Stmt.re Mizuho Financial Grp.

RNS Number:1967H
Mizuho Holdings Inc
7 February 2003

Company Name:      Mizuho Holdings, Inc.

Representative:    Terunobu Maeda President & CEO

Head Office:       6-1, Marunouchi 1-chome, Chiyoda-ku, Tokyo

Code Number:       8305 (First Section of the Tokyo Stock Exchange, First 
                   Section of the Osaka Stock Exchange)

Contact:           Mizuho Holdings, Inc., Public Relations Tel: [phone]



                   Capital Increase of Mizuho Financial Group, Inc. 
                       by Allotment of Shares to Third Parties 
                            (Issuance of Preferred Shares)

Mizuho Holdings, Inc. ("MHHD") is pleased to hereby notify you that Mizuho
Financial Group, Inc. ("MHFG"), a subsidiary of MHHD, whose president-CEO is
Terunobu Maeda, adopted a resolution to issue preferred shares (the "issuance
Resolution") by allotting such shares to customers of Mizuho Bank, Ltd. and
Mizuho Corporate Bank, Ltd., both of whom are subsidiaries of MHHD, at the
meeting of the Board of Directors of MHFG held on February 6, 2003.

MHFG will become a financial holding company through stock-for-stock exchange
(the "Stock-for-Stock Exchange") with MHHD on March 12, 2003 and MHHD will
become a holding company for the group's banking and securities businesses as a
wholly-owned subsidiary of MHFG. The Issuance Resolution is subject to the
amendment to the articles of incorporation of MHFG as of the entry into force of
the Stock-for-Stock Exchange, and the entry into force of notifications,
licenses, and approvals under all applicable laws and regulations.

                                Particulars:

I.    Issuance of Preferred Shares by Allocation to Third Parties

1.    Terms and Conditions of Issuance of Eleventh Series Class XI Preferred 
      Shares

This document entitled "Capital Increase of Mizuho Financial Group, Inc. by 
Allotment of Shares to Third Parties (Issuance of Preferred Shares)" is prepared
in order to announce facts relating to MHHD's subsidiary's capital increase by
allotting shares to third parties and does not constitute a solicitation of
investments or any similar act, in or outside of Japan

(1) Name of shares

Mizuho Financial Group, Inc. Eleventh Series Class XI Preferred Shares (the 
"Eleventh Series Class XI Preferred Shares")

(2) Number of newly issued shares

650,000 shares (It is possible to be changed at the meeting of the Board of
Directors of MHFG to be held on Wednesday, March 12. 2003.)

(3) Issue price

    1,000,000 yen per share

(4) Aggregate issue price 

    650,000,000,000 yen

(5) Amount incorporated into stated share capital 

    500,000 yen per share

(6) Offering period

    Friday, March 28, 2003

(7) Payment date

    Sunday, March 30, 2003

(8) Dividend calculation commencement date 

    Monday, March 31, 2003

(9) Parties to whom shares will be allotted and the number of shares to be 
    allotted

The shares will be allotted to customers of Mizuho Bank, Ltd. and Mizuho
Corporate Bank, Ltd., both of whom are subsidiaries of MHHD. The details will be
determined at the meeting of the Board of Directors of MHFG to be held on
Wednesday, March 12, 2003.

(10) Preferred dividends

(A) Preferred dividends on the Eleventh Series Class XI Preferred Shares

This document entitled "Capital Increase of Mizuho Financial Group, Inc. by
Allotment of Shares to Third Parties (Issuance of Preferred Shares)" is prepared
in order to announce facts relating to MHHD's subsidiary's capital increase by
allotting shares to third parties and does not constitute a solicitation of
investments or any similar act, in or outside of Japan

Where MHFG distributes dividends to its shareholders, it will pay the dividends
in the amount provided in item (B) below per Eleventh Series Class XI Preferred
Share (the "Eleventh Series Class XI Preferred Dividends") to the holders of the
Eleventh Series Class XI Preferred Shares (the "Eleventh Series Class XI
Preferred Shareholders") and the registered pledgees of the Eleventh Series
Class XI Preferred Shares (the "Eleventh Series Class XI Preferred Registered
Pledgees") in preference to the holders of common shares (the "Common
Shareholders"), the registered pledgees of the common shares (the "Common
Registered Pledgees"), and the holders of fractional common shares. However,
when MHFG distributes all or any of the Eleventh Series Class XI Preferred
Interim Dividends provided in (C) below in the relevant business year, it will
pay the dividends in the amount as the result of the deduction of such interim
dividend.

(B) Amount of preferred dividends

Not yet determined. (To be determined from 17,500 yen to 22,500 yen per year and
per share (which is the temporary condition) in light of the circumstances of
the offering, at the meeting of the Board of Directors of MHFG to be held on
Wednesday, March 12, 2003.)

(C) Preferred interim dividends

Where MHFG distributes interim dividends to its shareholders, it will pay one-
half of the amount provided in item (B) above (the "Eleventh Series Class XI
Preferred Interim Dividends") to the Eleventh Shares Class XI Preferred
Shareholders and the Eleventh Shares Class XI Preferred Registered Pledgees in
preference to the Common Shareholders, the Common Registered Pledgees, and the
holders of fractional common shares.

(D) Non-cumulative nature

In the event that all or any of the preferred dividends are not paid to the
Eleventh Series Class XI Preferred Shareholders and the Eleventh Series Class XI
Preferred Registered Pledgees, such deficient dividend will not accumulate in or
after the subsequent business year.

(E) No participatory rights

MHFG will neither pay to the Eleventh Series Class XI Preferred Shareholders nor
the Eleventh Series Class XI Preferred Registered Pledgees any dividend in
excess of the Eleventh Series Class XI Preferred Dividends.

This document entitled "Capital Increase of Mizuho Financial Group, Inc. by
Allotment of Shares to Third Parties (Issuance of Preferred Shares)" is prepared
in order to announce facts relating to MHHD's subsidiary's capital increase by
allotting shares to third parties and does not constitute a solicitation of
investments or any similar act, in or outside of Japan


(11) Distribution of residual assets

Where MHFG distributes its residual assets to its shareholders, it will pay
1,000,000 yen per Eleventh Series Class XI Preferred Share to the Eleventh
Series Class XI Preferred Shareholders and the Eleventh Series Class XI
Preferred Registered Pledgees in preference to the Common Shareholders, the
Common Registered Pledgees, and the holders of fractional common shares. Except
for the foregoing, residual assets will neither be distributed to the Eleventh
Series Class XI Preferred Shareholders nor the Eleventh Series Class XI
Preferred Registered Pledgees.

(12) Purchase and cancellation

MHFG may at any time purchase and hold all or some of the Eleventh Series Class
XI Preferred Shares and cancel such shares at such purchase price out of its
profits distributable to its shareholders.

(13) Voting rights

The Eleventh Series Class XI Preferred Shareholders are not entitled to exercise
voting rights at any shareholders' meeting. However, they will be entitled to
exercise voting rights (i) where a proposal of distribution of preferred
dividends is not submitted to an annual shareholders' meeting, from such
shareholders' meeting, or (ii) where such proposal is rejected, from the close
of such shareholders' meeting, until a proposal of distribution of preferred
dividends is adopted.

(14) Preemptive right and the like

MHFG will not consolidate or split any Eleventh Series Class XI Preferred
Shares. MHFG will not grant to any Eleventh Series Class XI Preferred
Shareholders any preemptive right, preemptive right with respect to the share
purchase warrant, preemptive right with respect to the bonds with share purchase
warrant, or preemptive right with respect to the share purchase warrant or the
bonds regarding the bonds with share purchase warrant to be separated and
transferred.

(15) Conversion right

(A) Period for conversion request

The period for conversion request of the Eleventh Series Class XI Preferred
Shares commences on July 1, 2008 and ends on June 30, 2016.

This document entitled "Capital Increase of Mizuho Financial Group, Inc. by
Allotment of Shares to Third Parties (Issuance of Preferred Shares)" is prepared
in order to announce facts relating to MHHD's subsidiary's capital increase by
allotting shares to third parties and does not constitute a solicitation of
investments or any similar act, in or outside of Japan

(B) Conditions of conversion

During the foregoing period, the Eleventh Series Class XI Preferred Shares may
be converted into the common shares of MHFG at the conversion price per share in
accordance with (a) through (c) below.

(a) Initial conversion price

The initial conversion price is the market price of a common share on July 1,
2008; provided, however, that where such market price is less than 50,000 yen,
the initial conversion price will be 50,000 yen. The "market price" above means
the average price of the closing prices (including the closing bid or offered
price) (regular way) of a common share of MHFG as reported by the Tokyo Stock
Exchange for the 30 consecutive trading days (excluding any trading day or days
on which neither closing price nor closing bid nor offered price is reported)
commencing on the 45th trading day prior to July 1, 2008, calculated to units of
10 yen and rounded up to the nearest 100 yen when equal to or more than 50 yen,
disregarding amounts less than 50 yen.

(b) Modification of conversion price

In the event that the market price of a common share on each July 1 from July 1,
2009 to July 1, 2015 (the "Conversion Price Adjustment Date") is less than the
conversion price effective on the day immediately preceding the current
Conversion Price Adjustment Date, the conversion price will be modified to such
market price as at the relevant Conversion Price Adjustment Date. However, if
such market price is less than (x) the amount equal to 60% of the initial
conversion price (subject to adjustment in accordance with (c) below),
calculated to units of 10 yen and rounded up to the nearest 100 yen when equal
to or more than 50 yen, disregarding amounts less than 50 yen, or (y) 50,000
yen, the greater amount between (x) and (y) (the "Minimum Conversion Price")
will be the modified conversion price. The "market price" above means the
average price of the closing prices (including the closing bid or offered price)
(regular way) of a common share of MHFG as reported by the Tokyo Stock Exchange
for the 30 consecutive trading days (excluding any trading day or days on which
neither closing price nor closing bid nor offered price is reported) commencing
on the 45th trading day prior to the relevant Conversion Price Adjustment Date,
calculated to units of 10 yen and rounded up to the nearest 100 yen when equal
to or more than 50 yen, disregarding amounts less than 50 yen.

This document entitled "Capital Increase of Mizuho Financial Group, Inc. by
Allotment of Shares to Third Parties (Issuance of Preferred Shares)" is prepared
in order to announce facts relating to MHHD's subsidiary's capital increase by
allotting shares to third parties and does not constitute a solicitation of
investments or any similar act, in or outside of Japan

(c) Adjustment of conversion price

After the issuance of the Eleventh Series Class XI Preferred Shares, the
conversion price (including the Minimum Conversion Price) shall be adjusted in
accordance with the following formula (the "Conversion Price Adjustment
Formula") in the event that any common shares are issued or transferred by MHFG
at a price less than the market price, be adjusted in accordance with the
following formula and other relevant formulas in certain other events, and be
revised to the price which the Board of Directors determines to be appropriate
in the events that require adjustment of conversion price such as a merger,
calculated to units of 10 yen and rounded up to the nearest 100 yen when equal
to or more than 50 yen, disregarding amounts less than 50 yen:

                                                                   Number of newly issued
                                                      Number of  +         or transferred      X          Subscription
Conversion       Conversion                              issued                    common             amount per share 
price after   =  price before   X                 common shares                    shares
adjustment       adjustment                                                        Market price per share
                                                      Number of                                 Number of newly issued  
                                                         issued                    +                    or transferred
                                                  common shares                                          common shares


(B) Number of common shares to be issued upon conversion

The number of common shares of MHFG to be issued upon the conversion of the
Eleventh Series Class XI Preferred Shares is as follows:

                                                    Aggregate issue price of the Eleventh Series Class XI         
                                                    Preferred Shares submitted by the Eleventh Series Class 
Number of common shares to be issued    =           XI Preferred Shareholders requesting conversion
upon conversion                             

                                                                        Conversion price

The number of common shares to be issued upon conversion is calculated to units
of 0.001 and rounded up to the nearest 0.01.

(C) Type of shares to be issued upon conversion request 

Common share of MHFG

(D) First dividend after conversion to common share

The first dividends or interim dividends will be paid on the common shares  
issued upon the conversion of the Eleventh Series Class XI shares (x) as if they
were converted on April 1 in the case where the  conversion request or deemed
conversion mentioned in (16) below is made for the period from April 1 to
September 30, or (y) as if they were converted on October 1 in the case where
the conversion request or deemed conversion mentioned in (16) below is made for
the period from October 1 to March 31 of the next year.

This document entitled "Capital Increase of Mizuho Financial Group, Inc. by
Allotment of Shares to Third Parties (Issuance of Preferred Shares)" is prepared
in order to announce facts relating to MHHD's subsidiary's capital increase by
allotting shares to third parties and does not constitute a solicitation of
investments or any similar act, in or outside of Japan


(16) Deemed conversion into common shares

All of the Eleventh Series Class XI Preferred Shares for which a conversion
request is not made by June 30, 2016 will be converted into the common shares in
such number obtained by dividing the amount equal to the subscription price for
one of such Eleventh Series Class XI Preferred Shares by the market price of a
common share, on July 1, 2016 (the "Deemed Conversion Date"). The "market price"
above means the average price of the closing prices (including the closing bid
or offered price) (regular way) of a common share of MHFG as reported by the
Tokyo Stock Exchange for the 30 consecutive trading days (excluding any trading
day or days on which neither closing price nor closing bid nor offered price is
reported) commencing on the 45th trading day prior to the Deemed Conversion
Date, calculated to units of 10 yen and rounded up to the nearest 100 yen when
equal to or more than 50 yen, disregarding amounts less than 50 yen. In this
case, when such market price is less than the Minimum Conversion Price (50,000
yen, where such Minimum Conversion Price is less than 50,000 yen), such
unconverted Preferred Shares will be converted into common shares in such number
obtained by dividing the subscription price per Eleventh Series Class XI
Preferred Shares by such Minimum Conversion Price; provided, however, that where
the conversion price is adjusted in accordance with (15)(B)(c) above by the
Deemed Conversion Date, the Minimum Conversion Price will be adjusted similarly.
If any fractional share less than one hundredth of one full share occurs as a
result of the above-mentioned calculation, the provisions of the Commercial Code
of Japan with respect to stock consolidation will be applied mutatis mutandis.

(17) Order of priority

The order of priority of the payment of preferred distribution and interim
preferred distribution and the distribution of residual assets is ranked pari
passu among the other preferred shares issued by MHFG.

2.    Terms and Conditions of Issuance of Twelfth Series Class XI Preferred 
      Shares 

(1) Name of shares

Mizuho Financial Group, Inc. Twelfth Series Class XI Preferred Shares (the
"Twelfth Series Class XI Preferred Shares")

This document entitled "Capital Increase of Mizuho Financial Group, Inc. by
Allotment of Shares to Third Parties (Issuance of Preferred Shares)" is prepared
in order to announce facts relating to MHHD's subsidiary's capital increase by
allotting shares to third parties and does not constitute a solicitation of
investments or any similar act, in or outside of Japan

(2) Number of newly issued shares

100,000 shares (It is possible to be changed at the meeting of the Board of
Directors of MHFG to be held on Wednesday, March 12, 2003.)

(3) Issue price

1,000,000 yen per share

(4) Aggregate issue price 

100,000,000,000 yen

(5) Amount incorporated into stated share capital 

500,000 yen per share

(6) Offering period

Friday, March 28, 2003

(7) Payment date

Sunday, March 30, 2003

(8) Dividend calculation commencement date 

Monday, March 31, 2003

(9) Parties to whom shares will be allotted and the number of shares to be 
    allotted

The shares will be allotted to customers of Mizuho Bank, Ltd. and Mizuho
Corporate Bank, Ltd., both of whom are subsidiaries of MHHD. The details will be
determined at the meeting of the Board of Directors of MHFG to be held on
Wednesday, March 12, 2003.

(10) Preferred dividends

(A) Preferred dividends on the Twelfth Series Class XI Preferred Shares

Where MHFG distributes dividends to its shareholders, it will pay the dividends
in the amount provided in item (B) below per Twelfth Series Class XI Preferred
Share (the "Twelfth Series Class XI Preferred Dividends") to the holders of the
Twelfth Series Class XI Preferred Shares (the "Twelfth Series Class XI Preferred
Shareholders") and the registered pledgees of the Twelfth Series Class XI
Preferred Shares (the "Twelfth Series Class XI Preferred Registered Pledgees")
in preference to the holders of common shares (the "Common Shareholders"), the
registered pledgees of the common shares (the "Common Registered Pledgees"), and
the holders of fractional common shares. However, when MHFG distributes all or
any of the Twelfth Series Class XI Preferred Interim Dividends provided in (C)
below in the relevant business year, it will pay the dividends in the amount as
the result of the deduction of such interim dividend.

This document entitled "Capital Increase of Mizuho Financial Group, Inc. by
Allotment of Shares to Third Parties (Issuance of Preferred Shares)" is prepared
in order to announce facts relating to MHHD's subsidiary's capital increase by
allotting shares to third parties and does not constitute a solicitation of
investments or any similar act, in or outside of Japan


(B) Amount of preferred dividends

Not yet determined. (To be determined from 2,500 yen to 7,500 yen per year and
per share (which is the temporary condition) in light of the circumstances of
the offering, at the meeting of the Board of Directors of MHFG to be held on
Wednesday, March 12, 2003.)

(C) Preferred interim dividends

Where MHFG distributes interim dividends to its shareholders, it will pay one-
half of the amount provided in item (B) above (the "Twelfth Series Class XI
Preferred Interim Dividends") to the Twelfth Shares Class XI Preferred
Shareholders and the Twelfth Shares Class XI Preferred Registered Pledgees in
preference to the Common Shareholders, the Common Registered Pledgees, and the
holders of fractional common shares.

(D) Non-cumulative nature

In the event that all or any of the preferred dividends are not paid to the
Twelfth Series Class XI Preferred Shareholders and the Twelfth Series Class XI
Preferred Registered Pledgees, such deficient dividend will not accumulate in or
after the subsequent business year.

(E) No participatory rights

MHFG will neither pay to the Twelfth Series Class XI Preferred Shareholders nor
the Twelfth Series Class XI Preferred Registered Pledgees any dividend in excess
of the Twelfth Series Class XI Preferred Dividends.

(11) Distribution of residual assets

Where MHFG distributes its residual assets to its shareholders, it will pay
1,000,000 yen per Twelfth Series Class XI Preferred Share to the Twelfth Series
Class XI Preferred Shareholders and the Twelfth Series Class XI Preferred
Registered Pledgees in preference to the Common Shareholders, the Common
Registered Pledgees, and the holders of fractional common shares.

This document entitled "Capital Increase of Mizuho Financial Group, Inc. by
Allotment of Shares to Third Parties (Issuance of Preferred Shares)" is prepared
in order to announce facts relating to MHHD's subsidiary's capital increase by
allotting shares to third parties and does not constitute a solicitation of
investments or any similar act, in or outside of Japan

Except for the foregoing, residual assets will neither be distributed to the
Twelfth Series Class XI Preferred Shareholders nor the Twelfth Series Class XI
Preferred Registered Pledgees.

(12) Purchase and cancellation

MHFG may at any time purchase and hold all or some of the Twelfth Series Class
XI Preferred Shares and cancel such shares at such purchase price out of its
profits distributable to its shareholders.

(13) Voting rights

The Twelfth Series Class XI Preferred Shareholders are not entitled to exercise
voting rights at any shareholders' meeting. However, they will be entitled to
exercise voting rights (i) where a proposal of distribution of preferred
dividends is not submitted to an annual shareholders' meeting, from such
shareholders' meeting, or (ii) where such proposal is rejected, from the close
of such shareholders' meeting, until a proposal of distribution of preferred
dividends is adopted.

(14) Preemptive right and the like

MHFG will not consolidate or split any Twelfth Series Class XI Preferred Shares.
MHFG will not grant to any Twelfth Series Class XI Preferred Shareholders any
preemptive right, preemptive right with respect to the share purchase warrant,
preemptive right with respect to the bonds with share purchase warrant, or
preemptive right with respect to the share purchase warrant or the bonds
regarding the bonds with share purchase warrant to be separated and transferred.

(15) Conversion right

(A) Period for conversion request

The period for conversion request of the Twelfth Series Class XI Preferred
Shares commences on July 1, 2003 and ends on June 30, 2011.

(B) Conditions of conversion

During the foregoing period, the Twelfth Series Class XI Preferred Shares may be
converted into the common shares of MHFG at the conversion price per share in
accordance with (a) through (c) below.

(a) Initial conversion price

The initial conversion price is the market price of a common share on July 1,
2003; provided, however, that where such market price is less than 50,000 yen,
the initial conversion price will be 50,000 yen. The "market price" above means
the average price of the closing prices (including the closing bid or offered
price) (regular way) of a common share of MHFG as reported by the Tokyo Stock
Exchange for the 30 consecutive trading days (excluding any trading day or days
on which neither closing price nor closing bid nor offered price is reported)
commencing on the 45th trading day prior to July 1, 2003, calculated to units of
10 yen and rounded up to the nearest 100 yen when equal to or more than 50 yen,
disregarding amounts less than 50 yen.

This document entitled "Capital Increase of Mizuho Financial Group, Inc. by
Allotment of Shares to Third Parties (Issuance of Preferred Shares)" is prepared
in order to announce facts relating to MHHD's subsidiary's capital increase by
allotting shares to third parties and does not constitute a solicitation of
investments or any similar act, in or outside of Japan

(b) Modification of conversion price

In the event that the market price of a common share on each July 1 from July 1,
2004 to July 1, 2010 (the "Conversion Price Adjustment Date") is less than the
conversion price effective on the day immediately preceding the current
Conversion Price Adjustment Date, the conversion price will be modified to such
market price as at the relevant Conversion Price Adjustment Date. However, if
such market price is less than (x) the amount equal to 60% of the initial
conversion price (subject to adjustment in accordance with (c) below),
calculated to units of 10 yen and rounded up to the nearest 100 yen when equal
to or more than 50 yen, disregarding amounts less than 50 yen, or (y) 50,000
yen, the greater amount between (x) and (y) (the "Minimum Conversion Price")
will be the modified conversion price. The "market price" above means the
average price of the closing prices (including the closing bid or offered price)
(regular way) of a common share of MHFG as reported by the Tokyo Stock Exchange
for the 30 consecutive trading days (excluding any trading day or days on which
neither closing price nor closing bid nor offered price is reported) commencing
on the 45th trading day prior to the relevant Conversion Price Adjustment Date,
calculated to units of 10 yen and rounded up to the nearest 100 yen when equal
to or more than 50 yen, disregarding amounts less than 50 yen.

(c) Adjustment of conversion price

After the issuance of the Twelfth Series Class XI Preferred Shares, the
conversion price (including the Minimum Conversion Price) shall be adjusted in
accordance with the following formula (the "Conversion Price Adjustment
Formula") in the event that any common shares are issued or transferred by MHFG
at a price less than the market price, be adjusted in accordance with the
following formula and other relevant formulas in certain other events, and be
revised to the price which the Board of Directors determines to be appropriate
in the events that require adjustment of conversion price such as a merger,
calculated to units of 10 yen and rounded up to the nearest 100 yen when equal
to or more than 50 yen, disregarding amounts less than 50 yen:

This document entitled "Capital Increase of Mizuho Financial Group, Inc. by
Allotment of Shares to Third Parties (Issuance of Preferred Shares)" is prepared
in order to announce facts relating to MHHD's subsidiary's capital increase by
allotting shares to third parties and does not constitute a solicitation of
investments or any similar act, in or outside of Japan

                                                                   Number of newly issued
                                                      Number of  +         or transferred      X          Subscription
Conversion       Conversion                              issued                    common             amount per share 
price after   =  price before   X                 common shares                    shares
adjustment       adjustment                                                        Market price per share
                                                      Number of                                 Number of newly issued  
                                                         issued                    +                    or transferred
                                                  common shares                                          common shares



(B) Number of common shares to be issued upon conversion

The number of common shares of MHFG to be issued upon the conversion of the
Twelfth Series Class XI Preferred Shares is as follows:

                                                    Aggregate issue price of the Twelfth Series Class XI         
                                                    Preferred Shares submitted by the Twelfth Series Class 
Number of common shares to be issued    =           XI Preferred Shareholders requesting conversion
upon conversion                             

                                                                        Conversion price

The number of common shares to be issued upon conversion is calculated to units
of 0.001 and rounded up to the nearest 0.01.

(C) Type of shares to be issued upon conversion request 

Common share of MHFG

(D) First dividend after conversion to common share

The first dividends or interim dividends will be paid on the common shares
issued upon the conversion of the Twelfth Series Class XI shares (x) as if they
were converted on April 1 in the case where the conversion request or deemed
conversion mentioned in (16) below is made for the period from April 1 to
September 30, or (y) as if they were converted on October 1 in the case where
conversion request or deemed conversion mentioned in (16) below is made for the
period from October 1 to March 31 of the next year.

(16) Deemed conversion into common shares

All of the Twelfth Series Class XI Preferred Shares for which a conversion
request is not made by June 30, 2011 will be converted into the common shares in
such number obtained by dividing the amount equal to the subscription price for
one of such Twelfth Series Class XI Preferred Shares by the market price of a
common share, on July 1, 2011 (the "Deemed Conversion Date"), The "market price"
above means the average price of the closing prices (including the closing bid
or offered price) (regular way) of a common share of MHFG as reported by the
Tokyo Stock Exchange for the 30 consecutive trading days (excluding any trading
day or days on which neither closing price nor closing bid nor offered price is
reported) commencing on the 45th trading day prior to the Deemed Conversion
Date, calculated to units of 10 yen and rounded up to the nearest 100 yen when
equal to or more than 50 yen, disregarding amounts less than 50 yen. In this
case, when such market price is less than the Minimum Conversion Price (50,000
yen, where such Minimum Conversion Price is less than 50,000 yen), such
unconverted Preferred Shares will be converted into common shares in such number
obtained by dividing the subscription price per Twelfth Series Class XI
Preferred Shares by such Minimum Conversion Price; provided, however, that where
the conversion price is adjusted in accordance with (15)(B)(c) above by the
Deemed Conversion Date, the Minimum Conversion Price will be adjusted similarly.
If any fractional share less than one hundredth of one full share occurs as a
result of the above-mentioned calculation, the provisions of the Commercial Code
of Japan with respect to stock consolidation will be applied mutatis mutandis.

This document entitled "Capital Increase of Mizuho Financial Group, Inc. by
Allotment of Shares to Third Parties (Issuance of Preferred Shares)" is prepared
in order to announce facts relating to MHHD's subsidiary's capital increase by
allotting shares to third parties and does not constitute a solicitation of
investments or any similar act, in or outside of Japan

(17) Order of priority

The order of priority of the payment of preferred distribution and interim
preferred distribution and the distribution of residual assets is ranked pari
passu among the other preferred shares issued by MHFG.

3.    Terms and Conditions of Issuance of Thirteenth Series Class XIII Preferred 
      Shares

(1) Name of class shares

Mizuho Financial Group, Inc. Thirteenth Series Class XIII Preferred Shares (the
"Thirteenth Series Class XIII Preferred Shares")

(2) Number of newly issued shares

100,000 shares (It is possible to be changed at the meeting of the Board of
Directors of MHFG to be held on Wednesday, March 12, 2003.)

(3) Issue price

1,000,000 yen per share

This document entitled "Capital Increase of Mizuho Financial Group, Inc. by
Allotment of Shares to Third Parties (Issuance of Preferred Shares)" is prepared
in order to announce facts relating to MHHD's subsidiary's capital increase by
allotting shares to third parties and does not constitute a solicitation of
investments or any similar act, in or outside of Japan

(4) Aggregate issue price 

100,000,000,000 yen

(5) Amount incorporated into stated share capital 

500,000 yen per share

(6) Offering period

Friday , March 28, 2003

(7) Payment date

Sunday, March 30, 2003

(8) Dividend calculation commencement date 

Monday, March 31, 2003

(9) Parties to whom shares will be allotted and the number of shares to be 
    allotted

The shares will be allotted to customers of Mizuho Bank, Ltd. and Mizuho
Corporate Bank, Ltd., both of whom are subsidiaries of MHHD. The details will be
determined at the meeting of the Board of Directors of MHFG to be held on
Wednesday, March 12, 2003.

(10) Preferred dividends

(A) Preferred dividends on the Thirteenth Series Class XIII Preferred Shares

Where MHFG distributes dividends to its shareholders, it will pay the dividends
in the amount provided in item (B) below per Thirteenth Series Class XIII
Preferred Share (the "Thirteenth Series Class XIII Preferred Dividends") to the
holders of the Thirteenth Series Class XIII Preferred Shares (the "Thirteenth
Series Class XIII Preferred Shareholders") and the registered pledgees of the
Thirteenth Series Class XIII Preferred Shares (the "Thirteenth Series Class XIII
Preferred Registered Pledgees") in preference to the holders of common shares
(the "Common Shareholders"), the registered pledgees of the common shares (the
"Common Registered Pledgees"), and the holders of fractional common shares.
However, when MHFG distributes all or any of the Thirteenth Series Class XIII
Preferred Interim Dividends provided in (C) below in the relevant business year,
it will pay the dividends in the amount as the result of the deduction of such
interim dividend.

This document entitled "Capital Increase of Mizuho Financial Group, Inc. by
Allotment of Shares to Third Parties (Issuance of Preferred Shares)" is prepared
in order to announce facts relating to MHHD's subsidiary's capital increase by
allotting shares to third parties and does not constitute a solicitation of
investments or any similar act, in or outside of Japan

(B) Amount of preferred dividends

Not yet determined. (To be determined from 27,500 yen to 32,500 yen per year and
per share (which is the temporary condition) in light of the circumstances of
the offering, at the meeting of the Board of Directors of MHFG to be held on
Wednesday, March 12, 2003.)

(C) Preferred interim dividends

Where MHFG distributes interim dividends to its shareholders, it will pay one-
half of the amount provided in item (B) above (the "Thirteenth Series Class XIII
Preferred Interim Dividends") to the Thirteenth Shares Class XIII Preferred
Shareholders and the Thirteenth Shares Class XIII Preferred Registered Pledgees
in preference to the Common Shareholders, the Common Registered Pledgees, and
the holders of fractional common shares.

(D) Non-cumulative nature

In the event that all or any of the preferred dividends are not paid to the
Thirteenth Series Class XIII Preferred Shareholders and the Thirteenth Series
Class XIII Preferred Registered Pledgees, such deficient dividend will not
accumulate in or after the subsequent business year.

(E) No participatory rights

MHFG will neither pay to the Thirteenth Series Class XIII Preferred Shareholders
nor the Thirteenth Series Class XIII Preferred Registered Pledgees any dividend
in excess of the Thirteenth Series Class XIII Preferred Dividends.

(11) Distribution of residual assets

Where MHFG distributes its residual assets to its shareholders, it will pay
1,000,000 yen per Thirteenth Series Class XIII Preferred Share to the Thirteenth
Series Class XIII Preferred Shareholders and the Thirteenth Series Class XIII
Preferred Registered Pledgees in preference to the Common Shareholders, the
Common Registered Pledgees, and the holders of fractional common shares. Except
for the foregoing, residual assets will neither be distributed to the Thirteenth
Series Class XIII Preferred Shareholders nor the Thirteenth Series Class XIII
Preferred Registered Pledgees.

(12) Purchase and cancellation

MHFG may at any time purchase and hold all or some of the Thirteenth Series
Class XIII Preferred Shares and cancel such shares at such purchase price out of
its profits distributable to its shareholders.

This document entitled "Capital Increase of Mizuho Financial Group, Inc. by
Allotment of Shares to Third Parties (Issuance of Preferred Shares)" is prepared
in order to announce facts relating to MHHD's subsidiary's capital increase by
allotting shares to third parties and does not constitute a solicitation of
investments or any similar act, in or outside of Japan

(13) Voting rights

The Thirteenth Series Class XIII Preferred Shareholders are not entitled to
exercise voting rights at any shareholders' meeting. However, they will be
entitled to exercise voting rights (i) where a proposal of distribution of
preferred dividends is not submitted to an annual shareholders' meeting, from
such shareholders' meeting, or (ii) where such proposal is rejected, from the
close of such shareholders' meeting, until a proposal of distribution of
preferred dividends is adopted.

(14) Preemptive right and the like

MHFG will not consolidate or split any Thirteenth Series Class XIII Preferred
Shares. MHFG will not grant to any Thirteenth Series Class XIII Preferred
Shareholders any preemptive right, preemptive right with respect to the share
purchase warrant, preemptive right with respect to the bonds with share purchase
warrant, or preemptive right with respect to the share purchase warrant or the
bonds regarding the bonds with share purchase warrant to be separated and
transferred.

(15) Mandatory redemption

MHFG may mandatorily redeem all or any of the Thirteenth Series Class XIII
Preferred Shares at any time on or after April 1, 2013. In the case of partial
redemption, MHFG will determine which Thirteenth Series Class XIII Preferred
Shares are to be redeemed by lottery or other means. The redemption price per
share is equal to 1,000,000 yen together with the amount equal to the accrued
dividends. The "amount equal to the accrued dividends" above means the amount
obtained by multiplying the amount of the Thirteenth Series Class XIII Preferred
Dividends by the number of days elapsed from and including the commencement date
of the relevant business year containing the redemption date to and including
the redemption date and dividing by the number of days of the relevant business
year, calculated to units of 0.1 yen and rounded up to the nearest 1 yen when
equal to or more than 0.5 yen, disregarding amounts less than 0.5 yen. However,
where any Thirteenth Series Class XIII Interim Preferred Dividends are paid in
the relevant business year, the amount equal to the accrued dividends will be
the amount reduced by such amount.

(16) Order of priority

The order of priority of the payment of preferred distribution and interim
preferred distribution and the distribution of residual assets is ranked pari
passu among the other preferred shares issued by MHFG.

This document entitled "Capital Increase of Mizuho Financial Group, Inc. by
Allotment of Shares to Third Parties (Issuance of Preferred Shares)" is prepared
in order to announce facts relating to MHHD's subsidiary's capital increase by
allotting shares to third parties and does not constitute a solicitation of
investments or any similar act, in or outside of Japan

II.   Reason for Capital Increase and Use of Proceeds

(1) Reason for capital increase

To increase MHFG's equity capital.

(2) Use of proceeds

All of the proceeds will be appropriated to capital contribution of Mizuho Bank,
Ltd. and Mizuho Corporate Bank, Ltd., both of whom are subsidiaries of MHHD.

III.   Schedule of Capital Increase (Proposed)

* Thursday, February 6, 2003:

  Resolution of the Board of Directors of MHFG 
  Filing of the Securities Registration Statement

* Friday, March 28, 2003 

  Offering Period

* Sunday, March 30, 2003 

  Payment Date

* Monday, March 31, 2003 

  Capital Increase

(The offering period and the payment date may be changed in light of the
circumstances of the offering and other relevant actions.)

MHFG is also considering conducting an international offering in order to raise
capital from a broad range of foreign institutional investors. Further details
will be provided once they are determined.

This press release is not an offer to sell or a solicitation of any offer to buy
the securities of Mizuho Financial Group, Inc. or Mizuho Holdings, Inc. ("the
Companies") in the United States. The securities have not been and will not be
registered under the United States Securities Act of 1933 and may not be offered
or sold in the United States absent registration or an exemption from such
registration requirement. If any public offering of securities is made in the
United States, it will be by means of a prospectus that may be obtained from the
Companies that will contain detailed information about the Companies and
management, as well as financial statements. No public offering of securities
will be made in the United States in connection with the above-mentioned
transactions.

                      This information is provided by RNS
            The company news service from the London Stock Exchange

END
STRUUUWWPUPWUQM