FORM OF CERTIFICATE



 





Exhibit 4.02




Exhibit A to Deposit Agreement




	 	 	 
	No.

	 	

	

	 	AMERICAN DEPOSITARY SHARES
	

	 	(Each American Depositary Share
	

	 	represents fifty (50)
	

	 	deposited Shares)







THE BANK OF NEW YORK

AMERICAN DEPOSITARY RECEIPT

FOR PREFERRED CLASS “A” SHARES

(AÇÕES PREFERENCIAES CLASSE “A”), WITHOUT PAR VALUE, OF

BRASKEM S.A.

(INCORPORATED UNDER THE LAWS OF THE FEDERATIVE REPUBLIC OF BRAZIL)




     The Bank of New York as depositary (hereinafter called the “Depositary”),
hereby certifies that                    , or registered assigns
IS THE OWNER OF



AMERICAN DEPOSITARY SHARES



representing deposited Preferred Class “A” Shares (ações preferenciaes classe
“A”) (herein called “Shares”) of Braskem S.A., incorporated under the laws of
the Federative Republic of Brazil (herein called the “Company”). At the date
hereof, each American Depositary Share represents fifty (50) Shares which are
either deposited or subject to deposit under the deposit agreement at the
principal São Paulo, Brazil office of Banco Itaú S.A. (herein called the
“Custodian”). The Depositary’s Corporate Trust Office is located at a
different address than its principal executive office. Its Corporate Trust
Office is located at 101 Barclay Street, New York, N.Y. 10286, and its
principal executive office is located at One Wall Street, New York, N.Y. 10286.




THE DEPOSITARY’S CORPORATE TRUST OFFICE ADDRESS IS

101 BARCLAY STREET, NEW YORK, N.Y. 10286




 









 










	1.	 	THE DEPOSIT AGREEMENT.





     This American Depositary Receipt is one of an issue (herein called
“Receipts”), all issued and to be issued upon the terms and conditions set
forth in the amended and restated deposit agreement, dated as of September 17,
2003 (herein called the “Deposit Agreement”), by and among the Company, the
Depositary, and all Owners and holders from time to time of Receipts issued
thereunder, each of whom by accepting a Receipt agrees to become a party
thereto and become bound by all the terms and conditions thereof. The Deposit
Agreement sets forth the rights of Owners and holders of the Receipts and the
rights and duties of the Depositary in respect of the Shares deposited
thereunder and any and all other securities, property and cash from time to
time received in respect of such Shares and held thereunder (such Shares,
securities, property, and cash are herein called “Deposited Securities”).
Copies of the Deposit Agreement are on file at the Depositary’s Corporate Trust
Office in New York City and at the office of the Custodian.



     The statements made on the face and reverse of this Receipt are summaries
of certain provisions of the Deposit Agreement and are qualified by and subject
to the detailed provisions of the Deposit Agreement, to which reference is
hereby made. Capitalized terms not defined herein shall have the meanings set
forth in the Deposit Agreement.





	2.	 	SURRENDER OF RECEIPTS AND WITHDRAWAL OF SHARES.





     Upon surrender at the Corporate Trust Office of the Depositary of this
Receipt, and upon payment of the fee of the Depositary provided in this
Receipt, and subject to the terms and conditions of the Deposit Agreement, the
Owner hereof is entitled to delivery, to him or upon his order, of the amount
of Deposited Securities at the time represented by the American Depositary
Shares for which this Receipt is issued. Delivery of such Deposited Securities
may be made by the delivery of (a) Shares in the name of the Owner hereof 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 this Receipt to such Owner or as ordered by him. Such delivery will be made
at the option of the Owner hereof, either at the office of the Custodian or at
the Corporate Trust Office of the Depositary, provided that the forwarding of
certificates for Shares or other Deposited Securities for such delivery at the
Corporate Trust Office of the Depositary shall be at the risk and expense of
the Owner hereof. Notwithstanding any other provision of the Deposit Agreement
or this Receipt, the surrender of outstanding Receipts and withdrawal of
Deposited Securities may be suspended only for (i) temporary delays caused by
closing the transfer books of the Depositary or the Company 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, and (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



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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).





	3.	 	TRANSFERS, SPLIT-UPS, AND COMBINATIONS OF RECEIPTS.





     The transfer of this Receipt is registrable on the books of the Depositary
at its Corporate Trust Office by the Owner hereof in person or by a duly
authorized attorney, upon surrender of this Receipt properly endorsed for
transfer or accompanied by proper instruments of transfer and funds sufficient
to pay any applicable transfer taxes and the expenses of the Depositary and
upon compliance with such regulations, if any, as the Depositary may establish
for such purpose. This Receipt may be split into other such Receipts, or may
be combined with other such Receipts into one Receipt, evidencing the same
aggregate number of American Depositary Shares as the Receipt or Receipts
surrendered. 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, the 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 provided in this
Receipt, 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 the Deposit Agreement or this Receipt.



     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 Company at any time or from time to time because of
any requirement of law or of any government or governmental body or commission,
or under any provision of the Deposit Agreement or this Receipt, or for any
other reason, subject to Article (22) hereof. Without limitation of the
foregoing, the Depositary shall not knowingly accept for deposit under the
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.





	4.	 	LIABILITY OF OWNER FOR TAXES.





     If any tax or other governmental charge shall become payable with respect
to any Receipt or any Deposited Securities represented hereby, such tax or
other governmental charge shall be payable by the Owner hereof to the
Depositary. The Depositary may refuse to effect any transfer, split-up or
combination of this Receipt or any withdrawal of Deposited Securities
represented by American Depositary Shares evidenced by such



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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 hereof any part or all of the Deposited Securities
represented by the American Depositary Shares evidenced by this 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 hereof
shall remain liable for any deficiency.





	5.	 	WARRANTIES OF DEPOSITORS.





     Every person depositing Shares under the 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 of 1933.
Such representations and warranties shall survive the deposit of Shares and
issuance of Receipts.





	6.	 	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 Company 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 Company 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 Company, the Depositary shall provide the Company,
in a timely manner, with copies of the proofs, certificates or information that
it receives pursuant to this Article 6, unless prohibited by applicable law.
No Share shall be accepted for deposit unless accompanied by evidence
reasonably satisfactory to the Depositary that any 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.





	7.	 	CHARGES OF DEPOSITARY.





     The Company 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 Company from
time to time. The Depositary shall present its statement for such charges and
expenses to the Company once



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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.



     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 Company or an exchange of stock
regarding the Receipts or Deposited Securities or a distribution of Receipts
pursuant to Section 4.3 of the Deposit Agreement), 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 Company or Foreign Registrar (or any
other appointed agent of the Company 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 under the Deposit Agreement; (3) such cable, telex and
facsimile transmission expenses as are expressly provided in the 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 of the Deposit Agreement and the surrender of Receipts pursuant to
Section 2.5 or 6.2 of the Deposit Agreement; (6) a fee of $.02 or less per
American Depositary Share (or portion thereof) for any cash distribution made
pursuant to the Deposit Agreement, including, but not limited to Sections 4.1
through 4.4 of the Deposit Agreement, 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 of the Deposit Agreement, 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 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 of the Deposit Agreement 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 of the Deposit Agreement, may own
and deal in any class of securities of the Company and its affiliates and in
Receipts.



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	8.	 	PRE-RELEASE OF RECEIPTS.





     Unless requested in writing by the Company to cease doing so, the
Depositary may, notwithstanding Section 2.3 of the Deposit Agreement, execute
and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of
the Deposit Agreement (“Pre-Release”). The Depositary may, pursuant to Section
2.5 of the Deposit Agreement, 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 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 Company,
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 the 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.





	9.	 	TITLE TO RECEIPTS.





     It is a condition of this Receipt and every successive holder and Owner of
this Receipt by accepting or holding the same consents and agrees, that title
to this Receipt



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when properly endorsed or accompanied by proper instruments of transfer,
is 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 person in whose name this Receipt is registered
on the books of the Depositary as the absolute owner hereof for the purpose of
determining the person entitled to distribution of dividends or other
distributions or to any notice provided for in the Deposit Agreement and for
all other purposes. Neither the Depositary nor the Company 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





	10.	 	VALIDITY OF RECEIPT.





     This Receipt shall not be entitled to any benefits under the Deposit
Agreement or be valid or obligatory for any purpose, unless this 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.





	11.	 	REPORTS; INSPECTION OF TRANSFER BOOKS.





     The Company is subject to the periodic reporting requirements of the
Securities Exchange Act of 1934 and, accordingly, files certain reports with
the Securities and Exchange Commission (hereinafter called the “Commission”).



     Such reports and communications will be available for inspection and
copying at the public reference facilities maintained by the Commission located
at 450 Fifth Street, N.W., Washington, D.C. 20549.



     The Depositary will make available for inspection by Owners of Receipts at
its Corporate Trust Office any reports and communications, including any proxy
soliciting material, received from the Company 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 Company. The
Depositary shall also, upon written request, send to the Owners of Receipts
copies of such reports furnished by the Company pursuant to the Deposit
Agreement. Any such reports and communications, including any such proxy
soliciting material, furnished to the Depositary by the Company shall be
furnished in English.



     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 of Receipts, provided that
such inspection shall not be for the purpose of communicating with Owners of
Receipts in the interest of a business or object other than the business of the
Company or a matter related to the Deposit Agreement or the Receipts.



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	12.	 	DIVIDENDS AND DISTRIBUTIONS.





     Whenever the Depositary shall receive any cash dividend or other cash
distribution on any Deposited Securities, the Depositary shall, if at the time
of receipt thereof any amounts received in a Foreign Currency can in the
judgment of the Depositary be converted on a reasonable basis into United
States dollars transferable to the United States, and subject to the Deposit
Agreement, 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 the Deposit Agreement, if
applicable) to the Owners of Receipts entitled thereto, provided, however, that
in the event that the Company or the Depositary shall be required to withhold
and does withhold from such cash dividend or such other cash distribution in
respect of any Deposited Securities an amount on account of taxes, the amount
distributed to the Owners of the Receipts evidencing American Depositary Shares
representing such Deposited Securities shall be reduced accordingly.



     Subject to the provisions of Sections 4.11 and 5.9 of the Deposit
Agreement, whenever the Depositary shall receive any distribution other than a
distribution described in Sections 4.1, 4.3 or 4.4 of the Deposit Agreement,
the Depositary shall as promptly as practicable cause the securities or
property received by it to be distributed to the Owners of Receipts entitled
thereto, after deduction or upon payment of any fees and expenses of the
Depositary or any taxes or other governmental charges, 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 of Receipts
entitled thereto, or if for any other reason the Depositary deems such
distribution not to be feasible, the Depositary may, after Consultation with
the Company, 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 of the
Depositary as provided in Section 5.9 of the Deposit Agreement) shall be
distributed by the Depositary to the Owners of Receipts entitled thereto, all
in the manner and subject to the conditions described in Section 4.1 of the
Deposit Agreement. To the extent such securities or property or the net
proceeds thereof are not distributed to Owners as provided in Section 4.2 of
the Deposit Agreement, 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.



     If any distribution upon any Deposited Securities consists of a dividend
in, or free distribution of, Shares, the Depositary may, and shall if the
Company shall so request, distribute to the Owners of outstanding Receipts
entitled thereto, 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 the
Deposit Agreement with respect to the deposit of Shares and the



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issuance of American Depositary Shares evidenced by Receipts, including
the withholding of any tax or other governmental charge as provided in Section
4.11 of the Deposit Agreement and the payment of the fees of the Depositary as
provided in Section 5.9 of the Deposit Agreement. In lieu of delivering
Receipts for fractional American Depositary Shares in any such case, 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 set forth in the Deposit Agreement. 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.



     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 of Receipts entitled thereto. The Depositary will forward to the Company
or its agent such information from its records as the Company may reasonably
request to enable the Company or its agents to file necessary reports with
governmental authorities or agencies. The Depositary, the Custodian or the
Company 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 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 Company,
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.





	13.	 	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



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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 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 of the Deposit Agreement.



     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 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.





	14.	 	RIGHTS.





     In the event that the Company 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 Company, 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



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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
under the Deposit Agreement, the Depositary will make such rights available to
such Owner upon written notice from the Company to the Depositary that (a) the
Company has elected in its sole discretion to permit such rights to be
exercised and (b) such Owner has executed such documents as the Company 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 Company 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 the Deposit Agreement, and shall, pursuant to
Section 2.3 of the Deposit Agreement, execute and deliver Receipts to such
Owner. In the case of a distribution pursuant to the second paragraph of this
Article, 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 of the Deposit Agreement and all taxes and governmental
charges payable in connection with such rights and subject to the terms and
conditions of the 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 any distinctions among such Owners
because of exchange restrictions or the date of delivery of any Receipt or
otherwise.



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     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 the Deposit Agreement shall create any obligations on the part of the
Company 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
such 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 Company 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.





	15.	 	RECORD DATES.





     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 of Receipts 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 the Deposit Agreement.





	16.	 	VOTING OF DEPOSITED SECURITIES.





     As of the date of the 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 Company, if requested in writing by the Company
the Depositary shall, as soon as practicable thereafter, mail to the Owners a
notice, 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



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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 Company. 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 Company with respect to such Deposited Securities and
the Depositary shall give a discretionary proxy to a person designated by the
Company to vote such Deposited Securities, provided, that no such instruction
shall be given with respect to any matter as to which the Company informs the
Depositary (and the Company agrees to provide such information as promptly as
practicable in writing) that (x) the Company does 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.





	17.	 	CHANGES AFFECTING DEPOSITED SECURITIES.





     In circumstances where the provisions of Section 4.3 of the Deposit
Agreement 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 Company 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 the 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 Company shall
so request, execute and deliver additional Receipts as in the case of a
dividend in Shares, or call for the surrender of



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outstanding Receipts to be exchanged for new Receipts specifically
describing such new Deposited Securities.





	18.	 	LIABILITY OF THE COMPANY AND DEPOSITARY.





     Neither the Depositary nor the Company 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 Company, 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 Company shall be prevented, delayed or forbidden
from, or be subject to any civil or criminal penalty on account of, doing or
performing any act or thing which by the terms of the Deposit Agreement or
Deposited Securities it is provided shall be done or performed; nor shall the
Depositary or the Company or any of their respective directors, officers,
employees, agents or affiliates incur any liability to any Owner or holder of a
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 the 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 the Deposit Agreement.
Where, by the terms of a distribution pursuant to Sections 4.1, 4.2 or 4.3 of
the Deposit Agreement, or an offering or distribution pursuant to Section 4.4
of the Deposit Agreement, or for any other reason, such distribution or
offering may not be made available to Owners of Receipts, 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.



     Neither the Company nor the Depositary assumes any obligation or shall be
subject to any liability under the Deposit Agreement or this Receipt to Owners
or holders of Receipts, except that they agree to perform their obligations
specifically set forth in the Deposit Agreement without negligence or bad
faith. The Depositary shall not be subject to any liability with respect to
the validity or worth of the Deposited Securities. Neither the Depositary nor
the Company 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 Company 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 holder of a Receipt, or
any other person believed by it in good faith to be competent to give such
advice or



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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 Company, its controlling persons
and its agents may rely and shall be protected in acting 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. The Company
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 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 Company 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
Company or any of its directors, employees, agents and affiliates. No
disclaimer of liability under the Securities Act of 1933 is intended by any
provision of the Deposit Agreement.





	19.	 	RESIGNATION AND REMOVAL OF THE DEPOSITARY.





     The Depositary may at any time resign as Depositary under the Deposit
Agreement written notice of its election so to do delivered to the Company,
such resignation to take effect upon the appointment of a successor depositary
and its acceptance of such appointment as provided in the Deposit Agreement.
The Depositary may at any time be removed by the Company by 60 days prior
written notice of such removal, which shall become effective upon the later to
occur of the (i) 60 th  day after delivery of the notice to the
Depositary or (ii) the appointment of a successor depositary and its acceptance
of such appointment as provided in the Deposit Agreement. Whenever the
Depositary in its discretion determines that it is in the best interest of the
Owners of Receipts to do so, it may appoint a substitute custodian.



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	20.	 	AMENDMENT.





     The form of the Receipts and any provisions of the Deposit Agreement may
at any time and from time to time be amended by written agreement between the
Company 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 of Receipts, shall, however, not become
effective as to outstanding Receipts until the expiration of thirty days after
notice of such amendment shall have been given to the Owners of outstanding
Receipts. Every Owner of a Receipt 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 the 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.





	21.	 	TERMINATION OF DEPOSIT AGREEMENT.





     The Depositary shall at any time at the direction of the Company terminate
the 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 the Deposit
Agreement by mailing notice of such termination to the Company and the Owners
of all Receipts then outstanding if at any time 90 days shall have expired
after the Depositary shall have delivered to the Company a written notice of
its election to resign and a successor depositary shall not have been appointed
and accepted its appointment as provided in the Deposit Agreement. 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 of the Deposit Agreement 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 the 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 the 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 the



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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 under the Deposit
Agreement and may thereafter hold uninvested the net proceeds of any such sale,
together with any other cash then held by it thereunder, 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 under the 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 the
Deposit Agreement, and any applicable taxes or governmental charges). Upon the
termination of the Deposit Agreement, the Company shall be discharged from all
obligations under the Deposit Agreement except for its obligations to the
Depositary under Sections 5.8 and 5.9 of the Deposit Agreement.





	22.	 	COMPLIANCE WITH U.S. SECURITIES LAWS.





     Notwithstanding anything in the Deposit Agreement or this Receipt to the
contrary, the Company and the Depositary each agrees that it will not exercise
any rights it has under the 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.





	23.	 	SUBMISSION TO JURISDICTION; APPOINTMENT OF AGENT FOR SERVICE OF PROCESS.





     The Company hereby (i) irrevocably designates and appoints CT Corporation
System with offices currently located at 111 Eighth Avenue, 13 th 
Floor, New York, in the State of New York, as the Company’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 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 Company in any such suit or proceeding. The Company agrees to
deliver, upon the execution and delivery of the Deposit Agreement, a written
acceptance by such agent of its appointment as such agent. The Company 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 the Deposit Agreement remains in
force. In the event the Company fails to continue such designation and
appointment in full force and effect, the Company hereby waives personal
service of process upon it and consents that any such service of process may be
made by certified or



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registered mail, return receipt requested, directed to the Company 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.





	24.	 	DELIVERY OF INFORMATION TO THE CVM.





     Each of the Depositary and the Company hereby confirms to the other that
for as long as the 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 under the Deposit Agreement. 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 Company having failed to
provide such information or documents reasonably available only through the
Company, the Depositary shall have the right to terminate the Deposit
Agreement, upon at least 15 days’ prior notice to the Owners and the Company,
and the Depositary shall not be subject to any liability thereunder on account
of such termination or such determination. The effect of any such termination
of the Deposit Agreement shall be as provided in Section 6.2 of the Deposit
Agreement.





	25.	 	DISCLOSURE OF INTERESTS.





     Notwithstanding any other provision of the Deposit Agreement, each Owner
agrees to comply with requests from the Company 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 Company to forward such
requests from the Company to the Owners and to forward to the Company 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 Section 3.4 of the Deposit Agreement or this Article 26.




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