The Government intends to use the net proceeds from this offering to (i) pay the purchase price to holders of our Existing Notes that are validly tendered and accepted for purchase by the Government pursuant to the terms of the Tender Offers and which will settle substantially concurrently with this offering and (ii) the remainder, if any, to repay other existing financings.

The Notes will be listed on the Luxembourg Stock Exchange for trading on the Euro MTF Market.

The Notes have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction. The notes will be offered only to qualified institutional buyers in the United States under Rule 144A of the Securities Act and to persons outside the United States under Regulation S of the Securities Act.

 US$641,966,000 has been issued as Rule 144A

Government of Bermuda  US$890,000,000 5.000% Senior Notes due July 15, 2032 - Rule 144A