, 2006

Consul General

Consulate General of Jamaica

767 Third Avenue

New York, New York 10017

To the fiscal agent and the

underwriter[s] specified below:

I, the Minister of Finance and Planning, on behalf of the Government of Jamaica (“Jamaica”), hereby confirm that the Consul General of Jamaica to the United State has been designated as the authorized agent of Jamaica in the United States for purposes of the Registration Statement under Schedule B of the United States Securities Act of 1933, as amended, filed with the United State Securities and Exchange Commission by Jamaica with respect to the notes (the “Notes”) to be issued under a fiscal agency agreement (the “Fiscal Agency Agreement”) to be entered into between Jamaica and a fiscal agent named therein. I confirm such designation is in full force and effect and has not been revoked.

I, the Minister of Finance and Planning, on behalf of Jamaica, hereby also confirm that the Consul General of Jamaica to the United States has been designated as the agent for service of process of Jamaica in the United States for purposes of (i) the Fiscal Agency Agreement, (ii) the Notes and (iii) the underwriting agreement relating thereto to be entered into between Jamaica and the underwriter[s] specified therein. I confirm that such designation is in full force and effect and has not been revoked.

/s/ Omar Davies

Omar Davies

Minister of Finance and Planning

duly authorized

for and on the behalf of

THE GOVERNMENT OF JAMAICA