<PAGE>
                                                                     Exhibit 4.1

================================================================================

                                    TAM S.A.

                                       AND

                           JPMORGAN CHASE BANK, N.A.,
                                  As Depositary

                                       AND

                     HOLDERS OF AMERICAN DEPOSITARY RECEIPTS

                                   ----------

                                Deposit Agreement

                           Dated as of March __, 2006

================================================================================

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
PARTIES .................................................................     1
RECITALS ................................................................     1

Section 1.  Certain Definitions
       (a)  ADR Register ................................................     1
       (b)  ADRs; Direct Registration ADRs ..............................     1
       (c)  ADS .........................................................     1
       (d)  Custodian ...................................................     1
       (e)  Deliver, execute, issue et al ...............................     1
       (f)  Delivery Order ..............................................     1
       (g)  Deposited Securities ........................................     1
       (h)  Direct Registration System ..................................     1
       (i)  Holder ......................................................     2
       (j)  Securities Act of 1933  .....................................     2
       (k)  Securities Exchange Act of 1934  ............................     2
       (l)  Shares ......................................................     2
       (m)  Transfer Office .............................................     2
       (n)  Withdrawal Order ............................................     2
Section 2.  ADRs ........................................................     2
Section 3.  Deposit of Shares ...........................................     3
Section 4.  Issue of ADRs ...............................................     3
Section 5.  Distributions on Deposited Securities .......................     4
Section 6.  Withdrawal of Deposited Securities ..........................     4
Section 7.  Substitution of ADRs ........................................     4
Section 8.  Cancellation and Destruction of ADRs ........................     4
Section 9.  The Custodian ...............................................     4
Section 10. Co-Registrars and Co-Transfer Agents ........................     5
Section 11. Lists of Holders ............................................     5
Section 12. Depositary's Agents .........................................     5
Section 13. Successor Depositary ........................................     5
Section 14. Reports .....................................................     5
Section 15. Additional Shares ...........................................     6
Section 16. Indemnification .............................................     6
Section 17. Notices .....................................................     7
Section 18. Miscellaneous ...............................................     7
Section 19. Consent to Jurisdiction .....................................     7
TESTIMONIUM .............................................................     9

SIGNATURES ..............................................................     9
</TABLE>


                                       -i-

<PAGE>

                                   EXHIBIT A

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
FORM OF FACE OF ADR .....................................................    A-1

   Introductory Paragraph ...............................................    A-1
   (1)   Issuance of ADRs ...............................................    A-2
   (2)   Withdrawal of Deposited Securities .............................    A-2
   (3)   Transfers of ADRs ..............................................    A-2
   (4)   Certain Limitations ............................................    A-3
   (5)   Taxes ..........................................................    A-4
   (6)   Disclosure of Interests ........................................    A-4
   (7)   Charges of Depositary ..........................................    A-5
   (8)   Available Information ..........................................    A-6
   (9)   Execution ......................................................    A-6

   Signature of Depositary ..............................................    A-6

   Address of Depositary's Office .......................................    A-6

FORM OF REVERSE OF ADR ..................................................    A-7
   (10)  Distributions on Deposited Securities ..........................    A-7
   (11)  Record Dates ...................................................    A-8
   (12)  Voting of Deposited Securities .................................    A-8
   (13)  Changes Affecting Deposited Securities .........................    A-8
   (14)  Exoneration ....................................................    A-9
   (15)  Resignation and Removal of Depositary; the Custodian............    A-9
   (16)  Amendment ......................................................   A-10
   (17)  Termination ....................................................   A-10
   (18)  Appointment ....................................................   A-11
</TABLE>


                                      -ii-

<PAGE>

     DEPOSIT AGREEMENT dated as of March, 2006 (the "Deposit Agreement") among
TAM S.A. and its successors (the "Company"), JPMORGAN CHASE BANK, N.A., as
depositary hereunder (the "Depositary"), and all holders from time to time of
American Depositary Receipts issued hereunder ("ADRs") evidencing American
Depositary Shares ("ADSs") representing deposited Shares (defined below). The
Company hereby appoints the Depositary as depositary for the Deposited
Securities and hereby authorizes and directs the Depositary to act in accordance
with the terms set forth in this Deposit Agreement. All capitalized terms used
herein have the meanings ascribed to them in Section 1 or elsewhere in this
Deposit Agreement. The parties hereto agree as follows:

     1. Certain Definitions.

     (a) "ADR Register" is defined in paragraph (3) of the form of ADR.

     (b) "ADRs" mean the American Depositary Receipts executed and delivered
hereunder. ADRs may be either in physical certificated form or Direct
Registration ADRs. ADRs in physical certificated form, and the terms and
conditions governing the Direct Registration ADRs (as hereinafter defined),
shall be substantially in the form of Exhibit A annexed hereto (the "form of
ADR"). The term "Direct Registration ADR" means an ADR, the ownership of which
is recorded on the Direct Registration System. References to "ADRs" shall
include certificated ADRs and Direct Registration ADRs, unless the context
otherwise requires. The form of ADR is hereby incorporated herein and made a
part hereof; the provisions of the form of ADR shall be binding upon the parties
hereto.

     (c) Subject to paragraph (13) of the form of ADR, each "ADS" evidenced by
an ADR represents the right to receive one Share and a pro rata share in any
other Deposited Securities.

     (d) "Custodian" means the agent or agents of the Depositary (singly or
collectively, as the context requires) and any additional or substitute
Custodian appointed pursuant to Section 9.

     (e) The terms "deliver", "execute", "issue", "register", "surrender",
"transfer" or "cancel", when used with respect to Direct Registration ADRs,
shall refer to an entry or entries or an electronic transfer or transfers in the
Direct Registration System, and, when used with respect to ADRs in physical
certificated form, shall refer to the physical delivery, execution, issuance,
registration, surrender, transfer or cancellation of certificates representing
the ADRs.

     (f) "Delivery Order" is defined in Section 3.

     (g) "Deposited Securities" as of any time means all Shares at such time
deposited under this Deposit Agreement and any and all other Shares, securities,
property and cash at such time held by the Depositary or the Custodian in
respect or in lieu of such deposited Shares and other Shares, securities,
property and cash.

     (h) "Direct Registration System" means the system for the uncertificated
registration of ownership of securities established by The Depository Trust
Company ("DTC") and utilized by

<PAGE>

the Depositary pursuant to which the Depositary may record the ownership of ADRs
without the issuance of a certificate, which ownership shall be evidenced by
periodic statements issued by the Depositary to the Holders entitled thereto.
For purposes hereof, the Direct Registration System shall include access to the
Profile Modification System maintained by DTC which provides for automated
transfer of ownership between DTC and the Depositary.

     (i) "Holder" means the person or persons in whose name an ADR is registered
on the ADR Register.

     (j) "Securities Act of 1933" means the United States Securities Act of
1933, as from time to time amended.

     (k) "Securities Exchange Act of 1934" means the United States Securities
Exchange Act of 1934, as from time to time amended.

     (l) "Shares" mean the preferred shares of the Company, and shall include
the rights to receive Shares specified in paragraph (1) of the form of ADR.

     (m) "Transfer Office" is defined in paragraph (3) of the form of ADR.

     (n) "Withdrawal Order" is defined in Section 6.

     2. ADRs. (a) ADRs in certificated form shall be engraved, printed or
otherwise reproduced at the discretion of the Depositary in accordance with its
customary practices in its American depositary receipt business, or at the
request of the Company typewritten and photocopied on plain or safety paper, and
shall be substantially in the form set forth in the form of ADR, with such
changes as may be required by the Depositary or the Company to comply with their
obligations hereunder, any applicable law, regulation or usage or to indicate
any special limitations or restrictions to which any particular ADRs are
subject. ADRs may be issued in denominations of any number of ADSs. ADRs in
certificated form shall be executed by the Depositary by the manual or facsimile
signature of a duly authorized officer of the Depositary. ADRs in certificated
form bearing the manual or facsimile signature of anyone who was at the time of
execution a duly authorized officer of the Depositary shall bind the Depositary,
notwithstanding that such officer has ceased to hold such office prior to the
delivery of such ADRs.

     (b) Direct Registration ADRs. Notwithstanding anything in this Deposit
Agreement or in the form of ADR to the contrary, ADSs shall be evidenced by
Direct Registration ADRs, unless certificated ADRs are specifically requested by
the Holder.

     (c) Holders shall be bound by the terms and conditions of this Deposit
Agreement and of the form of ADR, regardless of whether their ADRs are Direct
Registration ADRs or certificated ADRs.


                                        2

<PAGE>

     3. Deposit of Shares. In connection with the deposit of Shares hereunder,
the Depositary or the Custodian may require the following in form satisfactory
to it: (a) a written order directing the Depositary to issue to, or upon the
written order of, the person or persons designated in such order a Direct
Registration ADR or ADRs evidencing the number of ADSs representing such
deposited Shares (a "Delivery Order"); (b) proper endorsements or duly executed
instruments of transfer in respect of such deposited Shares; (c) instruments
assigning to the Custodian or its nominee any distribution on or in respect of
such deposited Shares or indemnity therefor; and (d) proxies entitling the
Custodian to vote such deposited Shares. As soon as practicable after the
Custodian receives Deposited Securities pursuant to any such deposit or pursuant
to paragraph (10) or (13) of the form of ADR, the Custodian shall present such
Deposited Securities for registration of transfer into the name of the Custodian
or its nominee, to the extent such registration is practicable, at the cost and
expense of the person making such deposit (or for whose benefit such deposit is
made) and shall obtain evidence satisfactory to it of such registration.
Deposited Securities shall be held by the Custodian for the account and to the
order of the Depositary at such place or places and in such manner as the
Depositary shall determine. Deposited Securities may be delivered by the
Custodian to any person only under the circumstances expressly contemplated in
this Deposit Agreement. To the extent that the provisions of or governing the
Shares make delivery of certificates therefor impracticable, Shares may be
deposited hereunder by such delivery thereof as the Depositary or the Custodian
may reasonably accept, including, without limitation, by causing them to be
credited to an account maintained by the Custodian for such purpose with the
Company or an accredited intermediary, such as a bank, acting as a registrar for
the Shares, together with delivery of the documents, payments and Delivery Order
referred to herein to the Custodian or the Depositary.

     The Depositary and the Custodian shall comply with reasonable written
instructions from the Company or its Brazilian counsel to maintain registration
of the amount of Deposited Securities with Banco Central do Brasil (the "Central
Bank") and to furnish to the Central Bank and to the Comissao de Valores
Mobiliarios (the "Securities Commission"), whenever reasonably required,
information or documents related to this Deposit Agreement, the ADRs and the
Deposited Securities and distributions thereon, and may rely, and shall be fully
protected in relying, on such written instructions from the Company or its
Brazilian counsel in respect of such registration, information and documents.

     4. Issue of ADRs. After any such deposit of Shares, the Custodian shall
notify the Depositary of such deposit and of the information contained in any
related Delivery Order by letter, first class airmail postage prepaid, or, at
the request, risk and expense of the person making the deposit, by cable, telex
or facsimile transmission. After receiving such notice from the Custodian, the
Depositary, subject to this Deposit Agreement, shall properly issue at the
Transfer Office, to or upon the order of any person named in such notice, an ADR
or ADRs registered as requested and evidencing the aggregate ADSs to which such
person is entitled.


                                        3

<PAGE>

     5. Distributions on Deposited Securities. To the extent that the Depositary
determines in its reasonable discretion that any distribution pursuant to
paragraph (10) of the form of ADR is not practicable with respect to any Holder,
the Depositary may make such distribution as it so deems practicable, including
the distribution of foreign currency, securities or property (or appropriate
documents evidencing the right to receive foreign currency, securities or
property) or the retention thereof as Deposited Securities with respect to such
Holder's ADRs (without liability for interest thereon or the investment
thereof).

     6. Withdrawal of Deposited Securities. In connection with any surrender of
an ADR for withdrawal of the Deposited Securities represented by the ADSs
evidenced thereby, the Depositary may require proper endorsement in blank of
such ADR (or duly executed instruments of transfer thereof in blank) and the
Holder's written order directing the Depositary to cause the Deposited
Securities represented by the ADSs evidenced by such ADR to be withdrawn and
delivered to, or upon the written order of, any person designated in such order
(a "Withdrawal Order"). Directions from the Depositary to the Custodian to
deliver Deposited Securities shall be given by letter, first class airmail
postage prepaid, or, at the request, risk and expense of the Holder, by cable,
telex or facsimile transmission. Delivery of Deposited Securities may be made by
the delivery of certificates (which, if required by law shall be properly
endorsed or accompanied by properly executed instruments of transfer or, if such
certificates may be registered, registered in the name of such Holder or as
ordered by such Holder in any Withdrawal Order) or by such other means as the
Depositary may deem practicable, including, without limitation, by transfer of
record ownership thereof to an account designated in the Withdrawal Order
maintained either by the Company or an accredited intermediary, such as a bank,
acting as a registrar for the Deposited Securities.

     7. Substitution of ADRs. The Depositary shall execute and deliver a new
Direct Registration ADR in exchange and substitution for any mutilated
certificated ADR upon cancellation thereof or in lieu of and in substitution for
such destroyed, lost or stolen certificated ADR, unless the Depositary has
notice that such ADR has been acquired by a bona fide purchaser, upon the Holder
thereof filing with the Depositary a request for such execution and delivery and
a sufficient indemnity bond and satisfying any other reasonable requirements
imposed by the Depositary.

     8. Cancellation and Destruction of ADRs. All ADRs surrendered to the
Depositary shall be cancelled by the Depositary. The Depositary is authorized to
destroy ADRs in certificated form so cancelled in accordance with its customary
practices.

     9. The Custodian. Any Custodian in acting hereunder shall be subject to the
directions of the Depositary and shall be responsible solely to it. The
Depositary may from time to time appoint one or more agents to act for it as
Custodian hereunder. Each Custodian so appointed (other than JPMorgan Chase
Bank, N.A.) shall give written notice to the Company and the Depositary
accepting such appointment and agreeing to be bound by the applicable terms
hereof. Any Custodian may resign from its duties hereunder by at least 30 days
written notice to the Depositary. The Depositary may discharge any Custodian at
any time upon notice to the Custodian being discharged. Any Custodian ceasing to
act hereunder as Custodian shall deliver, upon the instruction of the
Depositary, all Deposited Securities held by it to a Custodian


                                        4

<PAGE>

continuing to act.

     10. Co-Registrars and Co-Transfer Agents. The Depositary may appoint and
remove (i) co-registrars to register ADRs and transfers, combinations and
split-ups of ADRs and to countersign ADRs in accordance with the terms of any
such appointment and (ii) co-transfer agents for the purpose of effecting
transfers, combinations and split-ups of ADRs at designated transfer offices in
addition to the Transfer Office on behalf of the Depositary. Each co-registrar
or co-transfer agent (other than JPMorgan Chase Bank, N.A.) shall give notice in
writing to the Company and the Depositary accepting such appointment and
agreeing to be bound by the applicable terms of this Deposit Agreement.

     11. Lists of Holders. The Company shall have the right to inspect transfer
records of the Depositary and its agents and the ADR Register, take copies
thereof and require the Depositary and its agents to supply copies of such
portions of such records as the Company may request. The Depositary or its agent
shall furnish to the Company promptly upon the written request of the Company, a
list of the names, addresses and holdings of ADSs by all Holders as of a date
that is prior to or otherwise within seven days of the Depositary's receipt of
such request.

     12. Depositary's Agents. The Depositary may perform its obligations under
this Deposit Agreement through any agent appointed by it, provided that the
Depositary shall notify the Company of such appointment and shall remain
responsible for the performance of such obligations as if no agent were
appointed.

     13. Successor Depositary. The Depositary may at any time resign as
Depositary hereunder by 60 days prior written notice of its election so to do
delivered to the Company. The Depositary may at any time be removed by the
Company by 60 days prior written notice of such removal. Notwithstanding
anything to the contrary contained herein, in case at any time the Depositary
acting hereunder shall resign or be removed, it shall continue to act as
Depositary for the purpose of terminating this Deposit Agreement pursuant to
paragraph (17) of the form of ADR. Any bank or trust company into or with which
the Depositary may be merged or consolidated, or to which the Depositary shall
transfer substantially all its American depositary receipt business, shall be
the successor of the Depositary without the execution or filing of any document
or any further act.

     14. Reports. On or before the first date on which the Company makes any
communication available to holders of Deposited Securities or any securities
regulatory authority or stock exchange, by publication or otherwise, the Company
shall transmit to the Depositary a copy thereof in English or with an English
translation or summary. The Company has delivered to the Depositary, the
Custodian and any Transfer Office, a copy of all provisions of or governing the
Shares and any other Deposited Securities issued by the Company or any affiliate
of the Company and existing at the date of this Deposit Agreement and, promptly
upon any change thereto, the Company shall deliver to the Depositary, the
Custodian and any Transfer Office, a copy (in English or with an English
translation) of such provisions as so changed. The Depositary and its agents may
rely upon the Company's delivery thereof for all purposes of this Deposit
Agreement.


                                        5

<PAGE>

     15. Additional Shares. Neither the Company nor any company controlling,
controlled by or under common control with the Company shall issue additional
Shares, rights to subscribe for Shares, securities convertible into or
exchangeable for Shares or rights to subscribe for any such securities or shall
deposit any Shares under this Deposit Agreement, except under circumstances
complying in all respects with the Securities Act of 1933. The Depositary will
use reasonable efforts to comply with written instructions of the Company not to
accept for deposit hereunder any Shares identified in such instructions at such
times and under such circumstances as may reasonably be specified in such
instructions in order to facilitate the Company's compliance with securities
laws in the United States.

     16. Indemnification. The Company shall indemnify, defend and save harmless
each of the Depositary and its agents against any loss, liability or expense
(including reasonable fees and expenses of counsel) which may arise out of acts
performed or omitted, in connection with the provisions of this Deposit
Agreement and of the ADRs, as the same may be amended, modified or supplemented
from time to time in accordance herewith (i) by either the Depositary or its
agents or their respective directors, employees, agents and affiliates, except,
subject to the penultimate paragraph of this Section 16, for any liability or
expense directly arising out of the negligence or bad faith of the Depositary,
or (ii) by the Company or any of its directors, employees, agents or affiliates.

     The indemnities set forth in the preceding paragraph shall also apply to
any liability or expense 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 ADSs,
except to the extent any such liability or expense arises out of (i) information
relating to the Depositary or its agents (other than the Company), as
applicable, furnished in writing by the Depositary and not changed or altered by
the Company 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.

     Except as provided in the next succeeding paragraph, the Depositary shall
indemnify, defend and save harmless the Company against any loss, liability or
expense (including reasonable fees and expenses of counsel) incurred by the
Company in respect of this Deposit Agreement to the extent such loss, liability
or expense is due to the negligence or bad faith of the Depositary.

     Notwithstanding any other provision of this Deposit Agreement or the form
of ADR to the contrary, neither the Company nor the Depositary, nor any of their
agents, shall be liable to the other for any indirect, special, punitive or
consequential damages (collectively "Special Damages") except (i) to the extent
such Special Damages arise from the gross negligence or willful misconduct of
the party from whom indemnification is sought or (ii) to the extent Special
Damages arise from or out of a claim brought by a third party (including,
without limitation, Holders) against the Depositary or its agents, except to the
extent such Special Damages arise out of the gross negligence or willful
misconduct of the party seeking indemnification hereunder.

     Any person seeking indemnification hereunder (an "indemnified person")
shall notify the person from whom it is seeking indemnification (the
"indemnifying person") of the


                                        6

<PAGE>

commencement of any indemnifiable action or claim promptly after such
indemnified person becomes aware of such commencement (provided that the failure
to make such notification shall not affect such indemnified person's rights to
seek indemnification except to the limited extent the indemnifying person is
materially prejudiced by such failure) and shall consult in good faith with the
indemnifying person as to the conduct of the defense of such action or claim
that may give rise to an indemnity hereunder, which defense shall be reasonable
in the circumstances. No indemnified person shall compromise or settle any
action or claim that may give rise to an indemnity hereunder without the consent
of the indemnifying person, which consent shall not be unreasonably withheld or
delayed 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

     The obligations set forth in this Section 16 shall survive the termination
of this Deposit Agreement and the succession or substitution of any indemnified
person.

     17. Notices. Notice to any Holder shall be deemed given when first mailed,
first class postage prepaid, to the address of such Holder on the ADR Register
or received by such Holder. Notice to the Depositary or the Company shall be
deemed given when first received by it at the address or facsimile transmission
number set forth in (a) or (b), respectively, or at such other address or
facsimile transmission number as either may specify to the other by written
notice:

          (a)   JPMorgan Chase Bank, N.A.
                Four New York Plaza
                New York, New York 10004
                Attention: ADR Administration
                Fax: (212) 623-0079

          (b)   TAM S.A.
                Av. Jurandir 856 - Lote 4, 1 andar
                04072-000 Sao Paulo SP Brazil
                Attention: General Counsel
                Fax: 55 11 5582 6134

     18. Miscellaneous. This Deposit Agreement is for the exclusive benefit of
the Company, the Depositary, the Holders, and their respective successors
hereunder, and shall not give any legal or equitable right, remedy or claim
whatsoever to any other person. The Holders and owners of ADRs from time to time
shall be parties to this Deposit Agreement and shall be bound by all of the
provisions hereof. If any such provision is invalid, illegal or unenforceable in
any respect, the remaining provisions shall in no way be affected thereby. This
Deposit Agreement may be executed in any number of counterparts, each of which
shall be deemed an original and all of which shall constitute one instrument.

     19. Consent to Jurisdiction. The Company irrevocably agrees that any legal
suit, action or proceeding against the Company brought by the Depositary or any
Holder, arising out of or based upon this Deposit Agreement or the transactions
contemplated hereby, may be instituted in any state or federal court in New
York, New York, and irrevocably waives any objection which it may


                                        7

<PAGE>

now or hereafter have to the laying of venue of any such proceeding, and
irrevocably submits to the non-exclusive jurisdiction of such courts in any such
suit, action or proceeding. The Company also irrevocably agrees that any legal
suit, action or proceeding against the Depositary brought by the Company,
arising out of or based upon this Deposit Agreement or the transactions
contemplated hereby, may only be instituted in a state or federal court in New
York, New York. The Company has appointed National Corporate Research Ltd., 225
West 34th Street, Suite 910, New York, New York, as its authorized agent (the
"Authorized Agent") upon which process may be served in any such action arising
out of or based on this Deposit Agreement or the transactions contemplated
hereby which may be instituted in any state or federal court in New York, New
York by the Depositary or any Holder, and waives any other requirements of or
objections to personal jurisdiction with respect thereto. The Company represents
and warrants that the Authorized Agent has agreed to act as said agent for
service of process, and the Company agrees to take any and all action, including
the filing of any and all documents and instruments, that may be necessary to
continue such appointment in full force and effect as aforesaid. Service of
process upon the Authorized Agent and written notice of such service to the
Company shall be deemed, in every respect, effective service of process upon the
Company. If, for any reason, the Authorized Agent named above or its successor
shall no longer serve as agent of the Company to receive service of process in
New York, the Company shall promptly appoint a successor acceptable to the
Depositary, so as to serve and will promptly advise the Depositary thereof. 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
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.
Notwithstanding the foregoing, any action based on this Agreement may be
instituted by the Depositary or any Holder in any competent court in The
Federative Republic of Brazil.

     To the extent that the Company or any of its properties, assets or revenues
may have or may hereafter be entitled to, or have attributed to it, any right of
immunity, on the grounds of sovereignty or otherwise, from any legal action,
suit or proceeding, from the giving of any relief in any respect thereof, from
setoff or counterclaim, from the jurisdiction of any court, from service of
process, from attachment upon or prior to judgment, from attachment in aid of
execution or judgment, or from execution of judgment, or other legal process or
proceeding for the giving of any relief or for the enforcement of any judgment,
in any jurisdiction in which proceedings may at any time be commenced, with
respect to its obligations, liabilities or other matter under or arising out of
or in connection with the Shares or Deposited Securities, the ADSs, the ADRs or
this Agreement, the Company, to the fullest extent permitted by law, hereby
irrevocably and unconditionally waives, and agrees not to plead or claim, any
such immunity and consents to such relief and enforcement.


                                        8

<PAGE>

     IN WITNESS WHEREOF, TAM S.A. and JPMORGAN CHASE BANK, N.A. have duly
executed this Deposit Agreement as of the day and year first above set forth and
all holders of ADRs shall become parties hereto upon acceptance by them of ADRs
issued in accordance with the terms hereof.

                                        TAM S.A.


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        JPMORGAN CHASE BANK, N.A.


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title: Vice President


                                        9

<PAGE>

                                    EXHIBIT A
                         ANNEXED TO AND INCORPORATED IN
                                DEPOSIT AGREEMENT

                              [FORM OF FACE OF ADR]

                                                       No. of ADSs: _____

Number _____                                           Each ADS represents
                                                       One Share

                                                       CUSIP: _____

                           AMERICAN DEPOSITARY RECEIPT

                                   evidencing

                           AMERICAN DEPOSITARY SHARES

                                  representing

                                PREFERRED SHARES

                                       of

                                    TAM S.A.

       (Incorporated under the laws of The Federative Republic of Brazil)

     JPMORGAN CHASE BANK, N.A., a national banking association organized under
the laws of the United States of America, as depositary hereunder (the
"Depositary"), hereby certifies that _____ is the registered owner (a "Holder")
of _____ American Depositary Shares ("ADSs"), each (subject to paragraph (13))
representing one preferred share (including the rights to receive Shares
described in paragraph (1), "Shares" and, together with any other securities,
cash or property from time to time held by the Depositary in respect or in lieu
of deposited Shares, the "Deposited Securities"), of TAM S.A., a corporation
organized under the laws of the Federative Republic of Brazil (the "Company"),
deposited under the Deposit Agreement dated as of March __, 2006 (as amended
from time to time, the "Deposit Agreement") among the Company, the Depositary
and all Holders from time to time of American Depositary Receipts issued
thereunder ("ADRs"), each of whom by accepting an ADR becomes a party thereto.
The Deposit Agreement and this ADR (which includes the provisions set forth on
the reverse hereof) shall be governed by and construed in accordance with the
laws of the State of New York.


                                       A-1

<PAGE>

     (1) Issuance of ADRs. This ADR is one of the ADRs issued under the Deposit
Agreement. Subject to paragraph (4), the Depositary may so issue ADRs for
delivery at the Transfer Office (defined in paragraph (3)) only against deposit
with the Custodian of: (a) Shares in form satisfactory to the Custodian; (b)
rights to receive Shares from the Company or any registrar, transfer agent,
clearing agent or other entity recording Share ownership or transactions; or,
(c) other rights to receive Shares (until such Shares are actually deposited
pursuant to (a) or (b) above, "Pre-released ADRs") only if (i) Pre-released ADRs
are fully collateralized (marked to market daily) with cash or such other
collateral as the Depositary deems appropriate held by the Depositary for the
benefit of Holders (but such collateral shall not constitute "Deposited
Securities"), (ii) each recipient of Pre-released ADRs represents and agrees in
writing with the Depositary that such recipient or its customer (a) beneficially
owns such Shares, (b) assigns all beneficial right, title and interest therein
to the Depositary, (c) holds such Shares for the account of the Depositary and
(d) will deliver such Shares to the Custodian as soon as practicable and
promptly upon demand therefor and (iii) all Pre-released ADRs evidence not more
than 30% of all ADSs (excluding those evidenced by Pre-released ADRs), provided,
however, that the Depositary reserves the right to change or disregard such
limit from time to time as it deems appropriate. The Depositary may retain for
its own account any earnings on collateral for Pre-released ADRs and its charges
for issuance thereof. At the request, risk and expense of the person depositing
Shares, the Depositary may accept deposits for forwarding to the Custodian and
may deliver ADRs at a place other than its office. Every person depositing
Shares under the Deposit Agreement represents and warrants that such Shares are
validly issued and outstanding, fully paid, nonassessable and free of
pre-emptive rights, that the person making such deposit is duly authorized so to
do and that such Shares (A) are not "restricted securities" as such term is
defined in Rule 144 under the Securities Act of 1933 unless at the time of
deposit they may be freely transferred in accordance with Rule 144(k) and may
otherwise be offered and sold freely in the United States or (B) have been
registered under the Securities Act of 1933. Such representations and warranties
shall survive the deposit of Shares and issuance of ADRs. The Depositary will
not knowingly accept for deposit under the Deposit Agreement any Shares required
to be registered under the Securities Act of 1933 and not so registered; the
Depositary may refuse to accept for such deposit any Shares identified by the
Company in order to facilitate the Company's compliance with such Act.

     (2) Withdrawal of Deposited Securities. Subject to paragraphs (4) and (5),
upon surrender of (i) a certificated ADR in form satisfactory to the Depositary
at the Transfer Office or (ii) proper instructions and documentation in the case
of a Direct Registration ADR, the Holder hereof is entitled to delivery at, or
to the extent in dematerialized form from, the Custodian's office of the
Deposited Securities at the time represented by the ADSs evidenced by this ADR.
At the request, risk and expense of the Holder hereof, the Depositary may
deliver such Deposited Securities at such other place as may have been requested
by the Holder. Notwithstanding any other provision of the Deposit Agreement or
this ADR, the withdrawal of Deposited Securities may be restricted only for the
reasons set forth in General Instruction I.A.(1) of Form F-6 (as such
instructions may be amended from time to time) under the Securities Act of 1933.

     (3) Transfers of ADRs. The Depositary or its agent will keep, at a
designated transfer office in the Borough of Manhattan, The City of New York
(the "Transfer Office"), (a) a register (the "ADR Register") for the
registration, registration of transfer, combination and split-up of


                                       A-2

<PAGE>

ADRs, and, in the case of Direct Registration ADRs, shall include the Direct
Registration System, which at all reasonable times will be open for inspection
by Holders and the Company for the purpose of communicating with Holders in the
interest of the business of the Company or a matter relating to the Deposit
Agreement and (b) facilities for the delivery and receipt of ADRs. The term ADR
Register includes the Direct Registration System. Title to this ADR (and to the
Deposited Securities represented by the ADSs evidenced hereby), when properly
endorsed (in the case of ADRs in certificated form) or upon delivery to the
Depositary of proper instruments of transfer, is transferable by delivery with
the same effect as in the case of negotiable instruments under the laws of the
State of New York; provided that the Depositary, notwithstanding any notice to
the contrary, may treat the person in whose name this ADR is registered on the
ADR Register as the absolute owner hereof for all purposes and neither the
Depositary nor the Company will have any obligation or be subject to any
liability under the Deposit Agreement to any holder of an ADR, unless such
holder is the Holder thereof. Subject to paragraphs (4) and (5), this ADR is
transferable on the ADR Register and may be split into other ADRs or combined
with other ADRs into one ADR, evidencing the aggregate number of ADSs
surrendered for split-up or combination, by the Holder hereof or by duly
authorized attorney upon surrender of this ADR at the Transfer Office properly
endorsed (in the case of ADRs in certificated form) or upon delivery to the
Depositary of proper instruments of transfer and duly stamped as may be required
by applicable law; provided that the Depositary may close the ADR Register at
any time or from time to time when deemed expedient by it or requested by the
Company. At the request of a Holder, the Depositary shall, for the purpose of
substituting a certificated ADR with a Direct Registration ADR, or vice versa,
execute and deliver a certificated ADR or a Direct Registration ADR, as the case
may be, for any authorized number of ADSs requested, evidencing the same
aggregate number of ADSs as those evidenced by the certificated ADR or Direct
Registration ADR, as the case may be, substituted.

     (4) Certain Limitations. Prior to the issue, registration, registration of
transfer, split-up or combination of any ADR, the delivery of any distribution
in respect thereof, or, subject to the last sentence of paragraph (2), the
withdrawal of any Deposited Securities, and from time to time in the case of
clause (b)(ii) of this paragraph (4), the Company, the Depositary or the
Custodian may require: (a) payment with respect thereto of (i) any stock
transfer or other tax or other governmental charge, (ii) any stock transfer or
registration fees in effect for the registration of transfers of Shares or other
Deposited Securities upon any applicable register and (iii) any applicable
charges as provided in paragraph (7) of this ADR; (b) the production of proof
satisfactory to it of (i) the identity of any signatory and genuineness of any
signature and (ii) such other information, including without limitation,
information as to citizenship, residence, exchange control approval, beneficial
ownership of any securities, compliance with applicable law, regulations,
provisions of or governing Deposited Securities and terms of the Deposit
Agreement and this ADR, as it may deem necessary or proper; and (c) compliance
with such regulations as the Depositary may establish consistent with the
Deposit Agreement and any regulations which the Depositary is informed of in
writing by the Company which are deemed desirable by the Depositary, the Company
or the Custodian to facilitate compliance with any applicable rules or
regulations of the Banco Central do Brasil or Comissao de Valores Mobiliarios.
The issuance of ADRs, the acceptance of deposits of Shares, the registration,
registration of transfer, split-up or


                                       A-3

<PAGE>

combination of ADRs or, subject to the last sentence of paragraph (2), the
withdrawal of Deposited Securities may be suspended, generally or in particular
instances, when the ADR Register or any register for Deposited Securities is
closed or when any such action is deemed advisable by the Depositary.

     (5) Taxes. If any tax or other governmental charge shall become payable by
or on behalf of the Custodian or the Depositary with respect to this ADR, any
Deposited Securities represented by the ADSs evidenced hereby or any
distribution thereon, such tax or other governmental charge shall be paid by the
Holder hereof to the Depositary. The Depositary may refuse to effect any
registration, registration of transfer, split-up or combination hereof or,
subject to the last sentence of paragraph (2), any withdrawal of such Deposited
Securities until such payment is made. The Depositary may also deduct from any
distributions on or in respect of Deposited Securities, or may sell by public or
private sale for the account of the Holder hereof any part or all of such
Deposited Securities (after attempting by reasonable means to notify the Holder
hereof prior to such sale), and may apply such deduction or the proceeds of any
such sale in payment of such tax or other governmental charge, the Holder hereof
remaining liable for any deficiency, and shall reduce the number of ADSs
evidenced hereby to reflect any such sales of Shares. In connection with any
distribution to Holders, the Company will remit to the appropriate governmental
authority or agency all amounts (if any) required to be withheld and owing to
such authority or agency by the Company; and the Depositary and the Custodian
will remit to the appropriate governmental authority or agency all amounts (if
any) required to be withheld and owing to such authority or agency by the
Depositary or the Custodian. If the Depositary determines that any distribution
in property other than cash (including Shares or rights) on Deposited Securities
is subject to any tax that the Depositary or the Custodian is obligated to
withhold, the Depositary may dispose of all or a portion of such property in
such amounts and in such manner as the Depositary deems necessary and
practicable to pay such taxes, by public or private sale, and the Depositary
shall distribute the net proceeds of any such sale or the balance of any such
property after deduction of such taxes to the Holders entitled thereto. Each
Holder of an ADR or an interest therein agrees to 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.

     (6) Disclosure of Interests. To the extent that the provisions of or
governing any Deposited Securities may require disclosure of or impose limits on
beneficial or other ownership of Deposited Securities, other Shares and other
securities and may provide for blocking transfer, voting or other rights to
enforce such disclosure or limits, Holders and all persons holding ADRs agree to
comply with all such disclosure requirements and ownership limitations and to
comply with any reasonable Company instructions in respect thereof. The Company
reserves the right to instruct Holders to deliver their ADSs for cancellation
and withdrawal of the Deposited Securities so as to permit the Company to deal
directly with the Holder thereof as a holder of Shares and Holders agree to
comply with such instructions. The Depositary agrees to cooperate with the
Company in its efforts to inform Holders of the Company's exercise of its rights
under this


                                       A-4

<PAGE>

paragraph and agrees to consult with, and provide reasonable assistance without
risk, liability or expense on the part of the Depositary, to the Company on the
manner or manners in which it may enforce such rights with respect to any
Holder.

     (7) Charges of Depositary. The Depositary may charge (i) each person to
whom ADSs are issued, including, without limitation, issuances against deposits
of Shares, issuances in respect of Share Distributions, Rights and Other
Distributions (as such terms are defined in paragraph (10)), issuances pursuant
to a stock dividend or stock split declared by the Company, or issuances
pursuant to a merger, exchange of securities or any other transaction or event
affecting the ADSs or the Deposited Securities, and (ii) each person
surrendering ADSs for withdrawal of Deposited Securities or whose ADSs are
cancelled or reduced for any other reason, U.S. $5.00 for each 100 ADSs (or
portion thereof) issued, delivered, reduced, cancelled or surrendered (as the
case may be). The Depositary may sell (by public or private sale) sufficient
securities and property received in respect of Share Distributions, Rights and
Other Distributions prior to such deposit to pay such charge. The following
additional charges shall be incurred by the Holders, by any party depositing or
withdrawing Shares or by any party surrendering ADRs, to whom ADRs 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 ADRs or the
Deposited Securities or a distribution of ADRs pursuant to paragraph (10)),
whichever is applicable (i) to the extent not prohibited by the rules of the
primary stock exchange upon which the ADSs are listed, a fee of $0.02 or less
per ADS (or portion thereof) for any Cash distribution made pursuant to the
Deposit Agreement, (ii) to the extent not prohibited by the rules of the primary
stock exchange upon which the ADSs are listed, a fee of $1.50 per ADR or ADRs
for transfers made pursuant to paragraph (3) hereof, (iii) a fee for the
distribution or sale of securities pursuant to paragraph (10) hereof, such fee
being in an amount equal to the fee for the execution and delivery of ADSs
referred to above which would have been charged as a result of the deposit of
such securities (for purposes of this paragraph (7) treating all such securities
as if they were Shares) but which securities or the net cash proceeds from the
sale thereof are instead distributed by the Depositary to Holders entitled
thereto, (iv) to the extent not prohibited by the rules of the primary stock
exchange upon which the ADSs are listed, a fee of US$0.02 per ADS (or portion
thereof) per year for the services performed by the Depositary in administering
the ADRs (which fee shall be assessed against Holders as of the record date or
dates set by the Depositary not more than once each calendar year and shall be
payable at the sole discretion of the Depositary by billing such Holders or by
deducting such charge from one or more cash dividends or other cash
distributions), and (v) such fees and expenses as are incurred by the Depositary
(including without limitation expenses incurred on behalf of Holders in
connection with compliance with foreign exchange control regulations or any law
or regulation relating to foreign investment) in delivery of Deposited
Securities or otherwise in connection with the Depositary's or its Custodian's
compliance with applicable law, rule or regulation. The Company will pay all
other charges and expenses of the Depositary and any agent of the Depositary
(except the Custodian) pursuant to agreements from time to time between the
Company and the Depositary, except (i) stock transfer or other taxes and other
governmental charges (which are payable by Holders or persons depositing
Shares), (ii) cable, telex and facsimile transmission and delivery charges
incurred at the request of persons depositing, or Holders delivering Shares,
ADRs or Deposited Securities (which are payable by such persons or Holders),
(iii) transfer or registration fees for the registration or transfer of
Deposited Securities on any applicable register in connection with the deposit
or withdrawal of Deposited Securities (which are payable by persons depositing
Shares or Holders withdrawing Deposited Securities;


                                       A-5

<PAGE>

there are no such fees in respect of the Shares as of the date of the Deposit
Agreement), (iv) expenses of the Depositary in connection with the conversion of
foreign currency into U.S. dollars (which are paid out of such foreign
currency), and (v) any other charge payable by any of the Depositary, any of the
Depositary's agents, including, without limitation, the custodian, or the agents
of the Depositary's agents in connection with the servicing of the Shares or
other Deposited Securities (which charge shall be assessed against Holders as of
the record date or dates set by the depositary and shall be payable at the sole
discretion of the Depositary by billing such Holders or by deducting such charge
from one or more cash dividends or other cash distributions). Such charges may
at any time and from time to time be changed by agreement between the Company
and the Depositary.

     (8) Available Information. The Deposit Agreement, the provisions of or
governing Deposited Securities and any written communications from the Company,
which are both received by the Custodian or its nominee as a holder of Deposited
Securities and made generally available to the holders of Deposited Securities,
are available for inspection by Holders at the offices of the Depositary and the
Custodian and at the Transfer Office. The Depositary will distribute copies of
such communications (or English translations or summaries thereof) to Holders
when furnished by the Company. The Company is subject to the periodic reporting
requirements of the Securities Exchange Act of 1934 and accordingly files
certain reports with the United States Securities and Exchange Commission (the
"Commission"). Such reports and other information may be inspected and copied at
public reference facilities maintained by the Commission located at the date
hereof at 100 F Street, NE, Washington, DC 20549.

     (9) Execution. This ADR shall not be valid for any purpose unless executed
by the Depositary by the manual or facsimile signature of a duly authorized
officer of the Depositary.

Dated:
       -----------------

                                        JPMORGAN CHASE BANK, N.A., as Depositary


                                        By
                                           -------------------------------------
                                           Authorized Officer

     The Depositary's office is located at 4 New York Plaza, New York, New York
10004.


                                      A-6

<PAGE>

                            [FORM OF REVERSE OF ADR]

     (10) Distributions on Deposited Securities. Subject to paragraphs (4) and
(5), to the extent practicable, the Depositary will distribute to each Holder
entitled thereto on the record date set by the Depositary therefor at such
Holder's address shown on the ADR Register, in proportion to the number of
Deposited Securities (on which the following distributions on Deposited
Securities are received by the Custodian) represented by ADSs evidenced by such
Holder's ADRs: (a) Cash. Any U.S. dollars available to the Depositary resulting
from a cash dividend or other cash distribution or the net proceeds of sales of
any other distribution or portion thereof authorized in this paragraph (10)
("Cash"), on an averaged or other practicable basis, subject to (i) appropriate
adjustments for taxes withheld, (ii) such distribution being impermissible or
impracticable with respect to certain Holders, and (iii) deduction of the
Depositary's expenses in (1) converting any foreign currency to U.S. dollars by
sale or in such other manner as the Depositary may determine to the extent that
it determines that such conversion may be made on a reasonable basis, (2)
transferring foreign currency or U.S. dollars to the United States by such means
as the Depositary may determine to the extent that it determines that such
transfer may be made on a reasonable basis, (3) obtaining any approval or
license of any governmental authority required for such conversion or transfer,
which is obtainable at a reasonable cost and within a reasonable time and (4)
making any sale by public or private means in any commercially reasonable
manner. If the Company shall have advised the Depositary pursuant to the
provisions of the Deposit Agreement that any such conversion, transfer or
distribution can be effected only with the approval or license of the Brazilian
government or any agency thereof or the Depositary shall become aware of any
other governmental approval or license required therefor, the Depositary may, in
its discretion, apply for such approval or license, if any, as the Company or
its Brazilian counsel may reasonably instruct in writing or as the Depositary
may deem desirable including, without limitation, Central Bank registration. (b)
Shares. (i) Additional ADRs evidencing whole ADSs representing any Shares
available to the Depositary resulting from a dividend or free distribution on
Deposited Securities consisting of Shares (a "Share Distribution") and (ii) U.S.
dollars available to it resulting from the net proceeds of sales of Shares
received in a Share Distribution, which Shares would give rise to fractional
ADSs if additional ADRs were issued therefor, as in the case of Cash. (c)
Rights. (i) Warrants or other instruments in the discretion of the Depositary
representing rights to acquire additional ADRs in respect of any rights to
subscribe for additional Shares or rights of any nature available to the
Depositary as a result of a distribution on Deposited Securities ("Rights"), to
the extent that the Company timely furnishes to the Depositary evidence
satisfactory to the Depositary that the Depositary may lawfully distribute the
same (the Company has no obligation to so furnish such evidence), or (ii) to the
extent the Company does not so furnish such evidence and sales of Rights are
practicable, any U.S. dollars available to the Depositary from the net proceeds
of sales of Rights as in the case of Cash, or (iii) to the extent the Company
does not so furnish such evidence and such sales cannot practicably be
accomplished by reason of the nontransferability of the Rights, limited markets
therefor, their short duration or otherwise, nothing (and any Rights may lapse).
(d) Other Distributions. (i) Securities or property available to the Depositary
resulting from any distribution on Deposited Securities other than Cash, Share
Distributions and Rights ("Other Distributions"), by any means that the
Depositary may deem equitable and practicable, or (ii) to the extent the
Depositary deems distribution of such securities or property not to be equitable
and practicable, any U.S. dollars available to the Depositary from the net
proceeds of sales of Other Distributions as in the case of Cash. Such U.S.
dollars available will be distributed by checks drawn on a bank


                                       A-7

<PAGE>

in the United States for whole dollars and cents. Fractional cents will be
withheld without liability and dealt with by the Depositary in accordance with
its then current practices.

     (11) Record Dates. The Depositary may, after consultation with the Company
if practicable, fix a record date (which, to the extent applicable, shall be as
near as practicable to any corresponding record date set by the Company) for the
determination of the Holders who shall be responsible for the fee assessed by
the Depositary for administration of the ADR program and for any expenses
provided for in paragraph (7) hereof as well as for the determination of the
Holders who shall be entitled to receive any distribution on or in respect of
Deposited Securities, to give instructions for the exercise of any voting
rights, to receive any notice or to act in respect of other matters and only
such Holders shall be so entitled or obligated.

     (12) Voting of Deposited Securities. At the date of this Deposit Agreement,
the Shares have only limited voting rights. As soon as practicable after receipt
from the Company of notice of any meeting or solicitation of consents or proxies
of holders of Shares or other Deposited Securities, as soon as practicable after
receipt from the Company of notice of any meeting or solicitation of consents or
proxies of holders of Shares or other Deposited Securities, the Depositary shall
distribute to Holders a notice stating (a) such information as is contained in
such notice and any solicitation materials, (b) that each Holder on the record
date set by the Depositary therefor will, subject to any applicable provisions
of Brazilan law, be entitled to instruct the Depositary as to the exercise of
the voting rights, if any, pertaining to the Deposited Securities represented by
the ADSs evidenced by such Holder's ADRs and (c) the manner in which such
instructions may be given, including instructions to give a discretionary proxy
to a person designated by the Company. Upon receipt of instructions of a Holder
on such record date in the manner and on or before the date established by the
Depositary for such purpose, the Depositary shall endeavor insofar as
practicable and permitted under the provisions of or governing Deposited
Securities to vote or cause to be voted the Deposited Securities represented by
the ADSs evidenced by such Holder's ADRs in accordance with such instructions.
The Depositary will not itself exercise any voting discretion in respect of any
Deposited Securities. There is no guarantee that Holders generally or any Holder
in particular will receive the notice described above with sufficient time to
enable such Holder to return any voting instructions to the Depositary in a
timely manner.

     (13) Changes Affecting Deposited Securities. Subject to paragraphs (4) and
(5), the Depositary may, in its discretion, amend this ADR or distribute
additional or amended ADRs (with or without calling this ADR for exchange) or
cash, securities or property on the record date set by the Depositary therefor
to reflect any change in par value, split-up, consolidation, cancellation or
other reclassification of Deposited Securities, any Share Distribution or Other
Distribution not distributed to Holders or any cash, securities or property
available to the Depositary in respect of Deposited Securities from (and the
Depositary is hereby authorized to surrender any Deposited Securities to any
person and, irrespective of whether such Deposited Securities are surrendered or
otherwise cancelled by operation of law, rule, regulation or otherwise, to sell
by public or private sale any property received in connection with) any
recapitalization, reorganization, merger, consolidation, liquidation,
receivership, bankruptcy or sale of all or substantially all the assets of the
Company, and to the extent the Depositary does not so amend this ADR or make a
distribution to Holders to reflect any of the foregoing, or the net proceeds
thereof, whatever cash, securities or property results from any of the foregoing
shall


                                       A-8

<PAGE>

constitute Deposited Securities and each ADS evidenced by this ADR shall
automatically represent its pro rata interest in the Deposited Securities as
then constituted.

     (14) Exoneration. The Depositary, the Company, their agents and each of
them shall: (a) incur no liability (i) if any present or future law, rule or
regulation of the United States, the Federative Republic of Brazil or any other
country, or of any governmental or regulatory authority or any securities
exchange or market or automated quotation system, the provisions of or governing
any Deposited Securities, any present or future provision of the Company's
charter, any act of God, war, terrorism or other circumstance beyond its control
shall prevent, delay or subject to any civil or criminal penalty any act which
the Deposit Agreement or this ADR provides shall be done or performed by it or
them (including, without limitation, voting pursuant to paragraph (12) hereof),
or (ii) by reason of any exercise or failure to exercise any discretion given it
in the Deposit Agreement or this ADR; (b) assume no liability except to perform
its obligations to the extent they are specifically set forth in this ADR and
the Deposit Agreement without gross negligence or bad faith; (c) in the case of
the Depositary and its agents, be under no obligation to appear in, prosecute or
defend any action, suit or other proceeding in respect of any Deposited
Securities or this ADR; (d) in the case of the Company and its agents hereunder
be under no obligation to appear in, prosecute or defend any action, suit or
other proceeding in respect of any Deposited Securities or this ADR, which in
its opinion may involve it in expense or liability, unless indemnity
satisfactory to it against all expense (including fees and disbursements of
counsel) and liability be furnished as often as may be required; or (e) not 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 Holder, or any other person believed by it to be competent to give
such advice or information. The Depositary, its agents and the Company may rely
and shall be protected in acting upon any written notice, request, direction or
other document believed by them to be genuine and to have been signed or
presented by the proper party or parties. The Depositary and its agents will not
be responsible for any failure to carry out any instructions to vote any of the
Deposited Securities, for the manner in which any such vote is cast or for the
effect of any such vote. The Depositary may rely upon instructions from the
Company or its Brazilian counsel in respect of any approval or license of the
Brazilian government or any agency thereof required for any currency conversion,
transfer or distribution. The Depositary and its agents may own and deal in any
class of securities of the Company and its affiliates and in ADRs.
Notwithstanding anything to the contrary set forth in the Deposit Agreement or
an ADR, the Depositary and its agents may fully respond to any and all demands
or requests for information maintained by or on its behalf in connection with
the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise
related hereto to the extent such information is requested or required by or
pursuant to any lawful authority, including without limitation laws, rules,
regulations, administrative or judicial process, banking, securities or other
regulators. The Company has agreed to indemnify the Depositary and its agents
under certain circumstances and the Depositary has agreed to indemnify the
Company under certain circumstances. Neither the Company nor the Depositary nor
any of their respective agents shall be liable to Holders or beneficial owners
of interests in ADSs for any indirect, special, punitive or consequential
damages. No disclaimer of liability under the Securities Act of 1933 is intended
by any provision hereof.

     (15) Resignation and Removal of Depositary; the Custodian. The Depositary
may resign as Depositary by 60 days prior written notice of its election to do
so delivered to the Company, or


                                       A-9

<PAGE>

be removed as Depositary by the Company by 60 days prior written notice of such
removal delivered to the Depositary. The Depositary may appoint substitute or
additional Custodians and the term "Custodian" refers to each Custodian or all
Custodians as the context requires.

     (16) Amendment. Subject to the last sentence of paragraph (2), the ADRs and
the Deposit Agreement may be amended by the Company and the Depositary, provided
that any amendment that imposes or increases any fees or charges (other than
stock transfer or other taxes and other governmental charges, transfer or
registration fees, cable, telex or facsimile transmission costs, delivery costs
or other such expenses), or that shall otherwise prejudice any substantial
existing right of Holders, shall become effective 30 days after notice of such
amendment shall have been given to the Holders. Every Holder of an ADR at the
time any amendment to the Deposit Agreement so becomes effective shall be
deemed, by continuing to hold such ADR, 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 Holder of any ADR to surrender such ADR
and receive the Deposited Securities represented thereby, except in order to
comply with mandatory provisions of applicable law. Any amendments or
supplements which (i) are reasonably necessary (as agreed by the Company and the
Depositary) in order for (a) the ADSs to be registered on Form F-6 under the
Securities Act of 1933 or (b) the ADSs or Shares to be traded solely in
electronic book-entry form and (ii) do not in either such case impose or
increase any fees or charges to be borne by Holders, shall be deemed not to
prejudice any substantial rights of Holders. Notwithstanding the foregoing, if
any governmental body or regulatory body should adopt new laws, rules or
regulations which would require amendment or supplement of the Deposit Agreement
or the form of ADR to ensure compliance therewith, the Company and the
Depositary may amend or supplement the Deposit Agreement and the ADR at any time
in accordance with such changed laws, rules or regulations. Such amendment or
supplement to the Deposit Agreement in such circumstances may become effective
before a notice of such amendment or supplement is given to Holders or within
any other period of time as required for compliance.

     (17) Termination. Upon the resignation or removal of the Depositary
pursuant to the Deposit Agreement, the Depositary may, and shall at the written
direction of the Company, terminate the Deposit Agreement and this ADR by
mailing notice of such termination to the Holders at least 30 days prior to the
date fixed in such notice for such termination, which 30 days shall not act to
reduce the 60 days referred to in paragraph (15) above. After the date so fixed
for termination, the Depositary and its agents will perform no further acts
under the Deposit Agreement and this ADR, except to receive and hold (or sell)
distributions on Deposited Securities and deliver Deposited Securities being
withdrawn. As soon as practicable after the expiration of six months from the
date so fixed for termination, the Depositary shall sell the Deposited
Securities and shall thereafter (as long as it may lawfully do so) hold in a
segregated account the net proceeds of such sales, together with any other cash
then held by it under the Deposit Agreement, without liability for interest, in
trust for the pro rata benefit of the Holders of ADRs not theretofore
surrendered. After making such sale, the Depositary shall be discharged from all
obligations in respect of the Deposit Agreement and this ADR, except to account
for such net proceeds and other cash. After the date so fixed for termination,
the Company shall be discharged from all obligations under the Deposit Agreement
except for its obligations to the Depositary and its agents.


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<PAGE>

     (18) Appointment. Each Holder and each person holding an interest in ADSs,
upon acceptance of any ADSs (or any interest therein) issued in accordance with
the terms and conditions of the Deposit Agreement shall be deemed for all
purposes to (a) be a party to and bound by the terms of the Deposit Agreement
and the applicable ADR(s), and (b) appoint the Depositary its attorney-in-fact,
with full power to delegate, to act on its behalf and to take any and all
actions contemplated in the Deposit Agreement and the applicable ADR(s), to
adopt any and all procedures necessary to comply with applicable law and to take
such action as the Depositary in its sole discretion may deem necessary or
appropriate to carry out the purposes of the Deposit Agreement and the
applicable ADR(s), the taking of such actions to be the conclusive determinant
of the necessity and appropriateness thereof.


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