Exhibit 10.1.5






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Exhibit 10.1.5


Transaction 


CSN OVERSEAS 




Date: April 7, 2003 

To: CSN OVERSEAS 

From: POBT Bank and Trust Limited

Re: Swap Transaction 





Dear Sirs: 


     The purpose of this letter agreement (this "Confirmation") is to confirm the terms and conditions of the Share Swap Transaction entered into between POBT Bank and Trust Limited (the "POBT"), a company incorporated under
the laws of the Commonwealth of The Bahamas, with its principal place of business located at Fort Nassau Centre, Marlborough St. 2nd floor, Suite 202, Nassau, Bahamas and CSN Overseas ("CSN Overseas") a company incorporated under the laws
of the Cayman Islands, with its principal place of business located at Caledonian House, Mary Street P.O. Box 1043, Georgetown, Grand Cayman, on the Trade Date specified below (the "Transaction"). This Confirmation constitutes a "Confirmation" as
referred to in the ISDA Master Agreement specified below. 


     The definitions and provisions contained in the 2000 ISDA Definitions, and in the 1996 ISDA Equity Derivatives Definitions (the "Equity Definitions") as published by the International Swaps and Derivatives Association,
Inc., are incorporated into this Confirmation. In the event of any inconsistency between the Equity Definitions and this Confirmation, this Confirmation will govern. 

	
1.	
Calculation Agent: POBT	
	 
	
2.	
Account Details:	
	 	
Account for payments to CSN Overseas: 

Citibank N.A. 

ABA # 021 0000089 

Swift. US33 of CSN Overseas 

Account Number: 36139071	



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	 	Account for payments to POBT: 
	 	Bank of New York, New York 
	 	ABA # 021 0000 18 
	 	Account nr. 89 0033 1194 
	 	Account of POBT Bank and Trust Limited 
	 	 
	2.	 The terms of the particular of the Transaction to which this Confirmation relates are as follows: 




		
	General Terms: 	 
	                    Trade Date: 	  April 7, 2003 
	 
	                    Effective Date: 	  April 10, 2003 
	 
	                    Termination Date: 	  The Equity Payment Date 
	 
	                    Shares: 	  Companhia Siderurgica Nacional - American Depositary Receipt - Ticker SID, Cusip 20440W105. 
	 
	                    Exchange: 	New York Stock Exchange 
	 
	                    Related Exchange(s): 	All Exchanges 
	 
	                    Exchange Business Day: 	Notwithstanding anything to the contrary in the definition of "Exchange Business Day" in Section 1.20 of the Equity Definitions, "Exchange Business Day" means any day that each Exchange and each Related Exchange are open for trading unless the Calculation Agent determines that any failure of such Exchange or Related Exchange to open does not have a material effect on the trading market for Shares. Each such day shall be an Exchange Business Day notwithstanding any such Exchange or Related Exchange closing to prior to its regular weekday closing time. 





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	Market Disruption Event: 	Notwithstanding anything to the contrary in Section 4.3  of the Equity Definitions, "Market Disruption  Event" means the occurrence or existence on  any Exchange Business Day (A) at the  relevant Valuation Time or at any time during  the one-half hour period that ends at the  relevant Valuation Time of any suspension,  limitation imposed on, or impairment occuring  with respect to trading (by the relevant  Exchange or Related Exchange or otherwise  or by reason of movements in price exceeding  limits permitted by the relevant exchange or  otherwise) in (x) the Share on the Exchange or  (y) any options contracts or futures contracts  relating to the Share on any Related Exchange  if, in any such case, the Calculation Agent  determines that such suspension, limitation or  impairment has a material effect on the trading  market for the affected financial instruments  or (B) of a System Disruption. 
	 	 
	 	 In addition it shall be a Market Disruption  Event if the Exchange or Related Exchange  closes prior to their scheduled closing time (if,  in any such case, the Calculation Agent  determines that such earlier closing has a  material effect on the trading market for the  affected financial instruments at the Valuation  Time). A "scheduled closing time" is any  regular weekday closing time or any closing  time announced by the Exchange or Related  Exchange, as the case may be, prior to the  close of the regular trading session on such  Exchange or Related 




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	 	Exchange on the previous Exchange Business Day. 
	 
	                 System Disruption: 	Any event that materially disrupts (as determined by the Calculation Agent) the ability to effect transactions in the Share on the Exchange. The types of disruptionscontemplated by this provision include, but are not limited to, (a) the temporary closure and re-opening of the Exchange at any point during the regular trading session and (b) a material systems failure of the trading communications and connectivity systems to the Exchange. 
	 
	Equity Amounts Payable by POBT 	 
	 
	                  Equity Amount Payer: 	POBT 
	 
	                  Number of Shares: 	100.700 
	 
	                  Equity Notional Amount: 	USD 1,956,369.75 
	 
	                  Equity Notional Reset: 	Not Applicable 
	 
	                  Equity Payment Date: 	Three Currency Business Days after the Valuation Date 
	 
	                  Type of Return: 	Price Return 
	 
	                  Initial Price: 	USD 19.4277 
	 
	                  Final Price: 	Means arithmetic mean of the Relevant Prices of the Shares on each Averaging Date. 
	 
	                  Relevant Price: 	The last traded price per share quoted by the Exchange. 





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	Valuation Time 	The close of trading on Exchange 
	 
	Valuation Date(s): 	May 2, 2005 
	 
	Averaging Date (s): 	Every Exchange Business Day between April 2, 2005, inclusive, and May 2, 2005 exclusive.





Averaging Date Market Disruption: Postponement 

		
	Dividend Amount: 	The Cash Dividend for the relevant Dividend Period multiplied by the number of Shares. Subject to the provisions under "Cash Dividends" below. 
	 
	Cash Dividends: 	100% (the "Percentage Amount") of the gross dividend, (cash or stock dividend) and/or interest on own capital "juros sobre capital próprio" declared and paid by the Issuer to holders generally of record of a single Share on the relevant record date during the relevant Dividend Period. For the avoidance of doubt, the "gross dividend" (cash or stock dividend) and/or interest on own capital "juros sobre capital próprio" shall represent a sum before the withholding or deduction of any taxes at the source by or on behalf of any applicable authority having power to tax in respect of such a dividend, (cash or stock dividend) and/or interest on own capital "juros sobre capital próprio" and shall exclude any imputation or other credits, refunds or deductions granted by any applicable authority having power to tax in respect of such dividend and any taxes, credits, refunds or benefits imposed, withheld, assessed or levied thereon. 
	 
	 Dividend Period: 	Has the meaning specified in Section 7.12 (c) of the 1996 ISDA Equity Derivatives Definitions. 
	 
	 Dividend as Collateral: 	Any Dividend Amount received by POBT shall be promptly deemed posted Collateral three Business 





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	 	Days after the receipt of such Dividend Amount, regardless of any Collacteral call by POBT, and to the extent it causes, at any time, the amount of deposited Collateral to exceed the Collateral requirement setforth above (i.e., 30% of the Equity Notional Amount), such excess amount shall be released to CSN as provided in "Collateral" below. In the event the Dividend Amount effectively received by POBT is subject to any deduction or withholding tax, POBT shall consider, for the purpose of this section, the net amount effectively received. 
	 
	                    Gross up: 	All payments to be made by each of the Parties hereto to the other Party under this Transaction will be made without any deduction or withholding tax. 
	 
	                    Reinvestment of Dividends:  	Not Applicable
	 
	Fixed Amounts payable by CSN OVERSEAS 
	 
	                    Fixed Rate Payer: 	 CSN OVERSEAS 
	 
	                    Calculation Amount: 	 The Equity Notional Amount 
	 
	                  Payment Dates: 	 Three Business Days after the  Valuation Date subject to adjustment  in accordance with the Business Day  Convention , provided that, if on such  date the corresponding Payment Date  has not yet occurred, such Payment  Date shall be postponed to the date on  which the Payment Date occurs and  the Fixed Rate Payer shall pay the  Fixed Amount due in relation to the  relevant Calculation Period on that  postponed Payment Date. 
	 
	                    Fixed Rate: 	 11,5% p.a. 
	 
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	                    Fixed Rate Day Count Fraction: 	Actual /360 
	 
	                    Business Days: 	Following Business Day Convention 
	 
	Adjustments: 	 
	 
	                    Method of Adjustment: 	Calculation Agent Adjustment 
	 
	Extraordinary Events: 	 
	 
	Consequences of Merger Events: 	 
	 
	                    Share-for-Share: 	Alternative Obligation 
	 
	                    Share-for-Other: 	Cancellation and Payment 
	 
	                    Share-for-Combined: 	Cancellation and Payment 
	 
	Merger Event 	(a) "Merger Event" means, in respect of any relevant Shares, any (i) reclassification or change of such Shares that results in a transfer of or an irrevocalbe commitment to transfer all of such Shares outstanding, (ii)consolidation, amalgamation or merger of the Issuer with or into another entity (other than a consolidation, amalgamation or merger in which such issuer is the continuing entity and which does not result in any such reclassification or change of all of such Shares outstanding) or (iii) other takeover offer for such Shares that results in a transfer of or an irrevocable commitment to transfer all such Shares (other than such Shares owned or controlled by the offeror), in each case if the Merger Date is on or before, in the case of a Physically -settled Option Transaction, the Expiration Date or, in any other case, the final Valuation Date. 





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	 	  "Merger Date" means the closing date of the   Merger Event, provided, that for a tender Offer,   the Merger Date in the date on which shares in   the amount of the applicable percentage   threshold are actually purchased (as determined   by the Calculation Agent)
	 
	                    Payment Currency: 	  All amounts payable under this Transaction  shall be in USD. 
	 
	Nationalization, Insolvency or De-listing: 	Cancellation and Payment 
	 
	 Optional Early Termination: 	  CSN OVERSEAS has the rigtht to Early   Terminate this Transaction, in whole or in   part, provided that CSN OVERSEAS shall   issue an Early Termination Notice addressed   to POBT. CSN OVERSEAS hereby   acknowledges that any such Early   Termination may materially adverse affect the   Final Price for the Shares due to market   conditions and the number of Shares   requested throught an Early Termination   Notice, being agreed that the Calculation   Agent will determine the Final Price. In case   of a partial Early Termination the parties   agree to sign an amendment in order to make   the proper adjustments to this transaction and   reflect therefrom such Early Termination. 
	 
	Early Termination Settlement Amount: 	  The amount agreed between the parties. 
	 
	Early Termination Date: 	One Exchange Business Day after the date Early Termination Notice has been signed. 
	 
	                   Collateral: 	Collateral will be posted by CSN OVERSEAS in an amount equal to 30% of the Equity Notional Amount. The Calculation Agent will calculate on a daily 





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	 	  basis if the amount deposited as Collateral,   affected by the estimated Settlement Amount   in respect of this transaction as if this   transaction was terminated at that moment, still   represents 30% of the Equity Notional   Amount. If at any moment this calculation   shows a result of less than 20% or more than   40% of the Equity Notional Amount, POBT or   CSN OVERSEAS respectively reserves the   right to call or redeem respectively for   Collateral in order to achieve the previous 30%   of the Equity Notional Amount. If the result of   the aforesaid calculation is different from 30%   on any last Business Day of each month POBT   will call or redeem Collateral in order to   achieve the previous 30% of the Equity   Notional Amount. Without any limitation of   the foregoing, CSN OVERSEAS hereby grants   POBT a first priority security interest in the   collateral as collateral for its obligations under   this Transaction. Upon any default by CSN   OVERSEAS (including any default under the   Transaction or any other transaction between   CSN OVERSEAS and POBT or its affiliated),   POBT shall have all of the rights with respect   to the collateral of a secured party under the   Uniform Commercial Code as in effect from   time to time in the State of New York 
	 
	Determining Party: 	  POBT 
	 
	Credit Provisions: 	In consideration of POBT and CSN OVERSEAS entereing into this Transaction and in order to support and secure the obligations of CSN OVERSEAS under this Transaction, the Agreement and any other transaction between CSN OVERSEAS and POBT, CSN OVERSEAS will from time to time, whenever requested by POBT deposit 





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	 	with Eligible Collateral as provided below always in accordance with the dynamic of Collateral. 
	Settlement Teens: 	 
	 
	                  Cash Settlement: 	Applicable 
	 
	                  Settlement Currency: 	USD
	 
	                  Cash Settlement Payment Date 	Three Currency Business Days after the Relevant Valuation Date or the Early Termination Date as the case may be. 
	 	 
	  "Eligible Collateral" 	means cash and/or US Treasury-bills and/or certificates of deposit issued by POBT or any other financial insititution previously approved by POBT with the maximum term of 90 days. 





Events of Default and Termination Events 


The occurrence of one or more of the following events during the period from and including the Trade Date up to and including the Termination Date will be considered an Event of Default: 


(i) Failure to Pay or Deliver; 

(ii)
Breach of Agreement; 

(iii)
Misrepresentation;

(iv)
Cross Default, with Threshold Amount of US$10,000,000.00 (or its equivalent in other currencies) 

(v) Bankruptcy; 

(vi) Merger Without Assumption; and 


The occurrence of one or more of the following events during the period from and including the Trade Date up to and including the Termination Date will be considered a Termination Event: 


(i) Illegality 

(ii) Tax Event; 

(iii) Tax Event Upon Merger; and 


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(iv) Credit Event Upon Merger, provided however that provided, however, that the phrase "materially weaker" means (i) the senior long-term debt or deposits of the resulting, surviving or transferee entity is or are, as the case may be, rated less
than investment grade by Standard & Poor's Corporation or Moody's Investors Service, Inc., or (ii) in the event that there are no such Standard & Poor's Corporation or Moody's Investors Service, Inc. ratings, the Policies (as defined below)
in effect at the time, of the party which is not the Affected Party, would lead such non-Affected Party, solely as a result of a change in the nature, character, identity or condition of the Affected Party, from its state prior to such
consolidation, amalgamation, merger or transfer, to decline to make an extension of credit to, or enter into a Transaction with, the resulting, surviving or transferee entity. "Policies", for the purposes of this definition means: (l)(A) internal
credit limits applicable to individual entities or (B) other limits on doing business with entities domiciled or doing business in certain jurisdictions or engaging in certain activities, or (2) internal restrictions on doing business with entities
with whom the party which is not the Affected Party has had prior adverse business relations. 


Automatic Early Termination:     Applicable 


In respect of this transaction, POBT from the date hereof until the Termination Date (or Early Termination Date), shall at all times be the relevant owner of record and beneficial owner of all the Shares, provided, however, that POBT may transfer
the Shares to any of its affiliates and may enter into certain transactions, such as selling transactions linked to derivative transactions with the specific purpose of permitting POBT to leverage its position for a certain period of time not to
exceed the Termination (or the Early Termination Date) to the extent that the Shares may at any time return to its property and possession in order to enable it to comply with its obligations hereunder. 


Additional Guarantees: 

Companhia Siderurgica Nacional (hereinafter referred as the "Guarantor") hereby unconditionally and irrevocably guarantees to POBT the due and punctual payment of all sums due by CSN OVERSEAS in accordance therewith and when the same become due and
payable. The Guarantor hereby unconditionally and irrevocably waives any and all rights it may have under Articles 827, 828, 838 I, and 839 of the Brazilian Civil Code, and Article 595 of the Brazilian Code of Civil Procedure. In the event the
Guarantor is not allowed to remit the amount due by CSN OVERSEAS to POBT, the Guarantor hereby undertakes to effect the payment in Brazil according to the instructions to be sent by POBT to the Guarantor in which it will be indicated the name of the
payee in Brazil. 


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Reliance on own Expertise: 


The POBT and CSN OVERSEAS represents and guaranty to the other that: (a) it is entering into the Transaction as principal (and not as agent or in any other capacity); (b) the other party is not acting as a fiduciary for or an advisor to it in
respect of the Transaction; (c) it is not relying upon any representation of the other party except those expressly set forth in the Agreement and it does not hold itself out as advising, or any of its employees or agents as having the authority to
advise, the other party as to whether or not it should enter into any transaction or as to any subsequent action relating thereto or any other commercial matters concerned with the Transaction, and it shall have no responsibility whatsoever in
respect of any advice of this nature given, or views expressed, by it to any of such persons to the other party, whether or not such advice is given or such views are expressed at the request of the other party; (d) it has consulted with its own
legal, regulatory, tax, business, investment, financial and accounting advisors to the extent it has deemed necessary, and it has made its own investment, hedging and trading decisions based upon its own judgment and upon any advice from such
advisors as it has deemed necessary and not upon any view expressed by the other party; and (e) it is entering into the Transaction with a full understanding of the terms, conditions and risks thereof and it is capable of assessing and is willing to
assume those risks. 


Offices: 


The office of CSN OVERSEAS for this Transaction is Caledonian House, Mary Street P.O. Box 1043, Georgetown, Grand Cayman. 


The office of POBT for this Transaction is Fort Nassau Centre, Marlborough Street, 2nd floor, suite 202, Nassau, Bahamas. 


Jurisdiction: 

This Transaction will be governed by and construed in accordance with New York Law. 


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General Expenses: 


CSN OVERSEAS has agreed to pay to POBT the amount of US$12,295.93 (twelve thousand, two hundred and ninety five dollars and ninety three cents) as expenses related to this Confirmation. Such payment shall be made as soon as practicable but not
later than three Business Days after the Trade Date. 


Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us or by sending to us a letter or telex substantially similar to this letter,
which letter or telex sets forth the material terms of the Transaction to which this Confirmation relates and indicates your agreement to those terms. 


  




Confirmed as of the date first above written: