AMENDED AND RESTATED DEPOSIT AGREEMENT



 





Exhibit 4.01














BRASKEM S.A.




AND




THE BANK OF NEW YORK




As Depositary




AND




OWNERS AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTS




Amended and Restated Deposit Agreement




Dated as of September 17, 2003
















 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	ARTICLE 1.DEFINITIONS.	 	 	3	 
	SECTION 1.1	 	AMERICAN DEPOSITARY SHARES.
	 	 	3	 
	SECTION 1.2	 	ARTICLE; SECTION.
	 	 	3	 
	SECTION 1.3	 	BRAZIL.
	 	 	4	 
	SECTION 1.4	 	CENTRAL BANK.
	 	 	4	 
	SECTION 1.5	 	COMMISSION.
	 	 	4	 
	SECTION 1.6	 	CONSULTATION.
	 	 	4	 
	SECTION 1.7	 	CUSTODIAN.
	 	 	4	 
	SECTION 1.8	 	CVM.
	 	 	5	 
	SECTION 1.9	 	DEPOSIT AGREEMENT.
	 	 	5	 
	SECTION 1.10	 	DEPOSITARY; CORPORATE TRUST OFFICE.
	 	 	5	 
	SECTION 1.11	 	DEPOSITED SECURITIES.
	 	 	5	 
	SECTION 1.12	 	DOLLARS.
	 	 	5	 
	SECTION 1.13	 	ESTATUTO SOCIAL.
	 	 	5	 
	SECTION 1.14	 	EXCHANGE ACT.
	 	 	6	 
	SECTION 1.15	 	FOREIGN CURRENCY.
	 	 	6	 
	SECTION 1.16	 	FOREIGN REGISTRAR.
	 	 	6	 
	SECTION 1.17	 	ISSUER.
	 	 	6	 
	SECTION 1.18	 	OWNER.
	 	 	6	 
	SECTION 1.19	 	RECEIPTS.
	 	 	6	 
	SECTION 1.20	 	REGISTRAR.
	 	 	6	 
	SECTION 1.21	 	RESTRICTED SECURITIES.
	 	 	7	 
	SECTION 1.22	 	SECURITIES ACT.
	 	 	7	 
	SECTION 1.23	 	SHARES.
	 	 	7	 
	SECTION 1.24	 	UNITED STATES OR U.S.
	 	 	8	 
	ARTICLE 2. FORM OF RECEIPTS, DEPOSIT OF SHARES, EXECUTION AND DELIVERY,
TRANSFER AND SURRENDER OF RECEIPTS.	 	 	8	 
	SECTION 2.1	 	FORM AND TRANSFERABILITY OF RECEIPTS.
	 	 	8	 
	SECTION 2.2	 	DEPOSIT OF SHARES.
	 	 	9	 
	SECTION 2.3	 	EXECUTION AND DELIVERY OF RECEIPTS.
	 	 	11	 
	SECTION 2.4	 	TRANSFER OF RECEIPTS; COMBINATION AND SPLIT-UP OF RECEIPTS.
	 	 	11	 
	SECTION 2.5	 	SURRENDER OF RECEIPTS AND WITHDRAWAL OF SHARES.
	 	 	12	 
	SECTION 2.6	 	LIMITATIONS ON EXECUTION AND DELIVERY, TRANSFER AND SURRENDER
OF RECEIPTS.
	 	 	14	 
	SECTION 2.7	 	LOST RECEIPTS, ETC.
	 	 	15	 
	SECTION 2.8	 	CANCELLATION AND DESTRUCTION OF SURRENDERED RECEIPTS.
	 	 	16	 
	SECTION 2.9	 	PRE-RELEASE OF RECEIPTS.
	 	 	16	 
	SECTION 2.10	 	MAINTENANCE OF RECORDS.
	 	 	17	 
	ARTICLE 3. CERTAIN OBLIGATIONS OF OWNERS AND HOLDERS OF RECEIPTS.	 	 	18	 
	SECTION 3.1	 	FILING PROOFS, CERTIFICATES AND OTHER INFORMATION.
	 	 	18	 
	SECTION 3.2	 	LIABILITY OF OWNER FOR TAXES.
	 	 	18	 
	SECTION 3.3	 	WARRANTIES ON DEPOSIT OF SHARES.
	 	 	19	 
	SECTION 3.4	 	DISCLOSURE OF INTERESTS.
	 	 	19	 
	SECTION 3.5	 	DELIVERY OF INFORMATION TO THE CVM.
	 	 	20	 







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	ARTICLE 4. THE DEPOSITED SECURITIES.	 	 	20	 
	SECTION 4.1	 	CASH DISTRIBUTIONS.
	 	 	20	 
	SECTION 4.2	 	DISTRIBUTIONS OTHER THAN CASH, SHARES OR RIGHTS.
	 	 	21	 
	SECTION 4.3	 	DISTRIBUTIONS IN SHARES.
	 	 	22	 
	SECTION 4.4	 	RIGHTS.
	 	 	23	 
	SECTION 4.5	 	CONVERSION OF FOREIGN CURRENCY.
	 	 	25	 
	SECTION 4.6	 	FIXING OF RECORD DATE.
	 	 	27	 
	SECTION 4.7	 	VOTING OF DEPOSITED SECURITIES.
	 	 	27	 
	SECTION 4.8	 	CHANGES AFFECTING DEPOSITED SECURITIES.
	 	 	29	 
	SECTION 4.9	 	REPORTS.
	 	 	29	 
	SECTION 4.10	 	LISTS OF OWNERS.
	 	 	30	 
	SECTION 4.11	 	WITHHOLDING.
	 	 	30	 
	SECTION 4.12	 	ADDITIONAL INFORMATION.
	 	 	31	 
	ARTICLE 5. THE DEPOSITARY, THE CUSTODIAN AND THE ISSUER.	 	 	31	 
	SECTION 5.1	 	MAINTENANCE OF OFFICE AND TRANSFER BOOKS BY THE DEPOSITARY.
	 	 	31	 
	SECTION 5.2	 	PREVENTION OR DELAY IN PERFORMANCE BY THE DEPOSITARY OR THE ISSUER.
	 	 	32	 
	SECTION 5.3	 	OBLIGATIONS OF THE DEPOSITARY, THE CUSTODIAN AND THE ISSUER.
	 	 	33	 
	SECTION 5.4	 	RESIGNATION AND REMOVAL OF THE DEPOSITARY.
	 	 	35	 
	SECTION 5.5	 	THE CUSTODIAN.
	 	 	36	 
	SECTION 5.6	 	NOTICES AND REPORTS.
	 	 	37	 
	SECTION 5.7	 	DISTRIBUTION OF ADDITIONAL SHARES, RIGHTS, ETC.
	 	 	38	 
	SECTION 5.8	 	INDEMNIFICATION.
	 	 	38	 
	SECTION 5.9	 	CHARGES OF DEPOSITARY.
	 	 	41	 
	SECTION 5.10	 	RETENTION OF DEPOSITARY DOCUMENTS.
	 	 	43	 
	SECTION 5.11	 	EXCLUSIVITY.
	 	 	43	 
	SECTION 5.12	 	LIST OF RESTRICTED SECURITIES OWNERS.
	 	 	43	 
	ARTICLE 6. AMENDMENT AND TERMINATION.	 	 	44	 
	SECTION 6.1	 	AMENDMENT.
	 	 	44	 
	SECTION 6.2	 	TERMINATION.
	 	 	44	 
	ARTICLE 7. MISCELLANEOUS.	 	 	46	 
	SECTION 7.1	 	COUNTERPARTS.
	 	 	46	 
	SECTION 7.2	 	NO THIRD PARTY BENEFICIARIES.
	 	 	46	 
	SECTION 7.3	 	SEVERABILITY.
	 	 	46	 
	SECTION 7.4	 	HOLDERS AND OWNERS AS PARTIES; BINDING EFFECT.
	 	 	47	 
	SECTION 7.5	 	NOTICES.
	 	 	47	 
	SECTION 7.6	 	GOVERNING LAW.
	 	 	48	 
	SECTION 7.7	 	COMPLIANCE WITH U.S. SECURITIES LAWS.
	 	 	48	 
	SECTION 7.8	 	SUBMISSION TO JURISDICTION; APPOINTMENT OF AGENT FOR
SERVICE OF PROCESS.
	 	 	48	 







ii









 





AMENDED AND RESTATED DEPOSIT AGREEMENT




     AMENDED AND RESTATED DEPOSIT AGREEMENT dated as of September 17, 2003
among Braskem S.A., incorporated under the laws of the Federative Republic of
Brazil (herein called the Issuer), THE BANK OF NEW YORK, a New York banking
corporation (herein called the Depositary), and all Owners (as hereinafter
defined) and holders from time to time of American Depositary Receipts issued
hereunder.



WITNESSETH:




          WHEREAS, the Issuer and Citibank N.A. entered into a deposit agreement
dated as of November 24, 1998 (the “Old Deposit Agreement”); and



          WHEREAS, the Issuer has removed Citibank N.A. as depositary under the Old
Deposit Agreement pursuant to Section 5.4 and Article (21) of the form of
Receipt annexed thereto, and has appointed the Depositary as successor
depositary under the Old Deposit Agreement and the Depositary has delivered an
instrument in writing to Citibank N.A. and the Issuer accepting that
appointment; and



          WHEREAS, the Issuer and the Depositary now wish to amend and restate the
Old Deposit Agreement pursuant to Section 6.1 and Article (22) of the form of
Receipt annexed to the Old Deposit Agreement in the form of this amended and
restated Deposit Agreement; and



          WHEREAS, the Issuer desires to provide, as hereinafter set forth in this
Deposit Agreement, for the deposit of Shares (as hereinafter defined) of the
Issuer from time to time with the Depositary or with the Custodian (as
hereinafter defined) as agent of the Depositary for the purposes set forth in
this Deposit Agreement, for the creation of



2









 




American Depositary Shares
representing the Shares so deposited and for the execution and delivery of
American Depositary Receipts evidencing the American Depositary Shares; and




          WHEREAS, the American Depositary Receipts are to be substantially in the
form of Exhibit A annexed hereto, with appropriate insertions, modifications
and omissions, as hereinafter provided in this Deposit Agreement;



          NOW, THEREFORE, in consideration of the premises, it is agreed by and
between the parties hereto as follows:



ARTICLE 1. DEFINITIONS.



          The following definitions shall for all purposes, unless otherwise clearly
indicated, apply to the respective terms used in this Deposit Agreement:



     SECTION 1.1 American Depositary Shares.



          The term “American Depositary Shares” shall mean the securities
representing the interests in the Deposited Securities and evidenced by the
Receipts issued hereunder. Each American Depositary Share shall represent the
number of Shares specified in Exhibit A annexed hereto, until there shall occur
a distribution upon Deposited Securities covered by Section 4.3 or a change in
Deposited Securities covered by Section 4.8 with respect to which additional
Receipts are not executed and delivered, and thereafter American Depositary
Shares shall evidence the amount of Shares or Deposited Securities specified in
such Sections.



     SECTION 1.2 Article; Section.



          Wherever references are made in this Deposit Agreement to an “Article” or
“Articles” or to a “Section” or “Sections”, such references shall mean an
article or



3









 




articles or a section or sections of this Deposit Agreement, unless
otherwise required by the context.




     SECTION 1.3 Brazil.



          The term “Brazil” shall mean the Federative Republic of Brazil.



     SECTION 1.4 Central Bank.



          The term “Central Bank” shall mean the Banco Central do Brasil or any
successor governmental agency in Brazil.



     SECTION 1.5 Commission.



          The term “Commission” shall mean the Securities and Exchange Commission of
the United States or any successor governmental agency in the United States.



     SECTION 1.6 Consultation.



          The term “Consultation” shall mean the good faith attempt by the
Depositary to discuss the relevant issue in a timely manner with a person
reasonably believed by the Depositary to be empowered by the Issuer to engage
in such discussion on behalf of the Issuer.



     SECTION 1.7 Custodian.



          The term “Custodian” shall mean the principal São Paulo, Brazil office of
Banco Itaú S.A., as agent of the Depositary for the purposes of this Deposit
Agreement, and any other firm or corporation which may hereafter be appointed
by the Depositary
pursuant to the terms of Section 5.5, as substitute custodian hereunder,
as the context shall require.



4









 





     SECTION 1.8 CVM.



          The term “CVM” shall mean the Comissão de Valores Mobiliários, the
Brazilian National Securities Commission, or any successor governmental agency
in Brazil.



     SECTION 1.9 Deposit Agreement.



          The term “Deposit Agreement” shall mean this amended and restated Deposit
Agreement and all exhibits hereto, as the same may be amended from time to time
in accordance with the provisions hereof.



     SECTION 1.10 Depositary; Corporate Trust Office.



          The term “Depositary” shall mean The Bank of New York, a New York banking
corporation and any successor as depositary hereunder. The term “Corporate
Trust Office”, when used with respect to the Depositary, shall mean the office
of the Depositary which at the date of this Deposit Agreement is 101 Barclay
Street, New York, New York, 10286.



     SECTION 1.11 Deposited Securities.



          The term “Deposited Securities” as of any time shall mean Shares at such
time deposited or deemed to be deposited under this Deposit Agreement and any
and all other securities, property and cash received by the Depositary or the
Custodian in respect thereof and at such time held hereunder, subject as to
cash to the provisions of Section 4.5.



     SECTION 1.12 Dollars.



          The term “Dollars” shall mean United States dollars.



     SECTION 1.13 Estatuto Social.



          The term “Estatuto Social” shall mean the constitutive document of the
Issuer.



5









 





     SECTION 1.14 Exchange Act.



          The term “Exchange Act” shall mean the United States Securities Exchange
Act of 1934, as from time to time amended.



     SECTION 1.15 Foreign Currency.



          The term “Foreign Currency” shall mean any currency other than Dollars.



     SECTION 1.16 Foreign Registrar.



          The term “Foreign Registrar” shall mean the entity that presently carries
out the duties of registrar for the Shares or any successor as registrar for
the Shares and any other appointed agent of the Issuer for the transfer and
registration of Shares.



     SECTION 1.17 Issuer.



          The term “Issuer” shall mean Braskem S.A., incorporated under the laws of
Brazil, and its successors.



     SECTION 1.18 Owner.



          The term “Owner” shall mean the person in whose name a Receipt is
registered on the books of the Depositary maintained for such purpose.



     SECTION 1.19 Receipts.



          The term “Receipts” shall mean the American Depositary Receipts issued
hereunder evidencing American Depositary Shares, as such Receipts may be
amended from time to time in accordance with the provisions hereof.



     SECTION 1.20 Registrar.



          The term “Registrar” shall mean any bank or trust company having an office
in the Borough of Manhattan, The City of New York, which shall be appointed to
register Receipts and transfers of Receipts as herein provided.



6









 





     SECTION 1.21 Restricted Securities.



          The term “Restricted Securities” shall mean Shares, or Receipts
representing such Shares, which are acquired directly or indirectly from the
Issuer or its affiliates (as defined in Rule 144 under the Securities Act) in a
transaction or chain of transactions not involving any public offering or which
are subject to resale limitations under Regulation D under the Securities Act,
or which are held by an officer, director (or persons performing similar
functions) or other affiliate of the Issuer, or which would require
registration under the Securities Act in connection with the offer and sale
thereof in the United States, or which are subject to other restrictions on
sale or deposit under the laws of the United States or Brazil, the Estatuto
Social, or under a shareholders agreement of the Issuer.



     SECTION 1.22 Securities Act.



          The term “Securities Act” shall mean the United States Securities Act of
1933, as amended from time to time.



     SECTION 1.23 Shares.



          The term “Shares” shall mean preferred class “A” shares (ações
preferenciaes classe “A”) in registered form of the Issuer, heretofore validly
issued and outstanding and fully paid, nonassessable and free of any
pre-emptive rights of the holders of outstanding Shares and free and clear of
any lien, encumbrance, security interest, charge or adverse claim or hereafter
validly issued and outstanding and fully paid, nonassessable and free of any
pre-emptive rights of the holders of outstanding
Shares and free and clear of any lien, encumbrance, security interest,
charge or adverse claim or interim certificates representing such Shares;
provided, however, that, if there shall occur any change in nominal value, a
split-up or consolidation or any other reclassification or, upon the occurrence
of an event described in Section 4.8, an exchange or conversion in respect of
the Shares of the Issuer, the term “Shares” shall thereafter also



7









 




mean the
successor securities resulting from such change in nominal value, split-up or
consolidation or such other reclassification or such exchange or conversion




     SECTION 1.24 United States or U.S.



          The terms “United States” or “U.S.” shall, except as otherwise provided in
this Deposit Agreement or the Receipt, mean the United States of America, its
territories and possessions, any State of the United States, and the District
of Columbia.



ARTICLE 2.FORM OF RECEIPTS, DEPOSIT OF SHARES, EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS.



     SECTION 2.1 Form and Transferability of Receipts.



          Definitive Receipts shall be substantially in the form set forth in
Exhibit A annexed to this Deposit Agreement, with appropriate insertions,
modifications and omissions, as hereinafter provided. No Receipt shall be
entitled to any benefits under this Deposit Agreement or be valid or obligatory
for any purpose, unless such Receipt shall have been executed by the Depositary
by the manual or facsimile signature of a duly authorized signatory of the
Depositary and, if a Registrar for the Receipts shall have been appointed,
countersigned by the manual or facsimile signature of a duly authorized officer
of the Registrar. The Depositary shall maintain or cause to be maintained
books on which each Receipt so executed and delivered as hereinafter provided
and the transfer of each such Receipt shall be registered. Receipts bearing
the manual or facsimile signature of a duly authorized signatory of the
Depositary who was at any time a proper signatory of the Depositary shall bind
the Depositary, notwithstanding that such signatory has
ceased to hold such office prior to the execution and delivery of such
Receipts by the Registrar or did not hold such office on the date of issuance
of such Receipts.



          The Receipts may be endorsed with or have incorporated in the text thereof
such legends or recitals or modifications not inconsistent with the
provisions of



8









 




this Deposit Agreement as may be required by the Depositary or required to
comply with any applicable law or regulations thereunder or with the rules and
regulations of any securities exchange upon which the American Depositary
Shares may be listed or to conform with any usage with respect thereto, or to
indicate any special limitations or restrictions to which any particular
Receipts are subject by reason of the date of issuance of the underlying
Deposited Securities or otherwise.




     Title to a Receipt (and to the American Depositary Shares evidenced
thereby), when properly endorsed or accompanied by proper instruments of
transfer, shall be transferable by delivery with the same effect as in the case
of a negotiable instrument; provided, however, that the Depositary,
notwithstanding any notice to the contrary, may treat the Owner thereof as the
absolute owner thereof for the purpose of determining the person entitled to
distribution of dividends or other distributions or to any notice provided for
in this Deposit Agreement and for all other purposes. Neither the Depositary
nor the Issuer will have any obligation or be subject to any liability under
this Deposit Agreement to any holder of a Receipt unless such holder is the
Owner thereof.



     SECTION 2.2 Deposit of Shares.



          Subject to the terms and conditions of this Deposit Agreement, Shares or
evidence of rights to receive Shares may be deposited by delivery thereof to
the Custodian hereunder, accompanied by any appropriate instrument or
instruments of transfer, or endorsement, in form satisfactory to the Custodian,
together with all such certifications as may be required by the Depositary or
the Custodian in accordance with the provisions of
this Deposit Agreement, and, if the Depositary requires, together with a
written order directing the Depositary to execute and deliver to, or upon the
written order of, the person or persons stated in such order, a Receipt or
Receipts for the number of American Depositary Shares representing such
deposit. No Share shall be accepted for deposit unless accompanied by evidence
reasonably satisfactory to the Depositary that any



9









 




necessary approval has been
granted by the Central Bank or any governmental body in Brazil which is then
performing the function of the regulation of currency exchange. If required by
the Depositary, Shares presented for deposit at any time, whether or not the
transfer books of the Issuer or the Foreign Registrar, if applicable, are
closed, shall also be accompanied by an agreement or assignment, or other
instrument satisfactory to the Depositary, which will provide for the prompt
transfer to the Custodian of any dividend, or right to subscribe for additional
Shares or to receive other property which any person in whose name the Shares
are or have been recorded may thereafter receive upon or in respect of such
deposited Shares, or in lieu thereof, such agreement of indemnity or other
agreement as shall be satisfactory to the Depositary.




          At the request and risk and expense of any person proposing to deposit
Shares, and for the account of such person, the Depositary may receive
certificates for Shares to be deposited, together with the other instruments
herein specified, for the purpose of forwarding such Share certificates to the
Custodian for deposit hereunder.



          Upon each delivery to the Custodian of a certificate or certificates for
Shares to be deposited hereunder, together with the other documents above
specified, the Custodian shall, as soon as transfer and recordation can be
accomplished, present such certificate or certificates to the Issuer or the
Foreign Registrar, if applicable, for transfer and recordation of the Shares
being deposited in the name of the Depositary or its nominee or the Custodian
or its nominee.



          Deposited Securities shall be held by the Depositary or by the Custodian
for the account and to the order of the Depositary or at such other place or
places as the Depositary shall determine.



10









 





     SECTION 2.3 Execution and Delivery of Receipts.



          Upon receipt by the Custodian of any deposit pursuant to Section 2.2
hereunder (and in addition, if the transfer books of the Issuer or the Foreign
Registrar, if applicable, are open, the Depositary may in its sole discretion
require a proper acknowledgment or other evidence from the Issuer that any
Deposited Securities have been recorded upon the books of the Issuer or the
Foreign Registrar, if applicable, in the name of the Depositary or its nominee
or the Custodian or its nominee), together with the other documents required
as above specified, the Custodian shall notify the Depositary of such deposit
and the person or persons to whom or upon whose written order a Receipt or
Receipts are deliverable in respect thereof and the number of American
Depositary Shares to be evidenced thereby. Such notification shall be made by
letter or, at the request, risk and expense of the person making the deposit,
by cable, telex or facsimile transmission. Upon receiving such notice from the
Custodian, or upon the receipt of Shares by the Depositary, the Depositary,
subject to the terms and conditions of this Deposit Agreement, shall execute
and deliver at its Corporate Trust Office, to or upon the order of the person
or persons entitled thereto, a Receipt or Receipts, registered in the name or
names and evidencing any authorized number of American Depositary Shares
requested by such person or persons, but only upon payment to the Depositary of
the fees and expenses of the Depositary for the execution and delivery of such
Receipt or Receipts as provided in Section 5.9, and of all taxes and
governmental charges and fees payable in connection with such deposit and the
transfer of the Deposited Securities.



     SECTION 2.4 Transfer of Receipts; Combination and Split-up of Receipts.



          The Depositary, subject to the terms and conditions of this Deposit
Agreement, shall register transfers of Receipts on its transfer books from time
to time, upon any surrender of a Receipt, by the Owner in person or by a duly
authorized attorney, properly endorsed or accompanied by proper instruments of
transfer, and duly stamped as



11









 




may be required by the laws of the State of New
York and of the United States. Thereupon the Depositary shall execute a new
Receipt or Receipts and deliver the same to or upon the order of the person
entitled thereto.




          The Depositary, subject to the terms and conditions of this Deposit
Agreement, shall upon surrender of a Receipt or Receipts for the purpose of
effecting a split-up or combination of such Receipt or Receipts, execute and
deliver a new Receipt or Receipts for any authorized number of American
Depositary Shares requested, evidencing the same aggregate number of American
Depositary Shares as the Receipt or Receipts surrendered.



          The Depositary may appoint, with the approval of the Issuer (such approval
not to be unreasonably withheld), one or more co-transfer agents for the
purpose of effecting transfers, combinations and split-ups of Receipts at
designated transfer offices on behalf of the Depositary. In carrying out its
functions, a co-transfer agent may require evidence of authority and compliance
with applicable laws and other requirements by Owners or persons entitled to
Receipts and will be entitled to protection and indemnity to the same extent as
the Depositary. Each co-transfer agent appointed under this Section 2.4 (other
than the Depositary) shall give notice in writing to the Issuer accepting such
appointment and agreeing to abide by the applicable terms of this Deposit
Agreement.



     SECTION 2.5 Surrender of Receipts and Withdrawal of Shares.



          Upon surrender at the Corporate Trust Office of the Depositary of a
Receipt for the purpose of withdrawal of the Deposited Securities represented
by the American Depositary Shares evidenced by such Receipt, and upon payment
of the fee of the Depositary for the surrender of Receipts as provided in
Section 5.9 and payment of all taxes and governmental charges payable in
connection with such surrender and withdrawal of the Deposited Securities, and
subject to the terms and conditions of this



12









 




Deposit Agreement, the Owner of
such Receipt shall be entitled to delivery, to him or upon his order, of the
amount of Deposited Securities at the time represented by the American
Depositary Shares evidenced by such Receipt. Delivery of such Deposited
Securities may be made by the delivery of (a) Shares in the name of such Owner
or as ordered by him or by certificates properly endorsed or accompanied by
proper instruments of transfer to such Owner or as ordered by him and (b) any
other securities, property and cash to which such Owner is then entitled in
respect of such Receipts to such Owner or as ordered by him. Such delivery
shall be made, as hereinafter provided, without unreasonable delay.




          A Receipt surrendered for such purposes may be required by the Depositary
to be properly endorsed in blank or accompanied by proper instruments of
transfer in blank, and if the Depositary so requires, the Owner thereof shall
execute and deliver to the Depositary a written order directing the Depositary
to cause the Deposited Securities being withdrawn to be delivered to or upon
the written order of a person or persons designated in such order. Thereupon
the Depositary shall direct the Custodian to deliver at the principal São
Paulo, Brazil office of the Custodian, subject to Sections 2.6, 3.1 and 3.2 and
to the other terms and conditions of this Deposit Agreement, to or upon the
written order of the person or persons designated in the order delivered to the
Depositary as above provided, the amount of Deposited Securities represented by
the American Depositary Shares evidenced by such Receipt, except that the
Depositary may make delivery to such person or persons at the Corporate Trust
Office of the Depositary of any dividends or distributions with respect to the
Deposited Securities represented by the American Depositary Shares evidenced by
such Receipt, or of any proceeds of sale of any dividends, distributions or
rights, which may at the time be held by the Depositary.



          At the request, risk and expense of any Owner so surrendering a Receipt,
and for the account of such Owner, the Depositary shall direct the Custodian to
forward



13









 




any cash or other property (other than rights) comprising, and forward
a certificate or certificates, if applicable, and other proper documents of
title for, the Deposited Securities represented by the American Depositary
Shares evidenced by such Receipt to the Depositary for delivery at the
Corporate Trust Office of the Depositary. Such direction shall be given by
letter or, at the request, risk and expense of such Owner, by cable, telex or
facsimile transmission.




     SECTION 2.6 Limitations on Execution and Delivery, Transfer and Surrender
of Receipts.



          As a condition precedent to the execution and delivery, registration of
transfer, split-up, combination or surrender of any Receipt or withdrawal of
any Deposited Securities, the Depositary, Custodian or Registrar may require
payment from the depositor of Shares or the presenter of the Receipt of a sum
sufficient to reimburse it for any tax or other governmental charge and any
stock transfer or registration fee with respect thereto (including any such tax
or charge and fee with respect to Shares being deposited or withdrawn) and
payment of any applicable fees as herein provided, may require the production
of proof satisfactory to it as to the identity and genuineness of any signature
and may also require compliance with such reasonable regulations the Depositary
may establish consistent with the provisions of this Deposit Agreement,
including, without limitation, this Section 2.6.



          The delivery of Receipts against deposits of Shares generally or against
deposits of particular Shares may be suspended, or the deposit of Shares may be
refused, or the transfer of Receipts in particular instances may be refused, or
the registration of transfer, split-up or combination of outstanding Receipts
generally may be suspended, during any period when the transfer books of the
Depositary are closed, or if any such action is deemed necessary or advisable
by the Depositary or the Issuer at any time or from time to time because of any
requirement of law or of any government or



14









 




governmental body or commission, or
under any provision of this Deposit Agreement, or for any other reason, subject
to the provisions of Section 7.7 hereof. Notwithstanding any other provision
of this Deposit Agreement or the Receipts, the surrender of outstanding
Receipts and withdrawal of Deposited Securities may not be suspended subject
only to (i) temporary delays caused by closing the transfer books of the
Depositary or the Issuer or the deposit of Shares in connection with voting at
a shareholders’ meeting, or the payment of dividends, (ii) the payment of fees,
taxes and similar charges, (iii) compliance with any United States, Brazilian
or other foreign laws or governmental regulations relating to the Receipts or
to the withdrawal of the Deposited Securities, and (iv) other circumstances
specifically contemplated by Section I.A.(1) of the General Instructions to
Form F-6 (as such General Instructions may be amended from time to time).
Without limitation of the foregoing, the Depositary shall not knowingly accept
for deposit under this Deposit Agreement any Shares required to be registered
under the provisions of the Securities Act, unless a registration statement is
in effect as to such Shares.




     SECTION 2.7 Lost Receipts, etc.



          In case any Receipt shall be mutilated, destroyed, lost or stolen, the
Depositary shall execute and deliver a new Receipt of like tenor in exchange
and substitution for such mutilated Receipt upon cancellation thereof, or in
lieu of and in substitution for such destroyed, lost or stolen Receipt. Before
the Depositary shall
execute and deliver a new Receipt in substitution for a destroyed, lost or
stolen Receipt, the Owner thereof shall have (a) filed with the Depositary (i)
a request for such execution and delivery before the Depositary has notice that
the Receipt has been acquired by a bona fide purchaser and (ii) a sufficient
indemnity bond and (b) satisfied any other reasonable requirements imposed by
the Depositary.



15









 





     SECTION 2.8 Cancellation and Destruction of Surrendered Receipts.



          All Receipts surrendered to the Depositary shall be cancelled by the
Depositary. The Depositary is authorized to destroy Receipts so cancelled.



     SECTION 2.9 Pre-Release of Receipts.



          Unless requested in writing by the Issuer to cease doing so, the
Depositary may, notwithstanding Section 2.3 hereof, execute and deliver
Receipts prior to the receipt of Shares pursuant to Section 2.2
(“Pre-Release”). The Depositary may, pursuant to Section 2.5, deliver Shares
upon the receipt and cancellation of Receipts which have been Pre-Released,
whether or not such cancellation is prior to the termination of such
Pre-Release or the Depositary knows that such Receipt has been Pre-Released.
The Depositary may receive Receipts in lieu of Shares in satisfaction of a
Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written
representation and agreement from the person to whom Receipts are to be
delivered (the “Pre-Releasee”) that the Pre-Releasee, or its customer, (i) owns
the Shares or Receipts to be remitted, as the case may be, (ii) assigns all
beneficial rights, title and interest in such Shares or Receipts, as the case
may be, to the Depositary in its capacity as such and for the benefit of the
Owners, and (iii) will not take any action with respect to such Shares or
Receipts, as the case may be, that is inconsistent with the transfer of
beneficial ownership (including, without the consent of the Depositary,
disposing of such Shares or Receipts, as the case may be), other than in
satisfaction of such Pre-Release, (b) at all times fully collateralized with
cash, U.S. government securities or such other collateral as the
Depositary determines, in good faith, will provide substantially similar
liquidity and security, (c) terminable by the Depositary on not more than five
(5) business days notice, and (d) subject to such further indemnities and
credit regulations as the Depositary deems appropriate. The number of Shares
not deposited but represented by American Depositary Shares outstanding at any
time as a result of Pre-Releases will not normally



16









 




exceed thirty percent (30%)
of the Shares deposited hereunder; provided, however, that the Depositary
reserves the right to disregard such limit from time to time as it deems
reasonably appropriate, and may, with the prior written consent of the Issuer,
change such limit for purposes of general application. The Depositary will
also set Dollar limits with respect to Pre-Release transactions to be entered
into hereunder with any particular Pre-Releasee on a case-by-case basis as the
Depositary deems appropriate. For purposes of enabling the Depositary to
fulfill its obligations to the Owners under this Deposit Agreement, the
collateral referred to in clause (b) above shall be held by the Depositary as
security for the performance of the Pre-Releasee’s obligations to the
Depositary in connection with a Pre-Release transaction, including the
Pre-Releasee’s obligation to deliver Shares or Receipts upon termination of a
Pre-Release transaction (and shall not, for the avoidance of doubt, constitute
Deposited Securities hereunder).




          The Depositary may retain for its own account any compensation received by
it in connection with the foregoing.



     SECTION 2.10 Maintenance of Records.



          The Depositary agrees to maintain or cause it agents to maintain records
of all Receipts surrendered and Deposited Securities withdrawn under Section
2.5, substitute Receipts delivered under Section 2.7, and of cancelled or
destroyed Receipts under Section 2.8, in keeping with procedures ordinarily
followed by stock transfer agents located in The City of New York or as
required by the laws or regulations governing the Depositary.




17










 





ARTICLE 3.CERTAIN OBLIGATIONS OF OWNERS AND HOLDERS OF RECEIPTS.



     SECTION 3.1 Filing Proofs, Certificates and Other Information.



          Any person presenting Shares for deposit or any Owner or holder of a
Receipt may be required from time to time to file with the Depositary or the
Custodian such proof of citizenship or residence, exchange control approval, or
such information relating to the registration on the books of the Issuer or the
Foreign Registrar, if applicable, to execute such certificates and to make such
representations and warranties, as the Depositary may deem necessary or proper
or as the Issuer reasonably may require upon the written request to the
Depositary. The Depositary may withhold the delivery or registration of
transfer of any Receipt or the distribution of any dividend or sale or
distribution of rights or of the proceeds thereof or the delivery of any
Deposited Securities until such proof or other information is filed or such
certificates are executed or such representations and warranties made. If
requested in writing by the Issuer, the Depositary shall provide the Issuer, in
a timely manner, with copies of the proofs, certificates or information that it
receives pursuant to this Section 3.1, unless prohibited by applicable law.



     SECTION 3.2 Liability of Owner for Taxes.



          If any tax or other governmental charge shall become payable by the
Custodian or the Depositary with respect to any Receipt or any Deposited
Securities represented by any Receipt, such tax or other governmental charge
shall be payable by the Owner of such Receipt to the Depositary. The
Depositary may refuse to effect any transfer, split-up or combination of such
Receipt or any withdrawal of Deposited Securities represented by American
Depositary Shares evidenced by such Receipt until such payment is made, and may
withhold any dividends or other distributions made in respect of Deposited
Securities, or may sell for the account of the Owner thereof any part



18









 







or all of the Deposited Securities represented by the American Depositary
Shares evidenced by such Receipt, and may apply such dividends or other
distributions or the proceeds of any such sale in payment of such tax or other
governmental charge and the Owner of such Receipt shall remain liable for any
deficiency.



     SECTION 3.3 Warranties on Deposit of Shares.



          Every person depositing Shares under this Deposit Agreement shall be
deemed thereby to represent and warrant that such Shares and each certificate
therefor, if applicable, are validly issued, fully paid, nonassessable and free
of any pre-emptive rights of the holders of outstanding Shares and free and
clear of any lien, encumbrance, security interest, charge or adverse claim and
that the person making such deposit is duly authorized so to do. Every such
person shall also be deemed to represent that the deposit of such Shares and
the sale of Receipts evidencing American Depositary Shares representing such
Shares by that person are not restricted under the Securities Act. Such
representations and warranties shall survive the deposit of Shares and issuance
of Receipts.



     SECTION 3.4 Disclosure of Interests.



          Notwithstanding any other provision of this Deposit Agreement, each Owner
agrees to comply with requests from the Issuer pursuant to Brazilian law, the
rules and requirements of the CVM and the São Paulo Stock Exchange, and any
other stock exchange on which the Shares are, or will be, registered, traded or
listed or the Estatuto Social, which requests are made to provide information,
inter alia, as to the capacity in which such Owner owns American Depositary
Shares (and Shares as the case may be) and regarding the identity of any other
person interested in such American Depositary Shares and the nature of such
interest and various other matters, whether or not they are Owners at the time
of such requests. The Depositary agrees to use its reasonable efforts to
comply with the reasonable written instructions of the Issuer to forward such
requests



19









 







from the Issuer to the Owners and to forward to the Issuer any such
responses to such requests received by the Depositary. Except for the
forwarding of any such requests and responses as described in the previous
sentence, the Depositary shall not be liable for any action or inaction by it
in accordance with this Section 3.4.



     SECTION 3.5 Delivery of Information to the CVM.



          Each of the Depositary and the Issuer hereby confirms to the other that
for as long as this Deposit Agreement is in effect, it shall furnish the CVM
and the Central Bank, at any time and within the period that may be determined,
with any information and documents related to the American Depositary Receipt
program and the Receipts issued hereunder. In the event that the Depositary or
the Custodian shall be advised in writing by reputable independent Brazilian
counsel that the Depositary or Custodian reasonably could be subject to
criminal, or material, as reasonably determined by the Depositary, civil,
liabilities as a result of the Issuer having failed to provide such information
or documents reasonably available only through the Issuer, the Depositary shall
have the right to terminate this Deposit Agreement, upon at least 15 days’
prior notice to the Owners and the Issuer, and the Depositary shall not be
subject to any liability hereunder on account of such termination or such
determination. The effect of any such termination of this Deposit Agreement
shall be as provided in Section 6.2.



ARTICLE 4.THE DEPOSITED SECURITIES.



     SECTION 4.1 Cash Distributions.



          Whenever the Depositary shall receive any cash dividend or other cash
distribution on any Deposited Securities, the Depositary shall, subject to the
provisions of Section 4.5, convert such dividend or distribution into Dollars
and shall distribute, as promptly as practicable, the amount thus received (net
of the fees and expenses of the Depositary as provided in Section 5.9 hereof,
if applicable) to the Owners entitled thereto,



20









 







in proportion to the number of American Depositary Shares representing
such Deposited Securities held by them respectively; provided, however, that in
the event that the Issuer or the Depositary shall be required to withhold and
does withhold from such cash dividend or such other cash distribution an amount
on account of taxes, the amount distributed to the Owner of the Receipts
evidencing American Depositary Shares representing such Deposited Securities
shall be reduced accordingly. The Depositary shall distribute only such
amount, however, as can be distributed without attributing to any Owner a
fraction of one cent. Any such fractional amounts shall be rounded to the
nearest whole cent and so distributed to Owners entitled thereto. The Issuer
or its agent will remit to the appropriate governmental agency in Brazil all
amounts withheld and owing to such agency. The Depositary will forward to the
Issuer or its agent such information from its records as the Issuer may
reasonably request to enable the Issuer or its agent to file necessary reports
with governmental agencies, and the Depositary or the Issuer or its agent may
file any such reports necessary to obtain benefits under the applicable tax
treaties for the Owners of Receipts.



     SECTION 4.2 Distributions Other Than Cash, Shares or Rights.



          Subject to the provisions of Section 4.11 and Section 5.9, whenever the
Depositary shall receive any distribution other than a distribution described
in Sections 4.1, 4.3 or 4.4, the Depositary shall as promptly as practicable
cause the securities or property received by it to be distributed to the Owners
entitled thereto, after deduction or upon payment of any fees and expenses of
the Depositary or any taxes or other governmental charges, in proportion to the
number of American Depositary Shares representing such Deposited Securities
held by them respectively, in any manner that the Depositary may deem equitable
and practicable for accomplishing such distribution; provided, however, that if
in the opinion of the Depositary such distribution cannot be made
proportionately among the Owners entitled thereto, or if for any other reason



21









 







(including, but not limited to, any requirement that the Issuer or the
Depositary withhold an amount on account of taxes or other governmental charges
or that such securities must be registered under the Securities Act in order to
be distributed to Owners or holders) the Depositary deems such distribution not
to be feasible, the Depositary may, after Consultation with the Issuer, adopt
such method as it may deem equitable and practicable for the purpose of
effecting such distribution, including, but not limited to, the public or
private sale of the securities or property thus received, or any part thereof,
and the net proceeds of any such sale (net of the fees and expenses of the
Depositary as provided in Section 5.9) shall be distributed by the Depositary
to the Owners entitled thereto, all in the manner and subject to the conditions
described in Section 4.1. To the extent such securities or property or the net
proceeds thereof are not distributed to owners as provided in this Section 4.2,
the same shall constitute Deposited Securities and each American Depositary
Share shall thereafter also represent its proportionate interest in such
securities, property or net proceeds.



     SECTION 4.3 Distributions in Shares.



          If any distribution upon any Deposited Securities consists of a dividend
in, or free distribution of, Shares, the Depositary may, and shall if the
Issuer shall so request, distribute to the Owners of outstanding Receipts
entitled thereto, in proportion to the number of American Depositary Shares
representing such Deposited Securities held by them respectively, additional
Receipts evidencing an aggregate number of American Depositary Shares
representing the amount of Shares received as such dividend or free
distribution, subject to the terms and conditions of this Deposit Agreement
with respect to the deposit of Shares and the issuance of American Depositary
Shares evidenced by Receipts, including the withholding of any tax or other
governmental charge as provided in Section 4.11 and the payment of fees of the
Depositary as provided in Section 5.9. In lieu of delivering Receipts for
fractional American Depositary Shares in any such case,



22









 







the Depositary shall sell the amount of Shares represented by the
aggregate of such fractions and distribute the net proceeds, all in the manner
and subject to the conditions described in Section 4.1. If additional Receipts
are not so distributed, each American Depositary Share shall thenceforth also
represent the additional Shares distributed upon the Deposited Securities
represented thereby.



     SECTION 4.4 Rights.



          In the event that the Issuer shall offer or cause to be offered to the
holders of any Deposited Securities any rights to subscribe for additional
Shares or any rights of any other nature, the Depositary, after Consultation
with the Issuer, shall have discretion as to the procedure to be followed in
making such rights available to any Owners or in disposing of such rights on
behalf of any Owners and making the net proceeds available to such Owners or,
if by the terms of such rights offering or for any other reason, the Depositary
may not either make such rights available to any Owners or dispose of such
rights and make the net proceeds available to such Owners, then the Depositary
shall allow the rights to lapse. If at the time of the offering of any rights
the Depositary determines in its discretion that it is lawful and feasible to
make such rights available to all Owners or to certain Owners but not to other
Owners, the Depositary may distribute to any Owner to whom it determines the
distribution to be lawful and feasible, in proportion to the number of American
Depositary Shares held by such Owner, warrants or other instruments therefor in
such form as it deems appropriate.



          In circumstances in which rights would otherwise not be distributed, if an
Owner requests the distribution of warrants or other instruments in order to
exercise the rights allocable to the American Depositary Shares of such Owner
hereunder, the Depositary will make such rights available to such Owner upon
written notice from the Issuer to the Depositary that (a) the Issuer has
elected in its sole discretion to permit such



23









 







rights to be exercised and (b) such Owner has executed such documents as
the Issuer has determined in its sole discretion are reasonably required under
applicable law.



          If the Depositary has distributed warrants or other instruments for rights
to all or certain Owners, then, upon (i) instruction from such Owner pursuant
to such warrants or other instruments to the Depositary to exercise such
rights, (ii) payment by such Owner to the Depositary for the account of such
Owner of an amount equal to the purchase price of the Shares to be received
upon the exercise of the rights, and (iii) payment of the fees and expenses of
the Depositary and any other charges as set forth in such warrants or other
instruments, the Depositary shall, on behalf of such Owner, exercise the rights
and purchase the Shares, and the Issuer shall cause the Shares so purchased to
be delivered to the Depositary on behalf of such Owner. As agent for such
Owner, the Depositary will cause the Shares so purchased to be deposited
pursuant to Section 2.2 of this Deposit Agreement, and shall, pursuant to
Section 2.3 of this Deposit Agreement, execute and deliver Receipts to such
Owner. In the case of a distribution pursuant to the second paragraph of this
section, such Receipts shall be legended in accordance with applicable U.S.
laws, and shall be subject to the appropriate restrictions on sale, deposit,
cancellation, and transfer under such laws.



          If the Depositary determines in its discretion that it is not lawful and
feasible to make such rights available to all or certain Owners, it may sell
the rights, warrants or other instruments in proportion to the number of
American Depositary Shares held by the Owners to whom it has determined it may
not lawfully or feasibly make such rights available, and allocate the net
proceeds of such sales (net of the fees and expenses of the Depositary as
provided in Section 5.9 and all taxes and governmental charges payable in
connection with such rights and subject to the terms and conditions of this
Deposit Agreement) for the account of such Owners otherwise entitled to such
rights, warrants or other instruments, upon an averaged or other practical
basis without regard to



24









 







any distinctions among such Owners because of exchange restrictions or the
date of delivery of any Receipt or otherwise.



          The Depositary will not offer rights to Owners unless both the rights and
the securities to which such rights relate are either exempt from registration
under the Securities Act with respect to a distribution to Owners or are
registered under the provisions of the Securities Act; provided, that nothing
in this Deposit Agreement shall create any obligation on the part of the Issuer
to file a registration statement with respect to any such rights or securities.
If an Owner of Receipts requests distribution of warrants or other
instruments, notwithstanding that there has been no such registration under the
Securities Act, the Depositary shall not effect such distribution unless it has
received an opinion from recognized counsel in the United States for the Issuer
upon which the Depositary may rely that such distribution to such Owner is
exempt from such registration.



     The Depositary shall not be responsible for any failure to determine that
it may be lawful or feasible to make such rights available to Owners in general
or any Owner in particular.



     SECTION 4.5 Conversion of Foreign Currency.



          Whenever the Depositary or the Custodian shall receive Foreign Currency,
by way of dividends or other distributions or the net proceeds from the sale of
securities, property or rights, and if at the time of the receipt thereof the
Foreign Currency so received can in the judgment of the Depositary be converted
on a reasonable basis into Dollars and the resulting Dollars transferred to the
United States, the Depositary shall convert or cause to be converted, as
promptly as practicable, by sale or in any other manner that it may determine
in accordance with applicable law, such Foreign Currency into Dollars, and such
Dollars shall be distributed to the Owners entitled thereto or, if the



25









 







Depositary shall have distributed any warrants or other instruments which
entitle the holders thereof to such Dollars, then to the holders of such
warrants and/or instruments, as applicable, upon surrender thereof for
cancellation. Such distribution may be made upon an averaged or other
practicable basis without regard to any distinctions among Owners on account of
exchange restrictions, the date of delivery of any Receipt or otherwise and
shall be net of any expenses of conversion into Dollars incurred by the
Depositary as provided in Section 5.9.



          If such conversion or distribution can be effected only with the approval
or license of any government or agency thereof, the Depositary shall file such
application for approval or license, if any, as it may deem desirable.



          If at any time the Depositary shall determine that in its judgment any
Foreign Currency received by the Depositary or the Custodian is not convertible
on a reasonable basis into Dollars transferable to the United States, or if any
approval or license of any government or agency thereof which is required for
such conversion is denied or in the reasonable opinion of the Depositary is not
obtainable, or if any such approval or license is not obtained within a
reasonable period as determined by the Depositary, the Depositary, subject to
applicable law, may distribute the Foreign Currency (or an appropriate document
evidencing the right to receive such Foreign Currency) received by the
Depositary to, or in its discretion may hold such Foreign Currency uninvested
and without liability for interest thereon for the respective accounts of, the
Owners entitled to receive the same.



          If any such conversion of Foreign Currency, in whole or in part, cannot be
effected for distribution to some of the Owners entitled thereto, the
Depositary may in its discretion make such conversion and distribution in
Dollars to the extent permissible to the Owners entitled thereto and may
distribute the balance of the Foreign Currency



26









 







received by the Depositary to, or hold such balance uninvested and without
liability for interest thereon for the respective accounts of, the Owners
entitled thereto.



     SECTION 4.6 Fixing of Record Date.



          Whenever any cash dividend or other cash distribution shall become payable
or any distribution other than cash shall be made, or whenever rights shall be
issued with respect to the Deposited Securities, or whenever for any reason the
Depositary causes a change in the number of Shares that are represented by each
American Depositary Share, or whenever the Depositary shall receive notice of
any meeting of holders of Shares or other Deposited Securities, the Depositary
shall fix a record date (a) for the determination of the Owners who shall be
(i) entitled to receive such dividend, distribution or rights or the net
proceeds of the sale thereof or (ii) entitled to give instructions for the
exercise of voting rights at any such meeting, or (b) on or after which each
American Depositary Share will represent the changed number of Shares. Subject
to the provisions of Sections 4.1 through 4.5 and to the other terms and
conditions of this Deposit Agreement, the Owners on such record date shall be
entitled, as the case may be, to receive the amount distributable by the
Depositary with respect to such dividend or other distribution or such rights
or the net proceeds of sale thereof in proportion to the number of American
Depositary Shares held by them respectively and to give voting instructions and
to act in respect of any other such matter.



     SECTION 4.7 Voting of Deposited Securities.



          As of the date of this Deposit Agreement, the Shares do not give the holders
thereof any voting rights, except in certain limited circumstances. If in the
future the terms of the Shares should be revised or amended to provide for
voting rights, or should such Shares otherwise obtain any voting rights, then,
upon receipt of notice of any meeting of holders of Shares or other Deposited
Securities from the Issuer, if requested in writing by the Issuer the
Depositary shall, as soon as practicable thereafter, mail to the Owners a
notice,



27









 







the form of which notice shall be in the sole discretion of the Depositary,
which shall contain (a) such information as is contained in such notice of
meeting, and (b) a statement that the Owners as of the close of business on a
specified record date will be entitled, subject to any applicable provision of
the laws of Brazil and of the Estatuto Social and the provisions of the
Deposited Securities, to instruct the Depositary as to the exercise of the
voting rights, if any, pertaining to the amount of Shares or other Deposited
Securities represented by their respective American Depositary Shares and (c) a
statement as to the manner in which such instructions may be given, including
an express indication that instructions may be given or deemed given in
accordance with the last sentence of this paragraph if no instruction is
received, to the Depositary to give a discretionary proxy to a person
designated by the Issuer. Upon the written request of an Owner on such record
date, received on or before the date established by the Depositary for such
purpose, (the “Instruction Date”) the Depositary shall endeavor, in so far as
practicable, to vote or cause to be voted the amount of Shares or other
Deposited Securities represented by the American Depositary Shares evidenced by
such Receipt in accordance with the instructions set forth in such request.
The Depositary shall not vote or attempt to exercise the right to vote that
attaches to the Shares or other Deposited Securities, other than in accordance
with such instructions. or deemed instructions. If no instructions are
received by the Depositary from any Owner with respect to any of the Deposited
Securities represented by the American Depositary Shares evidenced by such
Owner’s Receipts on or before the date established by the Depositary for such
purpose, the Depositary shall deem such Owner to have instructed the Depositary
to give a discretionary proxy to a person designated by the Issuer with respect
to such Deposited Securities and the Depositary shall give a discretionary
proxy to a person designated by the Issuer to vote such Deposited Securities,
provided, that no such instruction shall be given with respect to any matter as
to which the Issuer informs the Depositary (and the Issuer agrees to provide
such information as promptly as practicable in writing) that (x) the Issuer
does



28









 







not wish such proxy given, (y) substantial opposition exists or (z) such matter
materially and adversely affects the rights of holders of Shares.



          There can be no assurance that Owners generally or any Owner in particular
will receive the notice described in the preceding paragraph sufficiently prior
to the Instruction Date to ensure that the Depositary will vote the Shares or
Deposited Securities in accordance with the provisions set forth in the
preceding paragraph.



     SECTION 4.8 Changes Affecting Deposited Securities.



          In circumstances where the provisions of Section 4.3 do not apply, upon
any change in nominal value, change in par value, split-up, consolidation or
any other reclassification of Deposited Securities, or upon any
recapitalization, reorganization, merger or consolidation or sale of assets
affecting the Issuer or to which it is a party, any securities which shall be
received by the Depositary or the Custodian in exchange for or in conversion of
or in respect of Deposited Securities, shall be treated as new Deposited
Securities under this Deposit Agreement, and American Depositary Shares shall
thenceforth represent, in addition to the existing Deposited Securities, if
any, the new Deposited Securities so received in exchange or conversion, unless
additional Receipts are delivered pursuant to the following sentence. In any
such case the Depositary may, and shall if the Issuer shall so request, execute
and deliver additional Receipts as in the case of a dividend in Shares, or call
for the surrender of outstanding Receipts to be exchanged for new Receipts
specifically describing such new Deposited Securities.



     SECTION 4.9 Reports.



          The Depositary shall make available for inspection by Owners at its
Corporate Trust Office any reports and communications, including any proxy
soliciting material, received from the Issuer which are both (a) received by
the Depositary as the holder of the Deposited Securities and (b) made generally
available to the holders of such Deposited Securities by the Issuer. The
Depositary shall also, upon written request, send



29









 







to the Owners copies of such reports furnished by the Issuer pursuant to
Section 5.6. Any such reports and communications, including any such proxy
soliciting material, furnished to the Depositary by the Issuer shall be
furnished in English.



     SECTION 4.10 Lists of Owners.



          Promptly upon request by the Issuer, the Depositary shall, at the expense
of the Issuer, furnish to it a list, as of a recent date, of the names,
addresses and holdings of American Depositary Shares by all persons in whose
names Receipts are registered on the books of the Depositary.



     SECTION 4.11 Withholding.



          In the event that the Depositary determines that any distribution in
property (including Shares and rights to subscribe therefor) is subject to any
tax or other governmental charge which the Depositary is obligated to withhold,
the Depositary may by public or private sale dispose of all or a portion of
such property (including Shares and rights to subscribe therefor) in such
amounts and in such manner as the Depositary deems necessary and practicable to
pay any such taxes or charges and the Depositary shall distribute the net
proceeds of any such sale after deduction of such taxes or charges to the
Owners entitled thereto in proportion to the number of American Depositary
Shares held by them respectively. The Depositary will forward to the Issuer or
its agent such information from its records as the Issuer may reasonably
request to enable the Issuer or its agents to file necessary reports with
governmental authorities or agencies. The Depositary, the Custodian or the
Issuer and its agents may, but shall not be obligated to, file such reports as
are necessary to reduce or eliminate applicable taxes on dividends and on other
distributions in respect of Deposited Securities under applicable tax treaties
or laws for the Owners. Owners of American Depositary Shares may be required
from time to time, and in a timely manner, to file such proof of taxpayer
status, residence and beneficial ownership (as applicable), to execute such
certificates and to make such



30









 







representations and warranties, or to provide any other information or
documents, as the Depositary or the Custodian may deem necessary or proper to
fulfill the Depositary’s or the Custodian’s obligations under applicable law.
The Owners shall indemnify the Depositary, the Issuer, the Custodian and any of
their respective directors, employees, agents and affiliates against, and hold
each of them harmless from, any claims by any governmental authority with
respect to taxes, additions to tax, penalties or interest arising out of any
refund of taxes, reduced rate of withholding at source or other tax benefit
obtained.



     SECTION 4.12 Additional Information.



          The Issuer is subject to the periodic reporting requirements of the
Exchange Act and accordingly files certain information with the Commission.
These reports and documents can be inspected and copied at the public reference
facilities maintained by the Commission located at Judiciary Plaza, 450 Fifth
Street, N.W., Washington D.C. 20549.



ARTICLE 5.THE DEPOSITARY, THE CUSTODIAN AND THE ISSUER.



     SECTION 5.1 Maintenance of Office and Transfer Books by the Depositary.



          Until termination of this Deposit Agreement in accordance with its terms,
the Depositary shall maintain in the Borough of Manhattan, The City of New
York, facilities for the execution and delivery, registration, registration of
transfers and surrender of Receipts in accordance with the provisions of this
Deposit Agreement.



          The Depositary shall keep books at its Corporate Trust Office for the
registration of Receipts and transfers of Receipts which at all reasonable
times shall be open for inspection by the Owners, provided that such inspection
shall not be for the purpose of communicating with Owners in the interest of a
business or object other than the business of the Issuer or a matter related to
this Deposit Agreement or the Receipts.




31










 





          The Depositary may close the transfer books, at any time or from time to
time, when deemed expedient by it in connection with the performance of its
duties hereunder after Consultation with the Issuer if such closure is outside
the ordinary course of business.



          The Issuer shall have the right, upon reasonable request, to inspect the
transfer and registration records of the Depositary relating to the Receipts,
to make copies thereof and to request the Depositary and registrar in writing
to supply copies of such portions of such records at the Issuer’s expense as
the Issuer may reasonably request.



          If any Receipts or the American Depositary Shares evidenced thereby are
listed on one or more stock exchanges in the United States, the Depositary
shall act as Registrar or appoint a Registrar or one or more co-registrars for
registry of such Receipts in accordance with any requirements of such exchange
or exchanges. Such Registrar or co-registrars may be removed and a substitute
or substitutes appointed by the Depositary after Consultation with the Issuer.



     SECTION 5.2 Prevention or Delay in Performance by the Depositary or the
Issuer.



          Neither the Depositary nor the Issuer nor any of their respective
directors, officers, employees, agents or affiliates shall incur any liability
to any Owner or holder of any Receipt, if by reason of any provision of any
present or future law or regulation of the United States or any other country,
or of any governmental or regulatory authority or stock exchange, or by reason
of any provision, present or future, of the Estatuto Social, or by reason of
any provision of the Deposited Securities or any other securities issued or
distributed by the Issuer, or any offering or distribution thereof, or by
reason of any act of God or war or terrorism or other circumstances beyond its
control, the Depositary or the Issuer shall be prevented, delayed or forbidden
from, or be subject to any civil or criminal




32









 







penalty on account of, doing or performing any act or thing which by the
terms of this Deposit Agreement or the Deposited Securities it is provided
shall be done or performed; nor shall the Depositary or the Issuer or any of
their respective directors, officers, employees, agents or affiliates incur any
liability to any Owner or holder of any Receipt by reason of any
non-performance or delay, caused as aforesaid, in the performance of any act or
thing which by the terms of this Deposit Agreement it is provided shall or may
be done or performed, or by reason of any exercise of, or failure to exercise,
any discretion provided for in this Deposit Agreement. Where, by the terms of
a distribution pursuant to Sections 4.1, 4.2, or 4.3 of this Deposit Agreement,
or an offering or distribution pursuant to Section 4.4 of this Deposit
Agreement, or for any other reason, such distribution or offering may not be
made available to Owners, and the Depositary may not dispose of such
distribution or offering on behalf of such Owners and make the net proceeds
available to such Owners, then the Depositary shall not make such distribution
or offering, and shall allow any rights, if applicable, to lapse.




     SECTION 5.3 Obligations of the Depositary, the Custodian and the Issuer.



          The Issuer assumes no obligation nor shall it be subject to any liability
under this Deposit Agreement or any Receipt to Owners or holders of Receipts,
except that it agrees to perform its obligations specifically set forth in this
Deposit Agreement without negligence or bad faith.



          The Depositary assumes no obligation nor shall it be subject to any
liability under this Deposit Agreement or any Receipt to any Owner or holder of
any Receipt (including, without limitation, liability with respect to the
validity or worth of the Deposited Securities), except that it agrees to
perform its obligations specifically set forth in this Deposit Agreement
without negligence or bad faith.




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          Neither the Depositary nor the Issuer shall be under any obligation to
appear in, prosecute or defend any action, suit or other proceeding in respect
of any Deposited Securities or in respect of the Receipts, which in its opinion
may involve it in expense or liability, unless indemnity satisfactory to it
against all expense and liability shall be furnished as often as may be
required, and the Custodian shall not be under any obligation whatsoever with
respect to such proceedings, the responsibility of the Custodian being solely
to the Depositary.



          Neither the Depositary nor the Issuer shall be liable for any action or
inaction by it in reliance upon the advice of or information from legal
counsel, accountants, any person presenting Shares for deposit, any Owner or
any other person believed by it in good faith to be competent to give such
advice or information.



          The Depositary shall not be liable for any acts or omissions made by a
successor depositary whether in connection with a previous act or omission of
the Depositary or in connection with any matter arising wholly after the
removal or resignation of the Depositary, provided that in connection with the
issue out of which such potential liability arises the Depositary performed its
obligations without negligence or bad faith while it acted as Depositary.



          The Depositary shall not be responsible for any failure to carry out any
instructions to vote any of the Deposited Securities, or for the manner in
which any such vote is cast or the effect of any such vote, provided that any
such action or inaction is in good faith.



          The Depositary, its controlling persons and its agents, the Custodian and
the Issuer, its controlling persons and its agents may rely and shall be
protected in acting




34









 







upon any written notice, request or other document believed by it (or
them) to be genuine and to have been signed or presented by the proper party or
parties.




          No disclaimer of liability under the Securities Act is intended by any
provision of this Deposit Agreement.



     SECTION 5.4 Resignation and Removal of the Depositary.



          The Depositary may at any time resign as Depositary hereunder by written
notice of its election so to do delivered to the Issuer, such resignation to
take effect upon the appointment of a successor depositary and its acceptance
of such appointment as hereinafter provided.



          The Depositary may at any time be removed by the Issuer by 60 days prior
written notice of such removal, which shall become effective upon the later to
occur of (i) the 60th day after delivery of the notice to the Depositary or
(ii) the appointment of a successor depositary and its acceptance of such
appointment as hereinafter provided.



          In case at any time the Depositary acting hereunder shall resign or be
removed, the Issuer shall use its best efforts to appoint a successor
depositary, which shall be a bank or trust company having an office in the
Borough of Manhattan, The City of New York. Every successor depositary shall
execute and deliver to its predecessor and to the Issuer an instrument in
writing accepting its appointment hereunder, and thereupon such successor
depositary, without any further act or deed, shall become fully vested with all
the rights, powers, duties and obligations of its predecessor; but such
predecessor, nevertheless, upon payment of all sums due it and on the written
request of the Issuer shall execute and deliver an instrument transferring to
such successor all rights and powers of such predecessor hereunder, shall duly
assign, transfer and deliver all right, title and interest in the Deposited
Securities to such successor, and shall deliver to such




35









 







successor a list of the Owners of all outstanding Receipts. Any such
successor depositary shall promptly mail notice of its appointment to the
Owners.




          Any corporation into or with which the Depositary may be merged or
consolidated shall be the successor of the Depositary without the execution or
filing of any document or any further act.



     SECTION 5.5 The Custodian.



          The Depositary has appointed the principal office of Banco Itaú S.A. as
Custodian and agent of the Depositary for the purpose of this Deposit
Agreement. The Custodian or its successor shall be subject at all times and in
all respects to the directions of the Depositary and shall be responsible
solely to it. The Custodian may resign and be discharged from its duties
hereunder by written notice of such resignation delivered to the Depositary at
least 60 days prior to the date on which such resignation is to become
effective. If upon such resignation there shall be no Custodian acting
hereunder, the Depositary shall, promptly after receiving such notice, appoint
a substitute custodian, which shall thereafter be the Custodian hereunder. The
Depositary may discharge the Custodian any time upon notice to the Custodian
being discharged. Whenever the Depositary in its discretion determines that it
is in the best interest of the Owners to do so, it may appoint a substitute
custodian, which shall thereafter be the Custodian hereunder. Upon demand of
the Depositary, the Custodian shall deliver such of the Deposited Securities or
evidence of ownership and title of the Deposited Securities held by it as are
requested of it to the substitute custodian. The substitute custodian shall
deliver to the Depositary, forthwith upon its appointment, an acceptance of
such appointment satisfactory in form and substance to the Depositary. The
Depositary agrees with the Issuer that at no time shall there be more than one
Custodian acting in connection with this Deposit Agreement. The Depositary
agrees to promptly notify the Issuer of the appointment of a substitute
Custodian.




36









 








          Upon the appointment of any successor depositary hereunder, the Custodian
then acting hereunder shall forthwith become, without any further act or
writing, the agent hereunder of such successor depositary and the appointment
of such successor depositary shall in no way impair the authority of the
Custodian hereunder; but the successor depositary so appointed shall,
nevertheless, on the written request of the Custodian, execute and deliver to
the Custodian all such instruments as may be proper to give to the Custodian
full and complete power and authority as agent hereunder of such successor
depositary.



     SECTION 5.6 Notices and Reports.



          On or before the first date on which the Issuer gives notice, by
publication or otherwise, of any meeting of holders of Shares or other
Deposited Securities, or of any adjourned meeting of such holders, or of the
taking of any action in respect of any cash or other distributions or the
offering of any rights, the Issuer agrees to transmit to the Depositary and the
Custodian a copy of the notice thereof in the form given or to be given to
holders of Shares or other Deposited Securities.



          The Issuer will arrange for the translation into English and the prompt
transmittal by the Issuer to the Depositary and the Custodian of such notices
and any other reports and communications which are made generally available by
the Issuer to holders of its Shares. If requested in writing by the Issuer,
the Depositary will arrange for the mailing of copies of such notices, reports
and communications to all Owners. The Issuer will timely provide the
Depositary with the quantity of such notices, reports, and communications, as
requested by the Depositary from time to time, in order for the Depositary to
effect such mailings.



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     SECTION 5.7 Distribution of Additional Shares, Rights, etc.



          The Issuer agrees that in the event of any issuance or distribution of (1)
additional Shares, (2) rights to subscribe for Shares, (3) securities
convertible into Shares, or (4) rights to subscribe for such securities, (each
a “Distribution”) the Issuer will notify the Depositary of such Distribution
prior to making the Distribution and, if requested by the Depositary, will
furnish to the Depositary as soon as practicable a written opinion from
recognized U.S. counsel for the Issuer, stating whether or not the Distribution
requires a registration statement under the Securities Act to be in effect
prior to making such Distribution available to Owners entitled thereto. If in
the opinion of such counsel a registration statement is required, such counsel
shall furnish to the Depositary a written opinion as to whether or not there is
a registration statement in effect which will cover such Distribution.



          The Issuer agrees with the Depositary that neither the Issuer nor any
company controlled by, controlling or under common control with the Issuer will
at any time deposit any Shares, either originally issued or previously issued
and reacquired by the Issuer or any such affiliate, unless a registration
statement is in effect as to such Shares under the Securities Act.
Notwithstanding any other provision in this Deposit Agreement, nothing in this
Deposit Agreement shall be deemed to obligate the Issuer to file any
registration statement in respect of any proposed transaction.



     SECTION 5.8 Indemnification.



          The Issuer agrees to indemnify the Depositary, its directors, officers,
employees, agents and affiliates and the Custodian against, and hold each of
them harmless from, any liability or expense (including, but not limited to,
the reasonable fees and expenses of counsel) which may arise out of any
registration with the Commission of Receipts, American Depositary Shares or
Deposited Securities or the offer or sale thereof in the United States or out
of acts performed or omitted, in accordance with the




38









 







provisions of this Deposit Agreement and of the Receipts, as the same may
be amended, modified or supplemented from time to time, (i) by either the
Depositary or the Custodian or their respective directors, employees, agents
and affiliates, except for any liability or expense arising out of the
negligence or bad faith of the Depositary or the Custodian and except to the
extent that such liability or expense arises out of information relating to the
Depositary or the Custodian, as applicable, furnished in writing to the Issuer
by the Depositary expressly for use in any registration statement, proxy
statement, prospectus (or placement memorandum) or preliminary prospectus (or
preliminary placement memorandum) relating to the Shares, and not altered or
omissions from such information or (ii) by the Issuer or any of its directors,
employees, agents and affiliates.




          The indemnities contained in the preceding paragraph shall not extend to
any liability or expense which arises solely and exclusively out of a
Pre-Release (as defined in Section 2.9) of a Receipt or Receipts in accordance
with Section 2.9 and which would not otherwise have arisen had such Receipt or
Receipts not been the subject of a Pre-Release pursuant to Section 2.9;
provided, however, that the indemnities provided in the preceding paragraph
shall apply to any such liability or expense (i) to the extent that such
liability or expense would have arisen had a Receipt or Receipts not be the
subject of a Pre-Release, or (ii) which may arise out of any misstatement or
alleged misstatement or omission or alleged omission in any registration
statement, proxy statement, prospectus (or placement memorandum), or
preliminary prospectus (or preliminary placement memorandum) relating to the
offer or sale of American Depositary Shares, except to the extent any such
liability or expense arises out of (i) information relating to the Depositary
or any Custodian (other than the Issuer), as applicable, furnished in writing
and not materially changed or altered by the Issuer expressly for use in any of
the foregoing documents, or, (ii) if such information is provided, the failure
to state a material fact necessary to make the information provided not
misleading.




39









 








          The Depositary agrees to indemnify the Issuer, its directors, officers,
employees, agents and affiliates and hold them harmless from any liability or
expense (including, but not limited, to reasonable fees and expenses of
counsel) which may arise out of acts performed or omitted by the Depositary or
its Custodian or their respective directors, employees, agents and affiliates
due to the negligence or bad faith of either of them.



          If an action, proceeding (including, but not limited to, any governmental
investigation), claim or dispute (collectively, a “Proceeding”) in respect of
which indemnity may be sought by either party is brought or asserted against
the other party, the party seeking indemnification (the “Indemnitee”) shall
promptly (and in no event more than ten (10) days after receipt of notice of
such Proceeding) notify the party obligated to provide such indemnification
(the “Indemnitor”) of such Proceeding. The failure of the Indemnitee to so
notify the Indemnitor shall not impair the Indemnitee’s ability to seek
indemnification from the Indemnitor (but only for costs, expenses and
liabilities incurred after such notice) unless such failure adversely affects
the Indemnitor’s ability to adequately oppose or defend such Proceeding. Upon
receipt of such notice from the Indemnitee, the Indemnitor shall be entitled to
participate in such Proceeding and, to the extent that it shall so desire and
provided no conflict of interest exists as specified in subparagraph (b) below
or there are no other defenses available to Indemnitee as specified in
subparagraph (d) below, to assume the defense thereof with counsel reasonably
satisfactory to the Indemnitee (in which case all attorney’s fees and expenses
shall be borne by the Indemnitor and the Indemnitor shall in good faith defend
the Indemnitee). The Indemnitee shall have the right to employ separate
counsel in any such Proceeding and to participate in the defense thereof, but
the fees and expenses of such counsel shall be borne by the Indemnitee unless
(a) the Indemnitor agrees in writing to pay such fees and expenses, (b) the
Indemnitee shall have reasonably and in good faith concluded that




40









 







there is a conflict of interest between the Indemnitor and the Indemnitee
in the conduct of the defense of such action, (c) the Indemnitor fails, within
ten (10) days prior to the date the first response or appearance is required to
be made in such Proceeding, to assume the defense of such Proceeding with
counsel reasonably satisfactory to the Indemnitee or (d) there are legal
defenses available to Indemnitee that are different from or are in addition to
those available to the Indemnitor. No compromise or settlement of such
Proceeding may be effected by either party without the other party’s consent
unless (i) there is no finding or admission of any violation of law and no
effect on any other claims that may be made against such other party and (ii)
the sole relief provided is monetary damages that are paid in full by the party
seeking the settlement. Neither party shall have any liability with respect to
any compromise or settlement effected without its consent, which shall not be
unreasonably withheld. The Indemnitor shall have no obligation to indemnify
and hold harmless the Indemnitee from any loss, expense or liability incurred
by the Indemnitee as a result of a default judgment entered against the
Indemnitee unless such judgment was entered after the Indemnitor agreed, in
writing, to assume the defense of such Proceeding.




          The obligation set forth in this Section 5.8 shall survive the termination
of this Deposit Agreement and the succession or substitution of any Indemnitee.



     SECTION 5.9 Charges of Depositary.



          The Issuer agrees to pay the fees, reasonable expenses and out-of-pocket
charges of the Depositary and those of any Registrar only in accordance with
agreements in writing entered into between the Depositary and the Issuer from
time to time. The Depositary shall present its statement for such charges and
expenses to the Issuer once every three months. Except as set forth in clause
(8) below, the charges and expenses of the Custodian are for the sole account
of the Depositary.




41









 








          The following charges shall be incurred by any party depositing or
withdrawing Shares or by any party surrendering Receipts or to whom Receipts
are issued (including, without limitation, issuance pursuant to a stock
dividend or stock split declared by the Issuer or an exchange of stock
regarding the Receipts or Deposited Securities or a distribution of Receipts
pursuant to Section 4.3), or by Owners, as applicable: (1) taxes and other
governmental charges; (2) such registration fees as may from time to time be in
effect for the registration of transfers of Shares generally on the Share
register of the Issuer or Foreign Registrar (or any other appointed agent of
the Issuer for transfer and registration of the Shares) and applicable to
transfers of Shares to or from the name of the Depositary or its nominee or the
Custodian or its nominee on the making of deposits or withdrawals hereunder;
(3) such cable, telex and facsimile transmission expenses as are expressly
provided in this Deposit Agreement to be at the expense of the person
depositing or withdrawing Shares or Owners of American Depositary Shares; (4)
such expenses as are incurred by the Depositary in the conversion of Foreign
Currency pursuant to Section 4.5; (5) a fee of $5.00 or less per 100 American
Depositary Shares (or portion thereof) for the execution and delivery of
Receipts pursuant to Section 2.3, 4.3 or 4.4 and the surrender of Receipts
pursuant to Section 2.5 or 6.2; (6) a fee of $.02 or less per American
Depositary Share (or portion thereof) for any cash distribution made pursuant
to this Deposit Agreement, including, but not limited to Sections 4.1 through
4.4 hereof, to the extent permitted by the rules of any securities exchange on
which the American Depositary Shares may be listed for trading; (7) a fee for
the distribution of securities pursuant to Section 4.2, such fee being in an
amount equal to the fee for the execution and delivery of American Depositary
Shares referred to above which would have been charged as a result of the
deposit of such securities (for purposes of this clause 7 treating all such
securities as if they were Shares) but which securities are instead distributed
by the Depositary to Owners; and (8) any other charge payable by the
Depositary, any of the Depositary’s agents, including the Custodian, or the




42









 







agents of the Depositary’s agents in connection with the servicing of
Shares or other Deposited Securities (which charge shall be assessed against
Owners as of the date or dates set by the Depositary in accordance with Section
4.6 and shall be payable at the sole discretion of the Depositary by billing
such Owners for such charge or by deducting such charge from one or more cash
dividends or other cash distributions).




          The Depositary, subject to Section 2.9 hereof, may own and deal in any
class of securities of the Issuer and its affiliates and in Receipts.



     SECTION 5.10 Retention of Depositary Documents.



          The Depositary is authorized to destroy those documents, records, bills
and other data compiled during the term of this Deposit Agreement at the times
permitted by the laws or regulations governing the Depositary unless the Issuer
requests that such papers be retained for a longer period or turned over to the
Issuer or to a successor depositary.



     SECTION 5.11 Exclusivity.



          Subject to the rights of the Issuer under Section 5.4, the Issuer agrees
not to appoint any other depositary for issuance of American Depositary
Receipts so long as The Bank of New York is acting as Depositary hereunder.



     SECTION 5.12 List of Restricted Securities Owners.



          From time to time, the Issuer shall provide to the Depositary a list
setting forth, to the actual knowledge of the Issuer, those persons or entities
who beneficially own Restricted Securities and the Issuer shall update that
list on a regular basis. The Issuer agrees to advise in writing each of the
persons or entities so listed that such Restricted Securities are ineligible
for deposit hereunder. The Depositary may rely on




43









 







such a list or update but shall not be liable for any action or omission
made in reliance thereon.




ARTICLE 6. AMENDMENT AND TERMINATION.



     SECTION 6.1 Amendment.



          The form of the Receipts and any provisions of this Deposit Agreement may
at any time and from time to time be amended by written agreement between the
Issuer and the Depositary without the consent of Owners and holders in any
respect which they may deem necessary or desirable. Any amendment which shall
impose or increase any fees or charges (other than taxes and other governmental
charges, registration fees, cable, telex or facsimile transmission costs,
delivery costs or other such expenses), or which shall otherwise prejudice any
substantial existing right of Owners, shall, however, not become effective as
to outstanding Receipts until the expiration of 30 days after notice of such
amendment shall have been given to the Owners of outstanding Receipts. Every
Owner at the time any amendment so becomes effective shall be deemed, by
continuing to hold such Receipt, to consent and agree to such amendment and to
be bound by this Deposit Agreement as amended thereby. In no event shall any
amendment impair the right of the Owner of any Receipt to surrender such
Receipt and receive therefor the Deposited Securities represented thereby,
except in order to comply with mandatory provisions of applicable law.



     SECTION 6.2 Termination.



          The Depositary shall at any time at the direction of the Issuer terminate
this Deposit Agreement by mailing notice of such termination to the Owners of
all Receipts then outstanding at least 90 days prior to the date fixed in such
notice for such termination. The Depositary may likewise terminate this
Deposit Agreement by mailing notice of such termination to the Issuer and the
Owners of all Receipts then outstanding if




44









 







at any time 90 days shall have expired after the Depositary shall have
delivered to the Issuer a written notice of its election to resign and a
successor depositary shall not have been appointed and accepted its appointment
as provided in Section 5.4. On and after the date of termination, the Owner of
a Receipt will, upon (a) surrender of such Receipt at the Corporate Trust
Office of the Depositary, (b) payment of the fee of the Depositary for the
surrender of Receipts referred to in Section 2.5, and (c) payment of any
applicable taxes or governmental charges, be entitled to delivery, to him or
upon his order, of the amount of Deposited Securities represented by the
American Depositary Shares evidenced by such Receipt. If any Receipts shall
remain outstanding after the date of termination, the Depositary thereafter
shall discontinue the registration of transfers of Receipts, shall suspend the
distribution of dividends to the Owners thereof, and shall not give any further
notices or perform any further acts under this Deposit Agreement, except that
the Depositary shall continue to collect dividends and other distributions
pertaining to Deposited Securities, shall sell rights and other property as
provided in this Deposit Agreement, and shall continue to deliver Deposited
Securities, together with any dividends or other distributions received with
respect thereto and the net proceeds of the sale of any rights or other
property, in exchange for Receipts surrendered to the Depositary (after
deducting, in each case, the fee of the Depositary for the surrender of a
Receipt, any expenses for the account of the Owner of such Receipt in
accordance with the terms and conditions of this Deposit Agreement, and any
applicable taxes or governmental charges). At any time after the expiration of
one year from the date of termination, the Depositary may sell the Deposited
Securities then held hereunder and may thereafter hold uninvested the net
proceeds of any such sale, together with any other cash then held by it
hereunder, unsegregated and without liability for interest, for the pro rata
benefit of the Owners of Receipts which have not theretofore been surrendered,
such Owners thereupon becoming general creditors of the Depositary with respect
to such net proceeds. After making such sale, the Depositary shall be
discharged from all obligations





45









 







under this Deposit Agreement, except to account for such net proceeds and
other cash (after deducting, in each case, the fee of the Depositary for the
surrender of a Receipt, any expenses for the account of the Owner of such
Receipt in accordance with the terms and conditions of this Deposit Agreement,
and any applicable taxes or governmental charges). Upon the termination of
this Deposit Agreement, the Issuer shall be discharged from all obligations
under this Deposit Agreement except for its obligations to the Depositary under
Sections 5.8 and 5.9 hereof.




ARTICLE 7. MISCELLANEOUS.



     SECTION 7.1 Counterparts.



          This Deposit Agreement may be executed in any number of counterparts, each
of which shall be deemed an original and all of such counterparts shall
constitute one and the same instrument. Copies of this Deposit Agreement shall
be filed with the Depositary and the Custodian and shall be open to inspection
by any holder or Owner of a Receipt during business hours.



     SECTION 7.2 No Third Party Beneficiaries.



          This Deposit Agreement is for the exclusive benefit of the parties hereto
and shall not be deemed to give any legal or equitable right, remedy or claim
whatsoever to any other person.



     SECTION 7.3 Severability.



          In case any one or more of the provisions contained in this Deposit
Agreement or in the Receipts should be or become invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein or therein shall in no way be affected,
prejudiced or disturbed thereby.



46









 






     SECTION 7.4 Holders and Owners as Parties; Binding Effect.



          The holders and Owners of Receipts from time to time shall be parties to
this Deposit Agreement and shall be bound by all of the terms and conditions
hereof and of the Receipts by acceptance thereof.



     SECTION 7.5 Notices.



          Any and all notices to be given to the Issuer shall be deemed to have been
duly given if personally delivered or sent by mail or cable, telex or facsimile
transmission confirmed by letter, addressed to Braskem S.A., Av. Nações Unidas,
4777, 4 Andar, 05477-000, São Paulo, State of São Paulo, Brazil, Attention:
Investor Relations, or any other place to which the Issuer may have transferred
its principal office.



          Any and all notices to be given to the Depositary shall be deemed to have
been duly given if in English and personally delivered or sent by mail or
cable, telex or facsimile transmission confirmed by letter, addressed to The
Bank of New York, 101 Barclay Street, New York, New York 10286, Attention:
American Depositary Receipt Administration, or any other place to which the
Depositary may have transferred its Corporate Trust Office.



          Any and all notices to be given to any Owner shall be deemed to have been
duly given if personally delivered or sent by mail or cable, telex or facsimile
transmission confirmed by letter, addressed to such Owner at the address of
such Owner as it appears on the transfer books for Receipts of the Depositary,
or, if such Owner shall have filed with the Depositary a written request that
notices intended for such Owner be mailed to some other address, at the address
designated in such request.



          Delivery of a notice sent by mail or cable, telex or facsimile
transmission shall be deemed to be effected at the time when a duly addressed
letter containing the




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same (or a confirmation thereof in the case of a cable, telex or facsimile
transmission) is deposited, postage prepaid, in a post-office letter box. The
Depositary or the Issuer may, however, act upon any cable, telex or facsimile
transmission received by it, notwithstanding that such cable, telex or
facsimile transmission shall not subsequently be confirmed by letter as
aforesaid.




     SECTION 7.6 Governing Law.



          This Deposit Agreement and the Receipts shall be interpreted and all
rights hereunder and thereunder and provisions hereof and thereof shall be
governed by the laws of the State of New York.



     SECTION 7.7 Compliance with U.S. Securities Laws.



          Notwithstanding anything in this Deposit Agreement to the contrary, the
Issuer and the Depositary each agrees that it will not exercise any rights it
has under this Deposit Agreement to permit the withdrawal or delivery of
Deposited Securities in a manner which would violate the U.S. securities laws,
including, but not limited to, Section I.A.(1) of the General Instructions to
the Form F-6 Registration Statement, as amended from time to time, under the
Securities Act.



     SECTION 7.8 Submission to Jurisdiction; Appointment of Agent for Service
of Process.



          The Issuer hereby (i) irrevocably designates and appoints CT Corporation
System with offices currently located at 111 Eighth Avenue, 13th Floor, New
York, in the State of New York, as the Issuer’s authorized agent upon which
process may be served in any suit or proceeding arising out of or relating to
the Shares or Deposited Securities, the American Depositary Shares, the
Receipts or this Agreement, (ii) consents and submits to the jurisdiction of
any state or federal court in the State of New York in which any such




48









 







suit or proceeding may be instituted, and (iii) agrees that service of
process upon said authorized agent shall be deemed in every respect effective
service of process upon the Issuer in any such suit or proceeding. The Issuer
agrees to deliver, upon the execution and delivery of this Deposit Agreement, a
written acceptance by such agent of its appointment as such agent. The Issuer
further agrees to take any and all action, including the filing of any and all
such documents and instruments, as may be necessary to continue such
designation and appointment in full force and effect for so long as any
American Depositary Shares or Receipts remain outstanding or this Agreement
remains in force. In the event the Issuer fails to continue such designation
and appointment in full force and effect, the Issuer hereby waives personal
service of process upon it and consents that any such service of process may be
made by certified or registered mail, return receipt requested, directed to the
Issuer at its address last specified for notices hereunder, and service so made
shall be deemed completed five (5) days after the same shall have been so
mailed.





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IN WITNESS WHEREOF, BRASKEM S.A. and THE BANK OF NEW YORK have duly executed
this Deposit Agreement as of the day and year first set forth above and all
Owners shall become parties hereto upon acceptance by them of Receipts issued
in accordance with the terms hereof.



	 	 	 	 	 
	 	BRASKEM S.A.,

as Issuer

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	THE BANK OF NEW YORK,

as Depositary

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





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