RNS Number:9309H
Mizuho Holdings Inc
25 February 2003

                                                  February 25, 2003 

To whom it may concern:
                                   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 
                                                   Securities Exchange) 
                                   Contact:        Mizuho Holdings, Inc.,
                                                   Public Relations
                                                   Tel: 


                 Issuance of Mizuho Financial Group Inc. 
               Fourteenth Series Class XI Preferred Shares


Mizuho Holdings, Inc. ("") hereby notifies you that Mizuho Financial Group,
Inc. ("MHFG"), a subsidiary of , whose President-CEO is Terunobu Maeda,
adopted a resolution at the meeting of the Board of Directors of MHFG held on
February 25, 2003 to issue Fourteenth Series Class XI Preferred Shares of MHFG
with an aggregate issue price of 150,000,000,000 yen (if the Over-allotment
Option as set forth in I(2) below is exercised in full.) (the "Issuance
Resolution") by allotting all such preferred shares directly to Mizuho
International Finance (Bermuda) Trust, a unit trust to be organized under the
laws of Bermuda, outside Japan.

Mizuho International (Bermuda) Trust will hold the allotted Fourteenth Series
Class XI Preferred Shares and in turn issue Preferred Share Units and offer such
Units in a global offering to a wide range of institutional investors outside
Japan in offshore markets (for details, see Appendix).

Together with the capital increase by way of domestic third-party allotments of
preferred shares with an aggregate issue price of 850,000,000,000 yen (proposed)
announced previously, this transaction is intended to strengthen MHFG's capital
in accordance with the basic goal of raising approximately 1 trillion yen from
both domestic and overseas investors that was announced along with the revision
of earnings estimates on January 21, 2003.  Through these measures, Mizuho
Financial Group is striving to establish a solid financial base.

MHFG will become a financial holding company through a stock-for-stock exchange
(the "Stock-for-Stock Exchange") with  on March 12, 2003 and  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 of the articles of incorporation of MHFG as of the effectiveness of
the Stock-for-Stock Exchange, and the effectiveness of notifications, licenses,
and approvals under all applicable laws and regulations.

                              Particulars:

I.  Issuance of Fourteenth Series Class XI Preferred Shares
    Terms and Conditions of Issuance of Fourteenth Series Class XI Preferred
    Shares
(1) Name of shares

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

(2) Number of newly issued shares

     125,000 shares (or an increased number of shares if the over-allotment 
     option that will be granted to Mizuho International Finance (Bermuda) 
     Trust to purchase up to an additional 25,000 shares (the "Over-allotment 
     Option") is exercised.) (The number may 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

     125,000,000,000 yen (or the aggregate issue price of the newly issued 
     shares if the number of newly issued shares mentioned in (2) above 
     increases upon the exercise of the Over-allotment Option.) (The aggregate 
     issue price may be changed at the meeting of the Board of Directors of MHFG 
     to be held on Wednesday, March 12, 2003.)

(5) Amount incorporated into stated share capital 

     500,000 yen per share

(6) Offer Period

     Friday, March 28, 2003 (proposed)

(7) Payment date

     Friday, March 28, 2003 (proposed)

(8) Dividend calculation commencement date 
     
     Saturday, March 29, 2003 (proposed)

(9) Preferred dividends

(A) Preferred dividends on the Fourteenth 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 Fourteenth Series 
     Class XI Preferred Share (the "Fourteenth Series Class XI Preferred 
     Dividends") to the holders of the Fourteenth Series Class XI Preferred 
     Shares  (the "Fourteenth Series Class XI Preferred Shareholders") and the 
     registered pledgees of the Fourteenth Series Class XI Preferred Shares (the 
     "Fourteenth 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 Fourteenth 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 2,500 yen to 7,500 yen per year 
     and per share (provisional terms) 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 "Fourteenth Series 
     Class XI Preferred Interim Dividends") to the Fourteenth Shares Class XI 
     Preferred Shareholders and the Fourteenth Series 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 
     Fourteenth Series Class XI Preferred Shareholders and the Fourteenth Series 
     Class XI Preferred Registered Pledgees, such deficient dividends will not 
     accumulate in or after the subsequent business year.

(E) No participatory rights

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

(10) Distribution of residual assets

     Where MHFG distributes its residual assets to its shareholders, it will pay 
     1,000,000 yen per Fourteenth Series Class XI Preferred Share to the 
     Fourteenth Series Class XI Preferred Shareholders and the Fourteenth 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 be 
     distributed to neither the Fourteenth Series Class XI Preferred 
     Shareholders nor the Fourteenth Series Class XI Preferred Registered 
     Pledgees.

(11) Purchase and cancellation
     
     MHFG may, subject to the prior consent of the Financial Services Agency (if 
     necessary), purchase all or some of the Fourteenth Series Class XI 
     Preferred Shares and cancel such shares at such purchase price out of its 
     profits distributable to its shareholders.

(12) Voting rights

     The Fourteenth 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.

(13) Preemptive rights and the like

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

(14) Conversion right

     (A) Period for conversion request
     
     The period for conversion request of the Fourteenth 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 Fourteenth 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. The term "market price" above means the average price of the 
     closing prices (or, if such closing price is not available, the average of 
     the highest bid price and lowest 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. If any of the events of 
     adjustment of conversion price mentioned in (c) below occurs during the 
     above 45 trading day period, the market price will be adjusted to such 
     price as the board of directors of MHFG determines appropriate.

     (b) Reset 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 
     reset to such market price as of the relevant Conversion Price Adjustment 
     Date. However, if such market price is less than the amount equal to (not 
     yet determined)% (to be determined from 50% to 60% at the meeting of the 
     Board of Directors of MHFG to be held on Wednesday, March 12, 2003) 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 
     (the "Reset Floor Price"), the conversion price will be reset to the Reset 
     Floor Price. The term "market price" above means the average price of the 
     closing prices (or, if such closing price is not available, the average of 
     the highest bid price and lowest 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. If any of the events of adjustment of conversion price 
     mentioned in (c) below occurs during the above 45 trading day period, the 
     market price will be adjusted to such price as the board of directors of 
     MHFG determines appropriate.

     (c) Adjustment of conversion price

     After the issuance of the Fourteenth Series Class XI Preferred Shares, the 
     conversion price (including the Reset Floor 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, shall be adjusted in accordance 
     with the following formula and other relevant formulas in certain other 
     events, and shall be revised to such price as the Board of Directors 
     determines appropriate in the case of certain other 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 or
                                             Number of             transferred            X   Subscription
Conversion           Conversion              issued                common                     amount per
price after    =     price before     X      common                shares                     share
adjustment           adjustment              shares                _________________________________________
                                                                            Market price per share 
                                            ________________________________________________________________
                                             Number of                                    Number of newly
                                             issued                            +          issued or 
                                             common shares                                transferred
                                                                                          common shares


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

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

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

     (D) Type of shares to be issued upon conversion request
     
     Common shares of MHFG 

     (E) First dividend after conversion to common shares

     The first dividends or interim dividends will be paid on the common shares 
     issued upon the conversion of the Fourteenth Series Class XI Preferred 
     Shares (x) as if they were converted on April 1 in the case where the 
     conversion request or deemed conversion mentioned in (15) below is made 
     during 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 (15) below is made during the period from October 1 
     to March 31 of the next year.

(15) Mandatory conversion into common shares

     Each Fourteenth Series Class XI Preferred Share for which a conversion 
     request is not made by June 30, 2011 will be converted into common shares
     in such number obtained by dividing the amount equal to the subscription 
     price for a Fourteenth Series Class XI Preferred Shares by the highest of 
     (x) the market price of a common share, on July 1, 2011 (the "Mandatory 
     Conversion Date") (the "market price" above means the average price of the 
     closing prices (or, if such closing price is not available, the average of 
     the highest bid price and lowest 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 Mandatory 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), (y) 
     the Reset Floor Price and (z) 50,000 yen ((y) and (z) hereinafter 
     collectively referred to as the "Mandatory Conversion Floor Price"); 
     provided, however, that where the conversion price is adjusted in 
     accordance with (14)(B)(c) above by the Mandatory Conversion Date, the 
     Mandatory Conversion Floor Price will be adjusted similarly. If any of the 
     events of adjustment of conversion price mentioned in (c) above occurs 
     during the above 45 trading day period, the market price will be adjusted 
     to such price as the board of directors of MHFG determines appropriate. 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.

(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 or to be issued by MHFG.

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 the capital of Mizuho Bank, 
     Ltd. and Mizuho Corporate Bank, Ltd., both of which are subsidiaries of 
     MHHD.

III.   Schedule of Capital Increase (Proposed)  

     *  Tuesday, February 25, 2003
        Resolution of the Board of Directors of MHFG

     *  Friday, March 28, 2003 
        Offer Period

     *  Friday, March 28, 2003 
        Payment Date

     *  Saturday, March 29, 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.)



                                                                      (Appendix)


                    Description of Preferred Share Units to be 
             Issued by Mizuho International Finance (Bermuda) Trust


     (1) Name of securities

     Mizuho International Finance (Bermuda) Trust Preferred Share Units (the 
     "Preferred Share Units")

     Each Preferred Share Unit represents a beneficial ownership interest in the 
     Fourteenth Series Class XI Preferred Shares to be allotted to Mizuho 
     International Finance (Bermuda) Trust (the "Trust").
     
     (2) Number of issued securities

     125,000 Preferred Share Units (or an increased number of units if the 
     over-allotment option that will be granted to the Underwriting Company for 
     the Preferred Share Units (as mentioned in (11) below) to purchase up to an 
     additional 25,000 Preferred Share Units (the "PSU Over-allotment Option") 
     is exercised; provide that the number of issued Preferred Share Units shall 
     be equal to the number of newly issued Fourteenth Series Class XI Preferred 
     Shares. If the PSU Over-allotment Option is exercised, the Trust shall 
     exercise the Over-allotment Option with regard to the Fourteenth Series 
     Class XI Preferred Shares.) (Where the number of the Fourteenth Series 
     Class XI Preferred Shares to be issued is changed at the meeting of the 
     Board of Directors of MHFG to be held on Wednesday, March 12, 2003, the 
     number of issued Preferred Share Units will also be changed in accordance 
     with such change.)

     (3) Issue price

     1,000,000 yen per Preferred Share Unit

     (4) Aggregate issue price

     Same amount as the aggregate issue price of the Fourteenth Series Class XI 
     Preferred Shares

     (5) Issue date

     Friday, March 28, 2003 (proposed)

     (6) Preferred dividends

     The amount of any dividends received by the Trust with respect to the 
     Fourteenth Series Class XI Preferred Shares, after deduction of Japanese 
     withholding tax, will be distributed by MIFB Holding Services (Bermuda) 
     Limited, as the Trustee of the Trust (the "Trustee"), to the holders of the 
     Preferred Share Units in proportion to the number of the Preferred Share 
     Units held by such holders.

     (7) Voting rights

     Holders of the Preferred Share Units are not entitled to voting rights, 
     except in certain limited circumstances.

     If the Trust becomes entitled to vote at a general meeting of the 
     shareholders of MHFG, the voting rights will be exercised in accordance 
     with the instructions of the holders of the Preferred Share Units.

     In some situations the Fourteenth Series Class XI Preferred Shares may 
     become entitled to vote as a class. The Trust will exercise any such class 
     voting rights in accordance with the instructions of the holders of the 
     Preferred Share Units unless the Trust receives an opinion of counsel that 
     interests of the Trust as holder of the Fourteenth Series Class XI 
     Preferred Shares (and indirectly the interests of the holders of the 
     Preferred Share Units) would not be prejudiced by the proposed resolution, 
     in which case the Trust will exercise its voting rights in accordance with 
     an equivalent resolution determined by a vote by the holders of the common 
     shares (or, in the event the meeting of the holders of the Fourteenth 
     Series Class XI Preferred Shares is held prior to the meeting of the 
     holders of common shares, the Trust will exercise its voting rights in 
     accordance with the recommendation of the board of directors of MHFG).

     (8) Optional Conversion

     Holders of the Preferred Share Units may cause the Trust to convert the 
     number of the Fourteenth Series Class XI Preferred Shares to which such 
     Preferred Share Units relate into common shares of MHFG, and deliver such 
     common shares to the holders as follows:

     (A) Period for conversion request

     Commences on July 1, 2003 and ends on June 30, 2011

     (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 
     Preferred Share Units is same as the number of common shares of MHFG to be 
     issued upon the conversion of the same number of the Fourteenth Series 
     Class XI Preferred Sharesheld by the Trust.


     (9) Mandatory Conversion

     When the Fourteenth Series Class XI Preferred Shares are converted to 
     common shares of MHFG at the Mandatory Conversion Date, such common shares 
     will be distributed to the holders of the Preferred Share Units, pro rata 
     in proportion to the number of the Preferred Share Units held by them.

     The Trust will cause the conversion of all of the Fourteenth Series Class 
     XI Preferred Shares as of the last business day in Tokyo prior to the 
     Mandatory Conversion Date if the number of common shares that would be 
     issued upon such conversion is greater than the number of common shares 
     that would be issued upon the Mandatory Conversion on the Mandatory 
     Conversion Date.

     (10) Method of Offering

     Offering in the United States, as a private placement only to "qualified 
     institution buyers" in reliance upon Rule 144A under the U.S. Securities 
     Act of 1933 and outside the United States in reliance upon Regulation S 
     under the U.S. Securities Act of 1933.

     (11) Underwriting Company

     Merrill Lynch International

     (12) Guarantee

     MHFG will rally and unconditionally guarantee to the holders of the 
     preferred share units:

        * the distribution by the Trust to the holders of the Preferred Share 
          Units, when, as and if payable by the Trust under the terms of the 
          trust deed, of all funds received by the Trust as dividends on the 
          Fourteenth Series Class XI Preferred Shares;

        * in the event of the liquidation of the Trust (which will be prohibited 
          while the Preferred Share Units remain outstanding except in 
          connection with the liquidation of MHFG) the payment to each of the 
          holders of the preferred share units of an amount equal to the lesser 
          of (i) the stated amount (being Y1,000,000 per unit) of the Preferred 
          Share Units and (ii) such holder's pro rata portion of the amount of 
          the Trust's assets remaining after satisfaction by the Trust of all 
          other claims against the Trust which, as a matter of law or under the 
          trust deed, are prior to the rights of the holders of the preferred 
          share units; and

        * following optional or mandatory conversion of the Fourteenth Series 
          Class XI Preferred Shares into common shares of MHFG, the distribution 
          of such common shares by the Trustee to the holders of the Preferred 
          Share Units.


This document entitled "Issuance of Mizuho Financial Group Inc. Fourteenth 
Series Class XI Preferred Shares" is prepared for the purpose of announcing 
certain information relating to the issuance by MHHD's subsidiary of preferred 
shares and not for the purpose of soliciting an investment or any analogous act, 
in or outside of Japan. The securities mentioned above 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
MHFG or the sellers that will contain detailed information about MHFG 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.


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