Exhibit 4(a)1





	SHARE PURCHASE AND SALE
AGREEMENT






	This Share Purchase and Sale Agreement dated
November 4, 2002 is executed by and between the following parties:




	I.  -    on the one part, the shareholders listed
below, hereinafter referred to jointly as “Sellers”:




	1.1.  -   FERNÃO CARLOS BOTELHO BRACHER,
Brazilian, married, lawyer, resident and legally domiciled in the City of São
Paulo, State of São Paulo, with offices at Avenida Paulista No. 37, 20th floor,
bearer of Identity Card RG No. 1.309.953/SSP  -  SP and enrolled with the Individual
Taxpayers Register of the Ministry of Finance CPF/MF under No. 004.286.808  -  44 (“FB”);
and




	1.2.  -   ANTONIO BELTRAN MARTINEZ, Brazilian,
married, businessman, resident and legally domiciled in the City of São Paulo,
State of São Paulo, with offices at Avenida Paulista No. 37, 20th floor, bearer of
Identity Card RG No. 1.199.990  -  SSP/SP and enrolled with the Individual Taxpayers
Register of the Ministry of Finance CPF/MF under No. 004.638.098  -  15 (“AB”);




	II.  -    and on the other part, in its capacity of
buyer:




	2.1.  -   BANCO ITAÚ S.A., a financial
institution with its principal place of business in the City of São Paulo, State of
São Paulo, at Praça Alfredo Egydio de Souza Aranha No. 100, Itaúsa Tower,
enrolled with the National Register of Legal Entities of the Ministry of Finance CPF/MF
under No. 60.701.190/0001  -  04, herein represented pursuant to its By  -  Laws (“Itaú”).




	RECITALS




	(1) WHEREAS the Sellers either directly or
indirectly are shareholders of Banco BBA  -  Creditanstalt S.A. (“Banco BBA”),
which capital stock is represented by shares, of which fifty percent (50%) are common
shares and fifty percent (50%) are preferred shares, all of them registered and having
no par value, which on the Closing Date will be distributed as follows, being that the
participation of the Sellers may be held directly or through Holding Companies:






	
      

    
	 
          
      
	  Shareholder	  % of Voting
      Capital	  % of Preferred
      Capital	  % of Total
      Capital	 
          
      

	
      

    
	 	  FB	  11.015	  15.695	  13.355	 
	
      

    
	 	  AB	  5.475	  21.235	  13.355	 
	
      

    
	 	  BBA  -  P	  51.000	    -    -    -  	  25.500	 
	
      

    
	 	  HVB	  32.510	  63.070	  47.790	 
	
      

    
	 	  Total	  100.000	  100.000	  100.000	 
	
      

    















 

	    -  2  -   




	(2) WHEREAS the Sellers either directly or
indirectly are shareholders of BBA Participações S.A. (“BBA  -  P”),
controlling equity holder of Banco BBA, which capital stock is represented by shares, of
which one third (1/3) are common shares and two thirds (2/3) are preferred shares, all
of them registered and having no par value, which on the Closing Date will be
distributed as follows, being that the participation of the Sellers may be held directly
or through Holding Companies:






	
      

    
	 
          
      
	  Shareholder	  % of Voting
      Capital	  % of Preferred
      Capital	  % of Total
      Capital	 
           
      

	
      

    
	 	  FB	  40	  42.500	  41.665	 
	
      

    
	 	  AB	  10	  57.500	  41.665	 
	
      

    
	 	  H  -  E	  50.000	    -    -    -  	  16.670	 
	
      

    
	 	  Total	  100.000	  100.000	  100.000	 
	
      

    


	(3) WHEREAS, subject to the terms and
conditions of this Instrument, the Sellers wish to sell to Itaú the totality of the
common and preferred shares issued by Banco BBA that they will hold on the Closing Date,
either directly or indirectly, as per recital (1) above (jointly, the “Banco BBA
Shares”), with all of their rights and obligations;




	(4) WHEREAS, subject to the terms and
conditions of this Instrument, the Sellers wish to sell to Itaú the totality of the
common and preferred shares issued by BBA  -  P that they will hold on the Closing Date,
either directly or indirectly, as per recital (2) above (jointly, the “BBA  -  P Shares”),
with all of their rights and obligations;




	(5)  WHEREAS, subject to the terms and
conditions of this Instrument, Itaú wishes to purchase from the Seller  the Banco
BBA Shares and the BBA  -  P Shares, with all of their rights and obligations.




	NOW THEREFORE, the parties hereto have agreed to
enter into to this Share Purchase and Sale Agreement (the “Purchase and Sale
Agreement” or the “Instrument”), which shall be governed by the following
articles and conditions:



























 
	 	   -  3  -   




	I.  -    DEFINITIONS




	1.1.  -    Each one of the expressions indicated
below with upper case initials is used in this Purchase and Sale  Agreement in the
singular or plural forms, as the case may be, with the corresponding meaning ascribed to
them in  the article of this Instrument indicated next to the relevant expression:





	 Expression	    	 Article
	 AB		 Preamble 1.2
	 Banco BBA Shares		 Recital (3)
	 BBA  -  P Shares		 Recital (4)
	 Traded Shares		 Article 2.1
	 Banco BBA Shareholders Agreement		 Article 6.2(a)
	 Arbitrator		 Article 1.2
	 Itaú Corporate Assets		 Article 10.3
	 Banco BBA		 Recital (1)
	 Central Bank		 Article 1.2
	 BBA  -  P		 Recital (2)
	 BBP		 Article 1.2
	 CDI		 Article 1.2
	 Committee		 Article 16.1
	 Conditions Precedent		 Article 5.1
	 Memo Account		 Article 1.2
	 Memo Account   -   Treasury Results		 Article 19.3
	 Memo Account   -   Potential 		 Article 13.2
	 Memo Account   -   Potential   -   BBA		 Article 13.4
	 Memo Account   -   Potential   -   Itaú 		 Article 13.4
	 Memo Account   -   Realized 		 Article 13.2
	 Memo Account   -   Realized   -   BBA		 Article 13.4
	 Memo Account   -   Realized   -   Itaú		 Article 13.4
	 Contingency		 Article 1.2
	 Purchase and Sale Agreement		 Preamble
	 Controlled Subsidiary		 Article 1.2
	 Equity Control		 Article 1.2
	 Credits		 Article 1.2
	 BBA Selected Credits		 Article 11.3
	 Itaú Selected Credits		 Article 11.6
	 Closing Date		 Article 6.1
	 Treasury Deficit		 Article 1.2
	 Subordinated Debt		 Article 1.2
	 BBA Companies		 Article 1.2
	 FB		 Preamble 1.1
	 Fináustria		 Article 1.2
	 Closing		 Article 6.1
	 H  -  E		 Article 1.2
	 HVB		 Article 1.2
	 IGP  -  M		 Article 1.2
	 Confidential Information		 Article 20.4
	 Instrument		 Preamble
	 Asset Shortages		 Article 1.2
	 Itaú		 Preamble 2.1
	 Corporations Law		 Article 1.2
	 Parameter		 Article 1.2
	 Fixed Portion of the Purchase Price		 Article 3.1(a)
	 Variable Portion of the Purchase Price		 Article 3.1(b)














	 	       -  4  -  







	 Liability Shortages	  	 Article 1.2
	 Threshold		 Article 1.2
	 Required Equity		 Article 1.2
	 Transition Period		 Article 18.1
	 Purchase Price		 Article 3.1
	 Treasury Results		 Article 19.1
	 Credit Balance   -   Itaú		 Article 16.15
	 Credit Balance   -   Sellers		 Article 16.15
	 Holding Companies		 Article 2.3
	 Subsidiary		 Article 1.2
	 Treasury Surplus		 Article 1.2
	 Asset Overages		 Article 1.2
	 Liability Overages		 Article 1.2
	 Foreign Exchange Rate		 Article 1.2
	 Referential Treasury Rate		 Article 1.2
	 Treasury Results Rate		 Article 1.2
	 Pledged Amount		 Article 17.2
	 Retained Amount		 Article 19.6
	 Guarantee Referential Amount		 Article 17.4
	 Total Amount of Contingencies		 Article 4.5
	 Sellers		 Preamble I



	1.2.  -    The following expressions are used in
this Purchase and Sale Agreement in the singular or plural forms,  as the case may be,
with the meanings ascribed to them in this Article, to wit:





	 Arbitrator	   	 One or more of the following persons, chosen
      by Itaú and by the Sellers according to the following rules:
				
			 (a)   the persons indicated
      are: Drs. Luiz Nelson Guedes de Carvalho, Eliseu Martins, Sérgio
      de Iudícibus, Yoshiaki Nakano and Francisco Sylvio de Oliveira Mazzucca;
				
			 (b)   the Arbitrator(s) shall
      be chosen by mutual agreement between Itaú and the Sellers;
				
			 (c)   in the event that there
      is no agreement, the Arbitrator(s) shall be chosen by lottery, from among
      the named persons, with due regard for the criterion of the greatest specialization
      in the field under discussion; the lottery shall be drawn in the presence
      of the representatives of the Sellers on the one part and of Itaú
      on the other part, while observing that:
				
			  	 (i)  for individual divergences
      deemed to be equal or greater than R$ 50 million, all of the persons indicated
      shall act jointly as Arbitrators;














 
	 	   -  5  -   




				 (ii)  for individual or joint divergences
      deemed to be between R$ 20 million and R$ 50 million, the arbitration shall
      be conducted by three (3) Arbitrators;
				
				 (iii)  for individual or joint divergences
      deemed to be up to R$ 20 million, the arbitration shall be conducted by
      one (1) Arbitrator;
				
				 (iv)  conduction by Arbitrators,
      either individually or in a group of three (3), is limited to solution of
      divergences up to a total amount of R$ 150 million, and when such amount
      is reached all of the persons indicated shall act as Arbitrators;
				
			 (d)   in the case of conduction
      of the arbitration by collegiate, the Arbitrators shall seek a decision
      by consensus, however if this is not possible they shall decide by majority
      vote;
				
			 (e)   any one of the persons
      indicated that may be acting as an executive of a financial institution
      is forbidden to act as an Arbitrator on the terms of this Instrument; and
				
			 (f)   in the event of impediment
      of, or refusal by, an Arbitrator, his/her replacement shall be chosen by
      the parties; in the absence of consensus the choice shall be made by way
      of a lottery.
	 	 	 
	 Central Bank		 The Central Bank of Brazil or any governmental
      authority that may succeed it in respect of its attributions.
	 	 	 
	 BBP		 Price Base Balance Sheet, consisting of: (a)
      the balance sheet of BBA - P and (b) the consolidated balance sheet of Banco
      BBA, all of which prepared based on the period ended September 30, 2002
      and audited, the non - audited versions of which are attached to this Purchase
      and Sale Agreement as an Exhibit to Article 8.14. The audited versions
      shall be delivered to Itaú within thirty (30) days from the date
      of execution of this Instrument, replacing the non - audited versions of
      the mentioned exhibit.
	 	 	 
	 CDI		 Interest rate for Interbank Deposit Certificates,
      calculated by using the average daily rate for interbank deposits known
      as "DI Rate - extra - group transactions", expressed as an annual
      percentage based on a year of 252 days, calculated and announced daily by
      the Securities Custody and Settlement Center (local acronym















 
	 	   -  6  -   




			 CETIP),
      or another referential rate of the National Financial System that may replace
      it.
	 	 	 
	 Memo Account		 Each of the memo accounts referred to in Section
      XIII of this Purchase and Sale Agreement, established for calculation and
      monitoring the parties’ obligation of indemnifying, with due regard
      for the provisions of Section XII of this Purchase and Sale Agreement.
	 	 	 
	 Contingency		 Any obligation of the BBA Companies of a legal,
      tax, labor - related, social security - related or civil nature, or of any
      other nature, not recorded in accounting, or with insufficient provision
      on the date of the BBPs, as well as (a) any unsubstantial or overvalued
      asset on the date of the BBPs, except for tax credits shown in the BBPs
      which shall be accepted at their book value, according to a study delivered
      to Itaú on the date of this Instrument, with the purpose of demonstrating
      that such credits are in condition to be realized by Banco BBA within an
      average period of up to five (5) years, (b) any other off - balance - sheet
      risk not adequately reflected in accounting, and (c) an error or failure
      in recording expenses or obligations on the date of the BBPs; all of which
      in accordance with Brazilian generally accepted accounting criteria and
      practices and with applicable rules of the Central Bank or of other official
      regulatory agencies, consistent with previous periods.
	 	 	 
	 Controlled Subsidiary		 A party the Equity Control of which is held
      by another party.
	 	 	 
	 Equity Control		 A situation whereby one party (a) holds the
      equity control of another party, as defined in Article 116 of the Corporations
      Law, or (b) has the power to (i) control the business decisions, management
      and strategies of another party or (ii) elect the majority of the members
      of the administrative bodies of another party.
	 	 	 	 
	 	 	 
	 Credits		 All asset transactions carried out by the
      BBA Companies or transferred by Itaú to Banco BBA, comprising not
      only typical loan transactions in all of their categories but also other
      transactions that evidence or characterize the granting of credit to third
      parties or any risk















 
	 	 - 7 -  




			 transactions
      with clients, including among others direct credits, derivative credits,
      disbursements or disbursement commitments, including those undertaken for
      pledged guarantees.
	 	 	 
	Treasury Deficit	 	During any period of assessment, an amount that
      is less than the Parameter, calculated by comparing the Parameter with the
      actual results of Banco BBA treasury transactions.
	 	 	 
	 Subordinated Debt		 A subordinated debt to be issued by Itaú,
      by means of a Bank Deposit Certificate (local acronym CDB), with a maturity
      term of five (5) years, payable in one lump sum, to be restated by CDI.
	 	 	 
	 BBA Companies		 BBA - P and its Subsidiaries which shall be
      part of the business transaction that is subject - matter of this Instrument,
      and Banco BBA and its Subsidiaries, all of them exhaustively listed in the
      Exhibit to Article 1.2.
	 	 	 
	  Fináustria		  Fináustria Participações
      Ltda.
	 	 	 
	  H - E		  BBA - Creditanstalt HE Participações
      S.A.
	 	 	 
	  HVB		  Bayerische Hypo - und Vereinsbank Aktiengesellschaft
	 	 	 
	 IGP - M		 General Market Price Index published by the
      Getúlio Vargas Foundation (local acronym FGV) or, in the event that
      such index is no longer published, the general price index that best reflects
      price variations in the period, as agreed upon by the parties.
	 	 	 
	 Asset Shortages		 The differences that are short of the amounts
      (a) of assets assessed directly or indirectly in the BBPs that may result
      in (i) total or partial non - existence or non - realization of the amount
      of the Selected Credits of BBA, after taking into account the existing provisions
      accrued on such Credits; and (ii) non - existence or eviction of assets
      and rights; (b) of the Selected Credits of Itaú that derive from
      the non - existence thereof or from total or partial non - realization;
      as well as (c) of those related to the minimum spreads on the terms of Articles
      10.4 and 10.5. In relation to Fináustria and its Subsidiaries a percentage
      of seventy - one - point - 















 
	 	   -  8  -   




			nine - nine
      - nine - three (71.9993%) shall be applied on the amounts assessed on the
      terms of the previous sentence.
	 	 	 
	 Corporations Law		 Law No. 6.404, of December 15,
      1976, as amended.
	 	 	 
	 Parameter		 Results from treasury transactions
      that in any calculation period correspond to the amount arrived at by applying
      the Treasury Results Rate on Required Equity.
	 	 	 
	 Liability Shortages		 The differences short of the amounts
      calculated in the BBPs relative to the liabilities of the BBA Companies,
      deriving from facts or acts, either omissive or active, occurring up to
      the date of the BBPs, that are not demandable until the expiration of their
      respective statutes of limitations, or that are settled by amounts that
      are less than the relevant book values or of those recorded in the correspondent
      provisions. In relation to Fináustria and its Subsidiaries a percentage
      of seventy - one - point - nine - nine - nine - three (71.9993%) shall be
      applied on the amounts assessed on the terms of the previous sentence.
	 	 	 
	 Threshold		 The result from treasury transactions
      that in any period of assessment corresponds to the amount arrived at by
      applying the CDI variation on Required Equity, without deducting taxes.
	 	 	 
	 Required Equity		 The referential equity effectively
      used for treasury transactions, calculated according to Central Bank rules
      for calculation of the Basel index, so as to result monthly in an index
      equivalent to the minimum required by the Central Bank, plus ten percent
      (10%). The Required Equity for the period shall be the average referential
      equity as calculated monthly.
	 	 	 
	 Subsidiary		 In respect of any legal entity,
      a legal entity directly or indirectly Controlled by such legal entity.















 
	 	   -  9  -   





	 Treasury Surplus		 During any period of assessment, an amount
      that is greater than the Parameter, calculated by comparing the Parameter
      with the actual results of Banco BBA treasury transactions.
	 	 	 
	 Asset Overages		 The differences that are over (a) the amounts
      of assets calculated in the BBPs deriving from (i) Credits of which the
      BBA Companies are holders and that are not included in the BBPs; (ii) Credits
      for which a bad debts provision has been accrued in the BBPs which realization
      amount exceeds the net book value of the correspondent provision; (iii)
      Credits that on the date of the BBPs have been written off as losses and
      that may be realized, wholly or in part; (iv) collections in excess of restatement
      by the corresponding Treasury Referential Rate for the BBA Selected Credits;
      and (v) assets and rights of which the BBA Companies are holders and that
      are not included in the BBPs; as well as (b) the amounts that derive (i)
      from Itaú Selected Credits that have been written off as losses and
      that may be realized, wholly or in part; (ii) collections in excess of restatement
      calculated according to the corresponding Treasury Referential Rate for
      the Itaú Selected Credits; and (c) the amounts that derive from recovery
      of Liability Overages previously entered in Memo Account - Realized - BBA
      or in Memo Account - Realized - Itaú. In relation to Fináustria
      and its Subsidiaries a percentage of seventy - one - point - nine - nine
      - nine - three (71.9993%) shall be applied on the amounts assessed on the
      terms of the previous sentence.
	 	 	 
	 Liability Overages		 The differences that are over the amounts
      (a) of liabilities included directly or indirectly in the BBPs, deriving
      (i) from the existence of charges, losses or burdens of the BBA Companies,
      resulting from facts or acts, either omissive or active, occurring up to
      the date of the BBPs, that are not recorded in the BBPs or for which the
      provisions included in the BBPs are less than the amounts actually owed,
      taking into account in this case only the amounts that exceed the existing
      provisions; and (ii) from the existence of obligations or contingencies
      of any nature of the BBA Companies that result from facts or acts, either
      omissive or active, occurring up to the date of the BBPs, and that are not
      recorded in the BBPs, 















 
	 	   -  10  -   




			or for which
      the provisions included in the BBPs are less than the amounts actually owed,
      in this case according to the exceeding amounts; as well as (b) liabilities
      originating from Itaú Corporate Assets. In relation to Fináustria
      and its Subsidiaries a percentage of seventy  -  one  -  point  -  nine  -  nine  -  nine  -  three
      (71.9993%) shall be applied on the amounts assessed on the terms of the
      previous sentence.
				
	  Foreign Exchange Rate		  The average purchase and selling rates for
      U.S. dollars in the commercial foreign exchange market, applicable on a
      given date, as published by the Central Bank through its Information System
      (local acronym SISBACEN), Transaction PTAX  -  800, Option 5, in respect of
      trading carried out on the previous business day.
				
	  Treasury Referential Rate		  The funding cost attributed individually
      to each Credit by the treasury of Banco BBA upon granting thereof, or the
      funding cost provided by the treasury of Itaú upon transfer of the
      Itaú Corporate Assets, plus a spread of two percent (2%) per annum,
      or the implicit spread, whichever is less, but in any event not less than
      one  -  point  -  two  -  five percent (1.25%) per annum.
				
	  Treasury Results Rate		  Corresponds to CDI plus four percent (4%)
      per annum.




	1.3.  -    The cross  -  references made in this
Purchase and Sale Agreement, unless otherwise indicated, are in  respect of Articles and
Sections of this Purchase and Sale Agreement.




	II.  -    PURCHASE AND SALE OF BANCO BBA SHARES
AND BBA  -  P SHARES




	2.1.  -   Subject to the terms and conditions of
this Purchase and Sale Agreement, the Sellers sell to Itaú and Itaú purchases
from the Sellers, together, the Banco BBA shares and the BBA  -  P shares (hereinafter
referred to jointly as the “Traded Shares”), with all of the rights and
obligations that they represent, with due regard for the provisions of Articles 2.3 and
2.4, for the Purchase Price specified in Section III.




	2.2.  -    The actual transfer of property of the
Traded Shares from the Sellers to Itaú shall occur on the Closing  Date, as defined
in Article 6.1.




	2.3.  -   The delivery of the Traded Shares may be
effected by means of transfer of holding companies (“Holding Companies”) by
the Sellers to Itaú that on the Closing Date are the holders of the Traded Shares,
provided that:



















 
	 	   -  11  -   




	(a)  the Holding Companies are companies that
have been recently incorporated, the only assets of which are  the Traded Shares, and
which companies have no liabilities; and




	(b)  the process for the incorporation of the
Holding Companies has been previously discussed by the Sellers  with Itaú.




	2.4.  -    The bonus for the top executives of Banco
BBA for the current six  -  month period shall be paid following  the procedure applied in
previous six  -  month periods, this obligation being a constituent and essential part of
this business transaction.




	III.  -    PURCHASE PRICE




	Purchase Price




	3.1.  -   The purchase price (“Purchase Price”)
for the Traded Shares, irrespective of type, shall be the result of the algebraic sum of
the following:




	(a) a fixed portion, referred to as “Fixed
Portion of the Purchase Price”; and




	(b) a variable portion, referred to as “Variable
Portion of the Purchase Price”.




	3.2. - The Fixed Portion of the Purchase Price is the total
      amount of one billion, four hundred and thirty - two million, four hundred
      and ninety - eight thousand Reais (R$ 1,432,498,000.00), subject
      to a possible adjustment resulting from the audit of the BBPs.




	3.3.  -    The Variable Portion of the Purchase
Price shall be the result of the algebraic sum of the following:




	(a)  any Credit Balance   -   Itaú or Credit
Balance   -   Sellers deriving from assessment of the Memo Account, on  the terms of Article
16.16 and 16.17, respectively; and




	(b)  any credit balance in favor of Itaú or
of the Sellers in the Memo Account   -   Treasury Results, pursuant  to Section XIX, as well
as the Treasury Results paid pursuant to Article 19.7.




	Payment Terms





	3.4.  -   The Fixed Portion of the Purchase Price shall be
      paid in the form stipulated below: 



	(a) upon compliance with the necessary legal formalities,
      which process shall not exceed a term of five (5) days following the homologation
      by the Central Bank of the increase of capital stock of Itaú, the amount
      of four hundred and seventy - six million, thirty - six thousand Reais
      (R$ 
























 
	 	   -  12  -   




	476,036,000.00) shall be paid upon delivery to
the Sellers of three billion, twelve million, eight hundred and eighty  -  eight thousand
(3,012,888,000) preferred  shares issued by Itaú, free and clear of any liens, which
quantity shall be adjusted as a result of any split or  grouping of Itaú shares, or
of any event of a similar nature that should occur prior to the Closing Date;




	(b) on the Closing Date, the amount of four hundred and fifteen
      million, two hundred and eighty - seven thousand Reais (R$ 415,287,000.00),
      restated between the date of the BBPs and the date of payment according
      to the variation of the CDI, to be paid in cash by means of credit to the
      accounts of the Sellers as indicated in advance by the latter to Itaú;
      and




	(c) on the Closing Date, the amount of five hundred and forty
      - one million, one hundred and seventy - five thousand Reais (R$
      541,175,000.00), restated between the date of the BBPs and the date of payment
      according to the variation of the CDI, to be paid in cash for simultaneous
      investment by the Sellers of the same amount for purchase of securities
      representing the Subordinated Debt of Itaú.




	3.4.1.  -  Itaú shall promptly proceed with the
legal formalities that are required by Article 3.4 (a) and shall  take all the necessary
or convenient actions for such purpose, so that the preferred shares issued by Itaú can
be  delivered to the Sellers as soon as possible following the Closing Date.




	3.5.  -    The Variable Portion of the Purchase
Price shall be settled in the form provided for in Articles 16.14  to 16.18 and in
Section XIX.




	3.6.  -    The Purchase Price to be paid by Itaú shall
be attributed to the Sellers in proportion to the quantity  of Banco BBA Shares and BBA  -  P
Shares sold by each one of them.




	3.7.  -    In the event that the delivery of the
Traded Shares is carried out by means of transfer from the Sellers  to Itaú of the
Holding Companies, the Purchase Price shall be allocated in proportion to the equity
interest  represented by the mentioned Holding Companies.




	IV.  -    DUE DILIGENCE




	4.1.  -    In the forty  -  five (45) days following the
date of execution of this Purchase and Sale Agreement Itaú shall conduct a due
diligence in the BBA Companies, requiring that the Sellers ensure that the BBA Companies
provide reasonable unrestricted access to all of the books, records, documents and
information necessary to  conduct the due diligence, as well as to any legal or
administrative proceedings to which the BBA Companies may  be parties. Itaú agrees
to conduct the due diligence in a form that does not jeopardize or interfere with the
normal course of business of the BBA Companies.
























 
	 	   -  13  -   




	4.2.  -    Itaú shall exert all reasonable
efforts to complete the due diligence within a period less than that  specified in
Article 4.1 and shall maintain the Sellers continually informed as to the progress of the
tasks.




	4.3.  -    At the end of the due diligence on the
terms of Articles 4.1 and 4.2, Itaú shall deliver to the Sellers  a report
presenting an individualized and detailed description of the Contingencies ascertained,
including the  individual amount and the total amount of such Contingencies.




	4.4.  -    Within thirty (30) days following the
delivery of the report referred to in Article 4.3, the Sellers  shall examine the report,
with Itaú remaining available for joint discussion with the Sellers of any of the
Contingencies reported and amounts attributed thereof.




	4.5.  -   In the ensuing period of fifteen (15)
days, the Sellers and Itaú shall discuss in good faith the content of the report
and shall determine by mutual agreement the actual total amount of all of the
Contingencies ascertained (the “Total Amount of Contingencies”).




	4.6.  -    In the event that it is not possible to
arrive at an agreement within the deadline established in  Article 4.5, the impasse
concerning the actual Total Amount of the Contingencies shall be submitted to an
Arbitrator, on the terms of Law No. 9307 of September 23, 1996, according to the
following rules:




	(a)  the arbitration shall be conducted by the
Arbitrator(s) in the Portuguese language in the City of São  Paulo and shall have as
its subject  -  matter solely the determination of the individual amounts of the
Contingencies in respect of which the parties have failed to arrive at an agreement;




	(b)  the amount of each Contingency in respect
of which the parties have failed to arrive at an agreement  shall mandatorily be
established by the Arbitrator(s) in the interval between the amount ascertained by Itaú and
the amount ascertained by the Sellers for the relevant Contingency;




	(c)  if necessary, the Arbitrator(s) may be
counseled by experts of their choice in the fields of law,  accounting and auditing   -
provided that they are independent in respect of the Sellers and of Itaú   -   with
expenses for such expert being borne by the parties on the terms of item (g) of this
Article;




	(d)  if due to the amount involved the matter is
subject to resolution by all of the Arbitrator(s), at the  request of any of the parties
the Arbitrator(s) shall consult a specialist on the matter in the discussion,  chosen by
mutual agreement between Itaú and the Sellers; in the absence of consensus the
choice shall be by  lottery, with the expenses with such specialist being borne by the
parties on the terms of item (g) of this  Article




	(e)  the arbitration decision shall take into
account not only rules of law, but also of equity, custom and  usage in the financial
market and generally accepted accounting principles;























 
	 	   -  14  -   




	(f)  the decision shall be rendered within
thirty (30) days counting from the institution of the arbitration,  which period may by
consensus of the parties be extended whenever necessary;




	(g)  the expenses incurred with arbitration, as
well as the fees of the Arbitrator(s), shall be borne by the  parties in proportion to
their respective losses in the dispute; and




	(h)  the arbitration decision shall be binding
upon the parties and may not be revised other than as to its  formal aspects.




	4.7.  -    If the Total Amount of the Contingencies
is equal to or greater than fifty percent (50%) of the net  equity of the BBA Companies
as assessed in the BBPs, this Purchase and Sale Agreement may be terminated by Itaú by
giving written notice to the Sellers within ten (10) days from the date of assessment of
the Total Amount of  the Contingencies on the terms of Articles 4.5 and 4.6.




	4.8.  -    For better clarity, the parties hereby
represent that the conduction of the due diligence has the  purpose of determining the
Total Amount of the Contingencies for the purpose of  Article 4.7, which shall not
operate as a basis for revision of the Purchase Price established in Section III.




	V.  -    CONDITIONS PRECEDENT




	5.1.  -   The Closing (as defined in Article 6.1)
and the occurrence of the events described in Article 6.2 shall be preceded by the
implementation or verification of the following suspensive conditions (the “Conditions
Precedent”):




	(a)  the obtainment of authorization by the
Central Bank to complete the business transactions contemplated  in this Instrument;




	(b)  the effective purchase and sale transaction
by which Itaú shall purchase on the Closing Date the equity  interests held by HVB
in the BBA Companies; and




	(c)  that the due diligence provided for in
Section IV has been completed, whereby the amount provided for in  Article 4.7 has not
been reached or surpassed and, in this case, without Itaú having exercised the
option  provided for in Article 4.7.




	VI.  -    CLOSING OF THE PURCHASE AND SALE




	6.1.  -   The closing of the purchase and sale as
provided for in this Purchase and Sale Agreement (the “Closing”) shall occur
on the fifth (5th) business day following the date on which the Conditions Precedent have
been complied with (the “Closing Date”), at the headquarters of Banco BBA at
Avenida Paulista No. 37, 20th floor, at 12:00 noon, or in any other place and time
mutually agreed upon by the parties.




	6.2.  -    The following events shall occur
simultaneously upon Closing:
























 
	 	   -  15  -   




	(a) transfer to Itaú of title to equity
interests held by HVB in the BBA Companies, with the consequent termination of the
Shareholders Agreement executed on July 25, 1988 among HVB, BBA  -  P, FB and AB, as amended
(“Banco BBA Shareholders Agreement”);




	(b)  payment of the Fixed Portion of the
Purchase Price, as stipulated in Articles 3.4(b) and (c);




	(c)  transfer to Itaú of title to Banco BBA
Shares and BBA  -  P Shares through the drawing up and signing of the  proper instruments of
transfer for the Banco BBA Shares and the BBA  -  P Shares in the “Register Books for
Transfer  of Registered Shares” of Banco BBA and of BBA  -  P, at the same time giving
rise to registration of Banco BBA Shares  and of BBA  -  P Shares as property of Itaú in
the “Register Book for Transfer of Registered Shares” of Banco BBA and  of
BBA  -  P;




	(d) execution of the BBA  -  P Shareholders
Agreement, on the terms of the Exhibit to Article 6.2(d);




	(e) execution of the H  -  E Shareholders
Agreement, on the terms of the Exhibit to Article 6.2(e);




	(f) execution of the Agreement for the Pledge
of the Securities Representing the Subordinated Debt, on the terms of Exhibit to Article
17.3(a);




	(g) execution of the Agreement for Pledge of
the Shares of H  -  E, if applicable, on the terms of the Exhibit to Article 17.3(b);




	(h) occurrence of a Special Shareholders’ Meeting
      of BBA  -  P in order to proceed with (i) the amendments to its By  -  Laws on the
      terms of Exhibit to Article 6.2(h), and (ii) election and investiture
      of the new Executive Officers of BBA  -  P, on the terms of Article 8.3 of the
      BBA  -  P Shareholders Agreement;




	(i) occurrence of a Special Shareholders’ Meeting
      of Banco BBA in order to proceed with (i) the amendments to its By  -  Laws
      on the terms of Exhibit to Article 6.2(i), with the extinction of
      the Advisory Board, and (ii) election of the members of its Board of
      Directors, on the terms of Articles 5.3 and 5.4 of the BBA  -  P Shareholders
      Agreement; and




	(j)  occurrence of a meeting of the Board of
Directors of Banco BBA to elect the Executive Officer for  Controllership, on the terms
of Article 5.21 of the BBA  -  P  Shareholders Agreement.




	VII.  -    REPRESENTATIONS AND WARRANTIES OF THE
SELLERS CONCERNING THEMSELVES






















 
	 	   -  16  -   




	The Sellers hereby jointly grant to Itaú the
representations and warranties below concerning themselves, which  comprise the
corresponding exhibits, that they represent as being correct and true on this date and
that will  continue to be as such on the Closing Date, to which they shall survive.




	7.1.  -    The Sellers have all the powers,
authority and legal capacity that are necessary to execute this  Instrument, to carry out
the transactions contemplated hereunder and to comply with all of their obligations on
the terms of this Purchase and Sale Agreement. This Instrument is being duly and validly
executed by the Sellers.  This Instrument constitutes a legal, valid and binding
obligation of the Sellers, enforceable upon each one of  them in accordance with its
relevant terms.




	7.2.  -   Except for the prior approval by the
Central Bank referred to in Article 5.1 (a) and, if necessary, authorization by other
proper authorities, the execution, formalization and performance of this Purchase and
Sale Agreement by the Sellers (i) do not require any authorization from or registration
with any third parties, including governmental agencies, administrative offices and
authorities; (ii) do not violate, conflict with or characterize default or early
maturity of any security, note, mortgage, deed of issuance, license, agreement, or any
other instrument or obligation to which the Sellers are parties or in respect of which
any of their relevant property or assets may be bound by, except as provided in the
Exhibit to Article 7.2(ii); and (iii) do not violate any law, rule, regulation, decision
or decree of any governmental authority or agency, including the Central Bank.




	VIII.  -  REPRESENTATIONS AND WARRANTIES OF THE
SELLERS CONCERNING THE BBA COMPANIES




	The Sellers hereby jointly grant to Itaú the representations
      and warranties below concerning the BBA Companies, which comprise the corresponding
      exhibits, that they represent as being correct and true on this date and
      that shall continue to be as such on the Closing Date, to which they shall
      survive. The representations and warranties concerning the BBA Companies
      also comprise, mutatis mutandis, all of the Holding Companies in
      the case provided for in Article 2.3.




	INCORPORATION AND SITUATION OF THE BBA
COMPANIES




	8.1.  -    The BBA Companies have been duly
incorporated, are validly existent and are in good standing on the  terms of the
legislation of their country of incorporation, including as regards Central Bank rules,
if  applicable, and have been registered with all of the agencies, commercial registries
and proper federal, state  and municipal administrative offices.




	8.2.  -    The BBA Companies have all powers that
are necessary for the conduction of their business transactions  such as presently
conducted.






















 
	 	   -  16  -   




	8.3.  -    The accounting books of the BBA Companies
follow legal formalities and are in perfect order, having been  recorded according to the
accounting principles generally accepted in Brazil or in their country of incorporation
and, if applicable, to the rules of the Central Bank, applied in a consistent form.




	8.4.  -    All of the BBA Companies’ Credits
and relevant guarantees exist, have been duly recorded in accounting,  have been
formalized and are payable at their contractual value, except in respect of vices or
irregularities  that do not affect the collection or realization of the Credit, on the
terms of Article 16.4.




	8.5.  -    All of the goods and other rights
recorded in the accounting of the BBA Companies exist and the BBA  Companies are the
legitimate owners of such goods and rights.




	8.6.  -    All of the obligations of any nature of
the BBA Companies are recorded in the accounting of the BBA  Companies according to
applicable rules and to the accounting principles generally accepted in Brazil or in
their  country of incorporation.




	8.7.  -    All charges, risks, obligations and
contingencies deriving from facts or acts, either omissive or  active, occurring up to
the date of the BBPs, are provisioned in such balance sheets with observance of
applicable legal rules and of generally accepted accounting principles, as well as any
rules in force issued by  the proper authorities or agencies, including the National
Monetary Council, the Central Bank and the Securities  Commission, whenever appropriate.




	TITLE TO THE SHARES




	8.8.  -   Except as provided for in the Banco BBA
Shareholders Agreement and in the BBA  -  P Shareholders Agreement currently in force, the
BBA  -  P Shares and the Banco BBA Shares are free and clear of any liens, encumbrances,
debts, doubts or charges of any kind, and there is no agreement, commitment or obligation
that has been executed or undertaken by the Sellers with third parties relative to the
sale, assignment, transfer or any other form of disposal or encumbrance of the BBA  -  P
Shares and the Banco BBA Shares. The Sellers are and shall be the lawful owners of the
BBA  -  P Shares and Banco BBA Shares. All of the securities representing shares or that
could be converted into shares issued by BBA  -  P or by Banco BBA that are effective or
outstanding on the date of execution of this Purchase and Sale Agreement are listed in
the Exhibit to Article 8.8.




	ASSETS




	8.9.  -    The BBA Companies are the lawful owners
of all of the assets reflected in their financial statements,  which assets are free and
clear of any liens, encumbrances, debts, doubts or charges, except as applicable in the
normal course of business.




	TAX, LABOR AND SOCIAL SECURITY MATTERS
























 
	 	   -  18  -   




	8.10.  -  The BBA Companies have complied with all
of their obligations of a tax nature, having presented whenever  due all of the tax
returns required by applicable legislation, and have paid any and all federal, state or
municipal tributes, taxes, fees, charges and social contributions, or other governmental
charges, for which they  were, are or may be liable for, up to the Closing Date.




	8.11.  -  The BBA Companies have complied with all
of their obligations of a labor and social security  -  related  nature, having presented
whenever due all of the declarations required by applicable legislation and have paid
any and all amounts and charges for which they were, are or may be liable for, up to the
Closing Date.




	LITIGATION




	8.12. - All actions, claims, proceedings or investigations,
      whether administrative or judicial, brought against the BBA Companies, amounting
      to more than four hundred thousand Reais (R$ 400,000.00) each, are
      listed in the Exhibit to Article 8.12.




	LIABILITIES FOR GUARANTEES AND OBLIGATIONS




	8.13.  -  All liabilities for guarantees and
obligations and other commitments of any nature undertaken by the BBA  Companies are duly
recorded in accounting according to applicable rules and the accounting practices
generally  accepted in Brazil and in their country of incorporation, as the case may be.




	FINANCIAL STATEMENTS




	8.14.  -  The Exhibit to Article 8.14 contains the
BBPs, which have been correctly prepared according to the accounting principles
generally accepted in Brazil and in the country of incorporation of the correspondent
company, and according to legislation emanated from the proper authorities, applied in a
form that is consistent with previous and audited periods.




	RELEVANT AGREEMENTS




	8.15.  -  Except for corporate acts and other
related documents concerning the BBA Companies, to be formalized by the Sellers up to
the Closing Date so as to attain the equity participation established in Recitals (1) and
(2) above, the Exhibit to Article 8.15 contains a list of the following non  -  operating
agreements executed by any one of the BBA Companies, currently in effect or that could
generate obligations for the BBA Companies for an individual amount equal to or greater
than one million Reais (R$ 1,000,000.00):




	(a)  involving the acquisition or sale of
permanent assets;





















 
	 	   -  19  -   




	(b)  involving the acquisition or sale of equity
interest or business; and




	(c)  that require the BBA Companies to invest or
divest.




	8.15.1.  -  The Exhibit to Article 8.15 further
includes any agreement for association, consortium or shareholders/quotaholders
agreements that could generate a substantial impact on the equity of the BBA Companies.




	NO VIOLATIONS; CONFLICTS




	8.16.  -  The execution, formalization and performance of this
      Purchase and Sale Agreement by the Sellers (i) does not violate, conflict
      with or characterize default or early maturity of any security, note, mortgage,
      deed of issuance, license, agreement, or another Instrument or obligation
      to which the BBA Companies are parties or in respect of which any of their
      relevant property or assets may be bound by, except as provided in the Exhibit
      to Article 8.16(i); (ii) does not violate any law, rule, regulation,
      decision or decree of any governmental authority or agency, including the
      Central Bank; and (iii) does not result in the creation of any liens or
      encumbrances of any kind on the property or assets of the BBA Companies
      or on the BBA  -  P Shares and the Banco BBA Shares, except as in respect of
      the Banco BBA Shareholders Agreement and the BBA  -  P Shareholders Agreement
      currently in force, which shall be terminated up to the Closing Date.




	COMPLIANCE WITH THE LAW




	8.17.  -  The BBA Companies have complied with all
laws, rules, regulations, decisions, decrees and ordinances that  may be applicable to
them or to the operation of their business, including, if applicable, regulations issued
by  governmental authorities or agencies, including the National Monetary Council, the
Central Bank and the  Securities Commission. The BBA Companies are not subject to any
order or warrant issued by governmental  authorities that could cause a relevant adverse
effect on the businesses or the financial situation of the BBA  Companies.




	NO CHANGES




	8.18.  -  Except  for corporate  acts and other
related  documents  concerning  the BBA Companies to be formalized by  the Sellers up to
the Closing  Date so as to attain the equity  participation  established  in Recitals (1)
and (2)  above,  as from  September 30, 2002: (a) there has been no  significant  adverse
change in the business,  assets or  situation of the BBA Companies;  (b) the BBA
Companies have conducted  their business in their normal course and in  a manner that is
consistent  with  previous  practices;  and (c) the BBA  Companies  have not performed
any of the  following  acts  that  could  generate  a 























 
	 	   -  20  -   




	substantial  impact  on the net  worth of the
BBA  Companies,  except as  confirmed in writing as being of knowledge to Itaú:




	(a)  declared or paid any dividend or other
distribution, stock dividend or effected other payments related  to any of their shares,
nor have carried out share splits or groupings, except for the payments already
provisioned in the BBPs or provided for in this Instrument;




	(b) have suffered any damage, destruction or substantial
      loss of any asset or right that they possess, or that are used in their
      businesses, involving an aggregate amount equal to or greater than one million
      Reais (R$ 1,000,000.00);




	(c)  have implemented any changes in their
accounting methods or practices;




	(d)  except as in the normal course of business,
in a form that is consistent with previous adopted  practices, or except due to a legal
requirement, have not executed, adopted or altered in a relevant form any  plan,
guideline, agreement or covenant in favor of any of its shareholders, officers or
employees, which could  have as subject  -  matter employment relationship, consulting,
rendering of professional services, change of  control, collective bargaining labor
agreement, bonus or other incentive compensation, profit sharing, medical or  pension
plan, stock or other securities options, pension, retirement, vacation, termination pay,
deferred  remuneration or any other labor, remuneration or benefit condition;




	(e)  have contracted any shareholders agreement,
consortium or any other form of association;




	(f) have pardoned, cancelled, waived or released themselves
      of any debt, accounts receivable, complaint or other right in respect of
      any person, the amount of which exceeds for any single case one million
      Reais (R$ 1,000,000.00) or for combined cases two million Reais
      (R$ 2,000,000.00);




	(g)  except as in the normal course of business,
have undertaken, guaranteed or incurred any debt;




	(h)  have created or undertaken any liens or
encumbrance except as in the normal course of business; and




	(i)  have carried out any asset, liability or
services performance transaction with any party or in any  circumstance that is forbidden
by legislation or by Central Bank regulations, if applicable.




	IX.  -    REPRESENTATIONS AND WARRANTIES OF ITAÚ




	Itaú hereby grants to FB and AB the
representations and warranties set forth below, which it represents as being  correct and
true on this date and that they will continue to be so on the Closing Date, to which they
shall  survive, being that the representations and warranties 
























 
	 	   -  21  -   




	contained in Article 9.5 and 9.6 shall be
correct and true  at the time of transfer of the Itaú Corporate Assets to Banco BBA,
on the terms of Section X.




	9.1.  -    Itaú has been duly incorporated, is
validly existent and is in good standing on the terms of Brazilian  legislation,
including as regards applicable Central Bank rules, and has been registered with all of
the  agencies, commercial registries and competent federal, state and municipal
administrative offices.




	9.2.  -    Itaú has all of the powers that are
necessary for conduction of its business such as presently conducted.




	9.3.  -    Itaú has all the powers, authority
and legal capacity that are necessary to execute this Instrument,  having performed all
of the necessary corporate acts for execution of this Instrument, so as to carry out the
transactions contemplated hereunder and comply with all of the obligations thereof. This
Instrument is being duly  and validly executed by Itaú. This Instrument constitutes
a legal, valid and binding obligation of Itaú, which is  enforceable upon Itaú in
accordance with its relevant terms.




	9.4.  -    Except for the prior approval by the
Central Bank referred to in Article 5.1 (a) and, if necessary,  authorization by other
competent authorities, the execution, formalization and performance of this Purchase and
Sale Agreement by Itaú (i) does not require any authorization or registration before
any third party, including  governmental agencies, administrative offices or authorities;
(ii) does not violate, conflict with or  characterize default or early maturity of any
security, note, mortgage, deed of issuance, license, agreement, or  other Instrument or
obligation to which Itaú is a party, or in respect of which any of its relevant
property or  assets may be pledged; and (iii) does not violate any law, rule, regulation,
decision or decree of any  governmental authority or agency, including the Central Bank.




	9.5.  -    All of the Itaú Credits and
respective guarantees that shall be part of the Itaú Corporate Assets, on  the terms
of Section X, exist, have been duly recorded in accounting and formalized, and are
payable at their  contractual value, except in respect of vices or irregularities that do
not affect the collection or realization  of the Credit, on the terms of Article 16.4.




	9.6.  -    The transfer by Banco BBA of the Itaú Credits
that make up the Itaú Corporate Assets, on the terms of  Section X, (i) shall not
violate, conflict with or characterize default, or give rise to early maturity of any
security, note, mortgage, deed of issuance, license, agreement or any other Instrument or
obligation to which  Itaú is a party; (ii) shall not violate any law, rule,
regulation, decision or decree of any governmental  authority or agency, including the
Central Bank; and (iii) shall not result in the creation of any liens,  encumbrances,
debts, doubts or charges of any kind on the Itaú Corporate Assets.




	X.  -    INCREASE  OF BANCO BBA  CAPITAL   -
TRANSFER OF ITAÚ CORPORATE  ASSETS   -   TRANSFER OF ASSETS  OUTSIDE OF THE  WHOLESALE
BANKING SEGMENT

























 
	 	   -  22  -   




	Increase of Banco BBA Capital




	10.1. - Within a period that is compatible with the recommendations
      of the outside consulting service referred to in item (m) of Article 2.1
      of the BBA - P Shareholders Agreement attached to this Purchase and Sale
      Agreement, the capital stock of Banco BBA shall be increased by the amount
      of one billion, two hundred million Reais (R$ 1,200,000,000.00),
      through proportionate provision of funds by the then incumbent shareholders
      of Banco BBA.




	10.2.  -  The increase of Banco BBA capital referred
to above shall be concomitant with increases of BBA  -  P and H  -  E  capital, so as to maintain
the proportionality of shares established in Recitals (10) and (11) of the BBA  -  P
Shareholders Agreement, being that the increase of H  -  E capital may be implemented prior
to the Closing Date.




	Transfer of Itaú Corporate Assets




	10.3.  -  Within the same period referred to in
Article 10.1, Itaú Credits granted to major (corporate) clients (the “Itaú Corporate
Assets”) shall be transferred to Banco BBA, with due regard for the provisions of
Articles 11.4 to 11.6. Subject to provisions of Articles 10.4 to 10.6, the Itaú Corporate
Assets shall be transferred at their book value.




	10.4.  -  Itaú shall provide for Banco BBA
funding that is compatible with the transfer of the Itaú Corporate  Assets, without
any alteration to the corporate structure of Banco BBA, on terms established by mutual
agreement  between the Sellers and Itaú that can assure, taking into account for
such purpose the revenue provided by the  clients of Itaú Corporate Assets
effectively transferred to Banco BBA, (i) a minimum spread for each transaction  of two
percent (2%) per annum or the implicit spread, whichever is less, but in this event not
less than  one  -  point  -  two  -  five percent (1.25%) for transactions with terms greater than
ninety (90) days, and (ii) a minimum  spread for each transaction of two percent (2%) per
annum or the implicit spread, whichever is less, but in this  case not less than zero for
transactions with terms equal to or less than ninety (90) days.




	10.5.  -  In consideration for Itaú’s
obligations, the Sellers shall assure the same minimum spreads established in  Article
10.4 for the BBA Companies’ Credits granted to major (corporate) clients.




	10.6.  -  In the event that the minimum spreads
referred to in Articles 10.4 and 10.5 are not achieved, any  difference shall be entered
as an Asset Shortage in the Memo Account   -   Realized   -   Itaú or in the Memo Account   -
Realized   -   BBA, as the case may be.




	Transfer of Assets Outside of the Wholesale
Banking Segment




	10.7.  -  The parties agree that Banco BBA business
transactions that are not part of the wholesale banking  segment, basically consumer
credit and assets management, shall be transferred to Itaú at their relevant book
values.






















 
	 	   -  23  -   




	XI.   -   SELECTED CREDITS




	BBA Selected Credits




	11.1.  -  Within fifteen (15) days following the
execution of this Instrument, the Sellers shall deliver to Itaú a  detailed list of
all BBA Companies’ Credits granted to major (corporate) clients up to the date of
execution of  this Instrument, including the relevant financial conditions and Treasury
Referential Rates, thus enabling for  Itaú full access to all information and
documents concerning the mentioned BBA Companies’ Credits and their  respective
guarantees.




	11.2.  -  Within thirty (30) days following the
delivery of the list referred to in Article 11.1, Itaú shall  deliver to the Sellers
a list of the BBA Companies’ Credits that it has selected as being susceptible to a
great  probability of loss, from among the Credits shown in the list referred to in
Article 11.1.




	11.3.  -  Within thirty (30) days following the
delivery of such list, and without prejudice of Itaú’s right of choice, the
parties shall jointly review the BBA Companies’ Credits selected by Itaú as
being susceptible to a great probability of loss, for which purpose Itaú undertakes
to consider in good faith the arguments of the Sellers for removal of such BBA Companies’ Credits
from such list. At the end of such period Itaú shall present a final list of BBA
Companies’ Credits that it has selected (the “BBA Selected Credits”), for
purposes of recording in the Memo Account for the BBA Companies.




	Itaú Selected Credits




	11.4.  -  Within fifteen (15) days following the
execution of this Instrument, Itaú shall deliver to the Sellers a  detailed list of
the Credits granted to Itaú major (corporate) clients that shall make up the Itaú Corporate
Assets to be transferred to Banco BBA, including the relevant financial conditions and
Treasury Referential  Rates, thus enabling for the Sellers full access to all information
and documents concerning the mentioned Itaú Credits and their respective guarantees.




	11.5.  -  Within thirty (30) days following the
delivery of the list referred to in Article 11.4, the Sellers shall  deliver to Itaú a
list of the Itaú Credits that they have selected as being susceptible to a great
probability of  loss, from among the Credits shown in the list referred to in Article
11.4.




	11.6.  -  Within thirty (30) days following the
delivery of such list, and without prejudice of the Seller’s right of choice, the
parties shall jointly review the Itaú Credits selected by the Sellers as being
susceptible to a great probability of loss, for which purpose the Sellers undertake to
consider in good faith the arguments of Itaú for removal of such Itaú Credits
from such list. At the end of such period the Sellers shall present a final list of Itaú Credits
that they have selected (the “Itaú Credits”), for purposes of recording in
the Memo Account for Itaú.

























 
	 	   -  24  -   




	Clients in Common




	11.7.  -  Without prejudice of what is established
in Articles 11.3 and 11.6, the parties undertake to conduct  additional and in  -  depth
studies of the Credits of clients that are common to the BBA Companies and to Itaú,
with  the mutual purpose of, to the extent deemed reasonable by the parties, avoiding
that such Credits be chosen to be  part of either the BBA Selected Credits or the Itaú Selected
Credits.




	11.8.  -  For purposes of Article 11.7, only clients
included in the Credit portfolios of the BBA Companies or of  Itaú shall be taken
into account.




	XII.   -   OBLIGATION TO INDEMNIFY




	Sellers’ Obligation to Indemnify




	12.1.  -  The Sellers guarantee to Itaú the
correctness of all of the representations and warranties contained in  Section VII and
VIII and hereby undertake joint and several liability to indemnify Itaú in the event
that Asset  Shortages and Liability Overages are assessed for the BBA Companies, also
comprising the Holding Companies in the  case of Article 2.3, after offsetting
adjustments deriving from Asset Overages and Liability Shortages. In  respect to Fináustria
and its Subsidiaries, the obligation to indemnify is limited to
seventy  -  one  -  point  -  nine  -  nine  -  nine  -  three (71.9993%) of the Asset Shortages and Liability
Overages, after offsetting  adjustments by seventy  -  one  -  point  -  nine  -  nine  -  nine  -  three
(71.9993%) of Asset Overages and Liability Shortages. The  obligation to indemnify
referred to in this Article shall be processed through the Memo Account for the BBA
Companies, on the terms of Section XIV.




	Itaú’s Obligation to Indemnify




	12.2.  -  Itaú guarantees to the Sellers the
correctness of all of the representations and warranties contained in  Section IX and
hereby undertakes to indemnify the Sellers in the event that Asset Shortages and
Liability  Overages are assessed for the Itaú Corporate Assets, after offsetting
adjustments deriving from Asset Overages  and Liability Shortages. The obligation to
indemnify referred to in this Article shall be processed through the  Memo Account for Itaú,
on the terms of Section XV.




	XIII.   -   MEMO ACCOUNT




	13.1.  -  The Memo Account is a special
non  -  accounting record for entering Asset Shortages, Liability Overages,  Asset Overages
and Liability Shortages. The Asset Shortages and the Liability Overages shall be debited,
while  the Asset Overages and the Liability Shortages shall be credited. Each Memo
Account shall be opened on the  Closing Date and shall be bookkept by Banco BBA.






















 
	 	   -  25  -   




	13.2.  -  Entries made in each Memo Account shall be of two
      (2) categories: (i) potential and (ii) realized. In order to record entries
      in each category, two (2) Memo sub  -  accounts shall be opened, the “Memo
      Account   -   Potential” and the “Memo Account   -   Realized”.




	13.3.  -  The Memo Account   -   Potential shall have a
sub  -  account in U.S. dollars for entries in that currency. If  there should be transfer of
such amounts to the Memo Account   -   Realized, such transfer shall be made in Brazilian
currency, converted at the Exchange Rate effective on the date of the event that gives
rise to the transfer.




	13.4.  -  For ease of management and control there
shall be (i) an Memo Account for entries concerning the BBA Companies and relevant
sub  -  accounts named “Memo Account   -   Potential   -   BBA” and “Memo Account   -
Realized   -   BBA”, and (ii) another Memo Account for entries concerning Itaú and
relevant sub  -  accounts named “Memo Account   -   Potential   -   Itaú” and “Memo
Account   -   Realized   -   Itaú”,




	XIV.   -   BBA COMPANIES MEMO ACCOUNT




	14.1.  -  In the BBA Companies Memo Account the
entries shall be related to BBA Companies’ events that are  liabilities and/or
rights of the Sellers.




	Memo Account   -   Potential   -   BBA




	14.2.  -  For  the Memo Account   -   Potential   -   BBA
the entries  shall be related only to BBA Selected  Credits,  which  shall be restated by
the  correspondent  Treasury  Referential  Rate as from the date of the BBPs. The BBA
Selected  Credits  carried  forward to the Memo Account   -   Realized   -   BBA shall be
excluded  from the Memo Account   -   Potential    -   BBA.




	Memo Account   -   Realized   -   BBA




	14.3.   -   For purposes of entry in the Memo Account   -   Realized
        -   BBA, the following shall be deemed to be realized:




	(a)  for Asset Shortage:




	(i)  BBA Selected Credit:




	(1)  when due to bankruptcy or composition with
creditors (concordata) of the debtor;




	(2)  one hundred and eighty (180) days after
maturity when unpaid, if no extension has been occurred;
























 
	 	   -  26  -   




	(3)  upon maturity of each BBA Selected Credit
that is then extended: the amounts resulting from the  application of the rules of
Article 14.4;




	(ii)  when non  -  existence or eviction of assets
and rights is characterized;




	(b)  for Asset Overage:




	(i)  BBA Companies’ Credits recorded in the
bad debts provision in the BBPs, BBA Companies’ Credits that on  the date of the
BBPs have been written off or Credits of which the BBA Companies are titleholders and
that are  not contemplated in the BBPs: on the date that they are totally or partially
received;




	(ii)  goods and rights that are not taken into
account in the BBPs: on the date when their existence is  characterized;




	(iii)  amounts that are in excess of the
restatement by the corresponding Treasury Referential Rate of the BBA  Selected Credit:
on the date they are received;




	(iv)  recovery of Liability Overages: on the
date they are received or of reversal of the provision due to  extinction of the
obligation.




	(c)  for Liability Overage: when settled with
the creditor or deposited; and




	(d)  for Liability Shortage: when characterized.




	14.4.  -  For purposes of entry in the Memo Account
  -   Realized of BBA Selected Credits that are extended upon  maturity, the following rules
shall apply:




	(a)  upon maturity of the BBA Selected Credit
there shall be a minimum repayment of twenty percent (20%) of  the debt;




	(b)  the remaining balance of the BBA Selected
Credit not extended shall be divided into four (4);




	(c)  the remaining period, as from the date of
maturity of the BBA Selected Credit until completion of the  term of five (5) years,
counting from the Closing Date, shall also be divided into four (4);




	(d)  the minimum repayments for extension of the
BBA Selected Credit shall observe the installments and terms  established in items (a),
(b) and (c) of this Article, so as to enable full settlement of the BBA Selected Credit
within a term of five (5) years counting from the Closing Date; and






















 
	 	   -  27  -   



	(e)  the shortage  between the minimum amounts
for repayment of the debt  established in items (a), (b) and (c)  of this Article and the
amounts actually received for the BBA Selected Credits shall be deemed to be realized.




	14.5.  -  BBA  Selected  Credits  with  terms of
more than five (5) years that are still  outstanding  shall be taken  into account at the
time of closing the Memo Account of the BBA Companies, on the terms of Article 16.14.




	14.6.  -  Within thirty (30) days from the end of
each calendar quarter, as from the quarter of the Closing Date,  the balance of the Memo
Account   -   Realized   -   BBA shall be calculated, with the proportionate portion of such
balance corresponding to the direct or indirect equity interest of Itaú in the BBA
Companies being entered fully  as a credit to Itaú or to the Sellers, as the case
may be, within a maximum of five (5) business days counting  from notice given by the
Committee in respect of the amount of the balance. In other words, considering that the
proportionate direct or indirect equity participation of Itaú in the BBA Companies
shall be  ninety  -  five  -  point  -  seven  -  five percent (95.75%) as from the Closing Date, the
amount corresponding to such  percentage shall be entered as a credit to Itaú or to
the Sellers, as the case may be.




	XV.  -  Itaú Memo Account




	15.1.  -  In the Itaú Memo Account the entries
shall be related to events concerning Itaú Corporate Assets that are  liabilities
and/or rights of Itaú.




	Memo Account   -   Potential   -   Itaú




	15.2.  -  For  Memo Account   -   Potential   -   Itaú the
entries  shall be related  only to Itaú Selected  Credits,  which  shall  be
restated  by the  correspondent  Treasury  Referential  Rate as from the  date of
transfer  of the Itaú Corporate  Assets to Banco BBA. The Itaú Selected
Credits  carried  forward to the Memo Account   -   Realized   -   Itaú shall come from the
Memo Account   -   Potential   -   Itaú.




	Memo Account   -   Realized   -   Itaú




	15.3.  -  For purposes of entry in the Memo Account
  -   Realized   -   Itaú, the following shall be deemed to be realized:




	(a)  for Asset Shortage in respect of Itaú Selected
Credits:




	(i)  when due to bankruptcy or composition with
creditors (concordata) of the debtor;























 
	 	   -  27  -   




	(ii)  one hundred and eighty (180) days after
maturity when unpaid, if no extension has been occurred;




	(iii)  upon maturity of each Itaú Selected
Credit that is then extended: the amounts resulting from the  application of the rules of
Article 15.4;




	(b)  for Asset Overage:




	(i)  amounts that are in excess of the
restatement by the correspondent Treasury Referential Rate of the Itaú Selected
Credit: on the date they are received;




	(ii)  in respect of Itaú Selected Credits
that have been written off: on the date that they are totally or  partially received;




	(iii)  recovery of Liability Overages: on the
date they are received or of reversal of the provision due to  extinction of the
obligation;




	(c)  for Liability Overage: when settled with
the creditor or deposited.




	15.4.  -  For purposes of entry in the Memo Account
  -   Realized   -   Itaú of Selected Itaú Credits that are extended  upon maturity,
the following rules shall apply:




	(a)  upon maturity of the Itaú Selected
Credit there shall be a minimum repayment of twenty percent (20%) of  the debt;




	(b)  the remaining balance of the Itaú Selected
Credit not extended shall be divided into four (4);




	(c)  the remaining period, as from the date of
maturity of the Itaú Selected Credit until completion of the  term of five (5)
years, counting from the Closing Date, shall also be divided into four (4);




	(d)  the minimum repayments for extension of the
Itaú Selected Credit shall observe the installments and  terms established in items
(a), (b) and (c) of this Article, so as to enable full settlement of the Itaú Selected
Credit within the term of five (5) years counting from the Closing Date; and




	(e)  the shortage  between the minimum amounts
for repayment of the debt  established in items (a), (b) and (c)  of this Article and the
amounts actually received for the Itaú Selected Credits shall be deemed to be
realized.



















 
	 	   -  29  -   




	15.5.  -  Itaú Selected Credits with terms
greater of than five (5) years that are still  outstanding shall be taken  into account
at the time of the closing of the Memo Account, on the terms of Article 16.14.




	15.6.  -  Within thirty (30) from the end of each
calendar quarter, as from the quarter of the Closing Date, the  balance of the Memo
Account   -   Realized   -   Itaú shall be calculated, with the proportionate portion of
such balance  corresponding to the direct or indirect equity interest of the Sellers in
the BBA Companies (considering for  purposes of this Article the direct and indirect
participation of H  -  E) being entered fully as a credit to the  Sellers or to Itaú, as
the case may be, within a maximum of five (5) business days counting from notice given by
the Committee in respect of the amount of the balance. In other words, considering that
the proportionate direct  or indirect equity participation of H  -  E in BBA Companies shall
be four  -  point  -  two  -  five percent (4.25%) as from the  Closing Date, the amount
corresponding to such percentage shall be entered as a credit to the Sellers or to Itaú,
as the case may be.




	XVI.  -  MANAGEMENT OF THE MEMO ACCOUNT




	Committee and Entries in the Memo Account




	16.1.  -  The management and control of the Memo
Account shall be performed by a Committee made up of four (4) members, half of which
shall be appointed by the Seller and the other half by Itaú (the “Committee”),
which shall be responsible for:




	(a)  analyzing all of the Asset Shortages,
Liability Overages, Asset Overages and Liability Shortages  communicated to it by the
administrators of the BBA Companies, by the Sellers and by Itaú;




	(b)  providing for the necessary studies and
assessment so as to verify the existence of any Asset Shortage,  Liability Overage, Asset
Overage or Liability Shortage; and




	(c)  determining the amount to be debited or
credited to each Memo Account   -   Potential and to each Memo  Account   -   Realized.




	16.2.  -  Monthly the parties shall be informed by
the Committee as to entries made in the immediately prior month,  receiving a statement
of the activity in each Memo Account   -   Potential and in each Memo Account   -   Realized by
no  later than the tenth (10th) day of the following month, showing entries made by
unanimous decision of the  Committee with a list of items in respect of which unanimous
decisions was not reached.




	16.3.  -  Unanimous decisions of the Committee shall
be binding upon the contracting parties. If there is no  unanimity, the following
procedure shall be observed:




	(a)  within thirty (30) days from receiving the
monthly statement, the Sellers and Itaú shall establish by  mutual agreement a
solution for the amounts that were not decided upon by 






















 
	 	   -  30  -   




	unanimity of the Committee, in which  case the
amount thus covenanted shall be entered in the corresponding Memo Account   -   Potential or
Memo Account   -    Realized;




	(b)  should it not be possible to arrive at an
agreement within the period established in item (a) of this  Article, within the
following thirty (30) days the Sellers or Itaú shall apply for establishment of an
Arbitration Tribunal on the terms of Article 16.22, in which case the amount determined
by the Arbitration  Tribunal shall be binding upon the contracting parties and shall be
entered in the corresponding Memo Account   -    Potential or Memo Account   -   Realized.




	16.4.  -  For better clarity it is hereby stipulated
that, except for BBA Selected Credits and Itaú Selected  Credits, and subject to the
provisions of Articles 10.4 and 10.5, the Sellers and Itaú respectively guarantee
the  existence, but are not responsible for the  settlement or realization of any
Credits, unless the Credits or their  guarantees contain vices or are not properly
formalized, but in any event only if the vice or the irregularity  should hinder the
collection or the realization of the Credit, and in the case of vice of the guarantee
limited  to the amount thereof. Not to be deemed as vices but rather as business risks
undertaken by the parties are any  issues concerning the nature of the transaction
(hedging, for example) or the criteria for adjustment of the  Credit, whichever should be
the applicable index, such as “TR” (Referential Rate), CDI, exchange rate and
price  index, except in the case of covenanted earnings conditions beyond those that are
usual in the market, as a  result of reciprocity agreements that the borrower for the
Credit should fail to perform.




	16.5.  -  By unanimous decision the Committee may
remove Credits from the list of BBA Selected Credits or the Itaú Selected Credit.




	Rules for Entries in the Memo Account   -
Realized




	Scope




	16.6.  -  In determining the Assets Shortages,
Liability Overages, Asset Overages and Liabilities Shortages, it  will also be considered
any facts and acts, either omissive or active, that occurred in the period between the
date of the BBPs and the Closing Date, taking into account for such purpose the amounts
booked by the BBA  Companies.




	16.7.  -  For better clarity it is hereby
established that, among the Credits, whether of the BBA Companies or of  Itaú, only
BBA Selected Credits and Itaú Selected Credits, as well as those covered in Article
16.4 can generate  Asset Shortages and thereby adjustment to the corresponding Memo
Account   -   Realized.




	Amount




	16.8.  -  Any amount to be entered in the Memo
Account   -   Realized shall be subject to gross  -  up if the corresponding  Asset Shortage or
Liability Overage is non  -  deductible for the BBA 






















 
	 	   -  31  -   




	Companies. If deductible, the amount to be
entered shall be that of the Asset Shortage or Liability Overage itself.




	16.9.  -  Any amount to be entered in the Memo
Account   -   Realized shall be subject to gross  -  up if the corresponding  Asset Overage or
Liability Shortage is non  -  taxable for the BBA Companies. If taxable, the amount to be
entered  shall be that of the Asset Overage or Liability Shortage itself.




	16.10.  -  The amount of the entry for each BBA
Selected Credit or for each Itaú Selected Credit, in the event of  Asset Shortage,
shall be:




	(a)  the amount mentioned in the applicable BBP,
net of the corresponding bad debts provision accrued  to  -  date, restated as from the date
of the BBP by the corresponding Treasury Referential Rate; or




	(b)  the amount of the transfer to Banco BBA,
restated as from the date of the transfer to Banco BBA by the  corresponding Treasury
Referential Rate.




	16.11.  -  The amount actually received subsequently
for the BBA Selected Credits and for the Itaú Selected Credits  that have been
entered in the Memo Account   -   Realized as an Asset Shortage shall be deemed to be an
Asset Overage  and shall be entered as such in the Memo Account   -   Realized.




	Restatement of Amount




	16.12.  -  The amounts recorded in the Memo Account  -
Realized shall be expressed according to the actual amounts of  the items to which they
refer, on the date that they are recorded in the Memo Account   -   Realized. As from then,
the amounts shall be restated by the variation of the CDI up to when they are offset or
effectively paid.




	Time Limits for Entries




	16.13.  -  Only the following shall be considered
for entry in the Memo Account   -   Realized:




	(a)  tax obligations, including contributions
and social security charges that are Liability Overages, that  may be required in
proceedings commenced within the respective prescriptive periods;




	(b)  obligations of a labor  -  related nature that
represent Liability Overages, required in proceedings  commenced within the respective
prescriptive periods, even for employees terminated after the Closing Date,  provided
they relate to the period up to the Closing Date;





















 
	 	   -  32  -   




	(c)  other Liability Overages and Asset
Shortages that may be revealed within up to five (5) years from the  Closing Date; and




	(d)  Asset Overages and Liability Shortages that
may be revealed within up to five (5) years from the Closing  Date.




	Closing




	16.14.  -  Each Memo Account   -   Potential and each
Memo Account   -   Realized shall be closed after a term of six (6)  years has elapsed
counting from Closing Date, at which time for purposes of carrying out the final
settlement,  (i) all pending items subject to immediate solution to the extent possible
will have been resolved between the  parties and (ii) the applicable rules shall be
established for pending items that are at that point not  susceptible to immediate
solution, including any proceedings or procedures in progress, even if only
administrative. Such rules shall observe the following basic principles:




	(a)  the main purpose shall be of dealing with
pending Asset Shortages, Liability Overages, Asset Overages  and Liability Shortages on a
definitive basis;




	(b)  all of the property rights of the parties
shall be respected;




	(c)  studies shall be conducted and adopted for
action to minimize the economic/financial costs both for  Banco BBA and for the parties;




	(d)  in the event that the decision taken in
respect of any asset is in the sense that the asset shall remain  with Banco BBA, then
Banco BBA shall pursue the efforts of realizing the asset, being that the amounts then
effectively received shall be treated as an Asset Overage for the benefit of the party
that is assuming the risk,  which party shall have the right to receive from the other
party the amount to which it would have been entitled  if the Memo Account were in effect;




	(e)  in the event that the decision taken in
respect of any asset is in the sense that the asset should not  remain with Banco BBA,
the destination of such asset shall be determined by the party that is assuming the risk,
which party, if it desires, may acquire the asset for its proper value, with due regard
for applicable  legislation, which amount shall be deemed to be an Asset Overage;




	(f)  for purposes of items (d) and (e) of this
Article, assets that are realized as goods shall only be  recognized as Asset Overages at
the time and for the amount into which such goods are transformed into cash, net  of any
costs or expenses, being that the parties shall take action so that such goods can be
realized in cash  within the shortest period possible; and




	(g)  unless another solution is then adopted by
the parties, the BBA Selected Credits and Itaú Selected  Credits with an original
maturity term greater than five (5) years shall remain with Banco BBA, for final
settlement upon maturity, in compliance with the rules to which they would be subject if
the Memo Account were in  effect.





















 
	 	   -  32  -   




	16.15.  -  At the time of the closing of the Memo
Account a reconciliation shall be conducted between the outstanding balances in the Memo
Account   -   Realized   -   BBA and the Memo Account   -   Realized   -   Itaú in order to
determine the final result, which may then be favorable to Itaú (“Credit
Balance   -   Itaú”) or favorable to the Sellers (“Credit Balance   -   Sellers”).




	16.16.  -  In the case of a Credit Balance   -   Itaú,
subject to the provisions of Article 16.18, the following shall  apply:




	(a)  the corresponding amount shall be paid by
the Sellers to Itaú, in which case if agreed by the parties it  shall be permitted
to offset such amount against the outstanding balance of the Subordinated Debt;




	(b)  there shall be the release of pledge of
securities representing the Subordinated Debt and, if  applicable, of the H  -  E shares and
of the Itaú preferred shares.




	16.17.  -  In the case of a Credit Balance   -
Sellers, subject to the provisions of Article 16.18, the following  shall apply:




	(a)  Itaú shall pay spot cash to the
Sellers the amount of the mentioned Credit Balance   -   Sellers as a  Variable Portion of
the Purchase Price, on the terms of Article 3.5; and




	(b)  there shall be the release of pledge of
securities representing the Subordinated Debt and, if  applicable, of the H  -  E shares and
of the Itaú preferred shares.




	16.18.  -  If at the time of the procedures
established for such purpose in Article 16.14 pending items still  remain, the release of
the pledge of securities representing the Subordinate Debt and, if applicable, of the H  -  E
shares and the Itaú preferred shares shall not occur fully, and a proportionate
portion established by mutual  agreement between the parties shall remain pledged until
there is a final solution for the pending items.




	Defense of the Rights of the Parties




	16.19.  -  If the debtor of a BBA Selected Credit or
of an Itaú Selected Credit should question the existence or  the amount of the BBA
Selected Credit or the Itaú Selected Credit, or if a third party should question the
ownership of goods and rights of the BBA Companies, the parties shall ensure that the BBA
Companies, following  orientation by the Sellers and Itaú, use all appropriate
actions to obtain judicial acknowledgement of the  existence and amount of the BBA
Selected Credit or the Itaú Selected Credit, or of the ownership of the good or
right.




	16.20.  -  In the case of Liability Overages, the
parties shall ensure that the BBA Companies, following  orientation by the Sellers and Itaú,
contest the existence, the amount or the 





















 
	 	   -  34  -   




	enforceability of the obligation,  on terms that
do not jeopardize the interests and the credit of the BBA Companies. For such purpose it
is agreed  that:




	(a)  any administrative or judicial procedure
brought against BBA Companies shall be promptly and timely  contested;




	(b)  upon becoming aware of any of the
procedures referred to in item (a) of this Article, or of any  intention of third parties
that could be deemed as a Liability Overage, the parties shall instruct the
administrators of the BBA Companies involved to promptly communicate the fact to the
Sellers and to Itaú in  respect of the claim and, when informed, as to the facts
that support the claim;




	(c)  the parties shall instruct the
administrators of the BBA Companies involved to immediately inform the  Sellers and Itaú as
to the commencement of a procedure of fiscalization that could result in tax obligations
that  represent Liability Overages;




	(d)  the Sellers or Itaú, as the case may
be, shall be entitled to monitor and assist the BBA Companies in  the defense for any
claim through an attorney at law of their choice, for their own account; and




	(e)  the parties shall ensure that the companies
involved provide to the Sellers, to Itaú and to the  attorneys at law chosen by them
on the terms of item (d) of this Article all of the elements and information  necessary
for full exercise of the right of defense.




	16.21.  -  Decision as to actions taken as provided
in Articles 16.19 and 16.20 shall take into account the  preservation of the image and of
the interests of the BBA Companies, of Itaú and of the Sellers.




	Arbitration




	16.22.  -  On the terms of Law No. 9307, of
September 23, 1996, the parties undertake to submit to arbitration any  impasse within
the Committee concerning the entries to be made in the Memo Account   -   Potential and Memo
Account   -    Realized, according to the following rules:




	(a)  the arbitration shall be conducted by the
Arbitrator(s) in the Portuguese language in the City of São  Paulo and shall have as
its subject  -  matter solely the case provided for in item (b) of Article 16.3;




	(b)  if due to the amount involved the matter is
subject to resolution by all of the Arbitrator(s), at the  request of any the parties the
Arbitrator(s) shall consult a specialist on the matter in discussion, chosen by  mutual
agreement between Itaú and the Sellers; in the absence of consensus the choice shall
be by lottery, with  the expenses with such specialist being borne by the parties on the
terms of item (e) of this Article;






















 
	 	   -  35  -   




	(c)  the arbitration decision may take into
account not only rules of law, but also of equity, custom and  usage in the financial
market and generally accepted accounting principles;




	(d)  the decision shall be rendered within sixty
(60) days counting from the institution of the arbitration,  which period may be extended
by consensus of the parties whenever necessary;




	(e)  expenses incurred with arbitration, as well
as the fees of the Arbitrator(s), shall be borne by the  parties in proportion to their
respective losses in the dispute; and




	(f)  the arbitration decision shall be binding
upon the parties and may not be revised other than as to its  formal aspects, and may be
immediately executed by the Judiciary in the event of refusal of compliance.




	XVII.  -  PLEDGE BY THE SELLERS




	17.1.  -  The Sellers agree to pledge on the Closing
Date, in favor of Itaú or of a third party indicated by the  latter, the following
securities as guarantee for the Sellers’ obligation to indemnify deriving from the
assessment of the Memo Account on terms of Section XIV:




	(a)  firstly, securities representing the
Subordinate Debt;




	(b)  secondly, if necessary considering the
Pledged Amount, shares issued by H  -  E held by the Sellers on the  terms of Article 10.2;
and




	(c)  thirdly, if necessary considering the
Pledged Amount, shares issued by Itaú.




	17.2.  -  The amount to be pledged by the Sellers in favor of
      Itaú (the “Pledged Amount”) shall be established as
      stipulated below:




	(a)  thirty percent (30%) of the balance of the
Memo Account   -   BBA Companies;




	(b)  plus:




	(i)  one hundred percent (100%) of the amount of
the total Contingencies assessed on the terms of Section IV  and characterized as being
probable; and




	(ii)  fifty percent (50%) of the amount of the
total Contingencies assessed on the terms of Section IV and  characterized as being
potential;




	(c)  being that the mentioned pledged shall
correspond, as a minimum, to the totality of the securities  representing the
Subordinated Debt.




	17.3.  -  The Sellers and Itaú shall execute on
the Closing Date:






















 
	 	   -  36  -   




	(a) an Agreement for Pledge of Securities
Representing the Subordinated Debt, substantially in the form of the Exhibit to Article
17.3(a); and




	(b) if necessary, an Agreement for Pledge of
Shares issued by H  -  E, substantially in the form of the Exhibit to Article 17.3(b)




	17.3.1.  -  On the date of issuance of the Itaú preferred
shares on the terms of Article 3.4(a) the parties, if necessary, shall execute an
Agreement for Pledge of Preferred Shares, issued by Itaú, substantially in the form
of the Exhibit to Article 17.3(c).




	17.4.  -  At the end of each calendar year as from
2003, included, throughout the period of effectiveness of the Memo Account, a
comparison shall be made of the amount equivalent to (i) thirty percent (30%) of the
Memo Account   -   Potential   -   BBA Companies, (ii) increased or decreased, respectively,
by one hundred percent (100%) of the Credit Balance   -   Itaú or the Credit Balance
  -   Sellers, increased by (iii) one hundred percent (100%) of the total restated amount
of the Contingencies assessed on the terms of Section IV and characterized as being
probable, which have not yet been settled, (iv) fifty percent (50%) of the total
restated amount of the Contingencies assessed on the terms of Section IV and
characterized as being potential, which have not yet been settled, (v) one hundred
percent (100%) of the total restated amount of new Contingencies that may be revealed
by the end of each year and that are characterized as being probable, and (vi) fifty
percent (50%) of the total restated amount of new Contingencies that may be revealed
by the end of each year and that are characterized as being probable (the amount thus
calculated shall be referred to as “Guarantee Referential Amount”) with
the Pledged Amount, thereby applying the following:




	(a) if the Pledged Amount is less than or
greater than the Guarantee Referential Amount by up to thirty million Reais (R$
30.000.000,00), no adjustment shall be made;




	(b) if the Pledged Amount is greater than the
Guarantee Referential Amount by more than thirty million Reais (R$ 30.000.000,00), the
totality of the exceeding amount shall be released from the outstanding pledge;




	(c) if the Pledged Amount is less than the
Guarantee Referential Amount by more than thirty million Reais (R$ 30.000.000,00),
the Sellers shall grant to Itaú a guarantee in the amount corresponding to the
totality of the amount that is short of the Guarantee Referential Amount; and























 
	 	   -  37  -   




	(d)  the guarantee referred to in item (c) of
this Article may be granted by means of pledge of securities  representing the
Subordinated Debt issued by Itaú, of common shares issued by H  -  E, of preferred
shares issued by  Itaú, or of any other guarantee that is acceptable for Itaú.




	17.5.  -  After two (2) years have elapsed, the
Sellers may substitute the guarantees existent at that point on the  terms of this
Section, provided that the new instrument or securities pledged are of the same quality
and do not  represent a weakening of the guarantee. Any substitution shall be subject to
prior approval by Itaú, which  approval shall not be refused unreasonably.




	XVIII.  -  TRANSITION PERIOD AND MANAGEMENT




	18.1.  -  The transition period (“Transition
Period”) comprises the period that goes from the date of execution of this Purchase
and Sale Agreement to the Closing Date.




	18.2.  -  The Sellers commit to Itaú, in their
capacity of controlling shareholders of the BBA Companies,  throughout the Transition
Period, to ensure that the BBA Companies be managed in the normal course of business  and
in a form that can assure complete protection of Itaú’s interests in its
capacity of future direct or  indirect shareholder of the BBA Companies, with particular
concern as to the following matters:




	(a)      granting of Credits;




	(b)      treasury transactions;
      and




	(c)      controllership.




	18.3.  -   As  from the date of execution of this
instrument,  Itaú shall have  reasonable  access to all information  relative to the
BBA  Companies,  including  accounting  books and  records,  as well as to the
management  and the  auditors of the BBA  Companies.  The  mentioned  access  shall occur
in the premises of the BBA  Companies,  during  business  hours,  subject to prior
notice,  without  prejudice of other forms of  interaction as established by the  parties.




	XIX.  -  TREASURY RESULTS




	19.1.  -  On the terms of Article 3.3(b), the
Variable Portion of the Purchase Price shall consist of an amount equivalent to any
treasury results of Banco BBA (“Treasury Results”) assessed on the terms of
this Section, which shall be calculated and paid as shown below and in accordance with
the Exhibit to Article 19.1, which reflects the methodology for assessment of Treasury
Results.




	19.2.  -  Treasury Results shall be assessed during
fiscal years 2003 to 2007, latter included.






















 
	 	   -  38  -   




	19.3.  -  The data required for calculation of
Treasury Results shall be recorded in an memo account managed by the Committee (“Memo
Account   -   Treasury Results), showing:




	(a)  as a credit the amounts of any Treasury
Surpluses, and as a debit the amounts of any Treasury Deficits,  showing the to  -  date
balance; and




	(b)  in the case of a debit balance, the portion
that corresponds to any to  -  date amounts below the Threshold.




	19.4.  -  Six  -  monthly, during the period referred to
in Article 19.2, immediately upon finalization of the audit of  the balance sheet, the
parties shall examine the results of treasury transactions of Banco BBA in order to
determine the resulting Treasury Surplus or Treasury Deficit.




	19.4.1.  -  In the cases provided for in items (c)
and (d) of Article 19.9, the examination of the balance of the  Memo Account   -   Treasury
Results shall have as a base date the last day of the previous month.




	19.5.  -  The Treasury Results shall consist of the
amount corresponding to fifty percent (50%) of the to  -  date  credit balance of Memo
Account   -   Treasury Result.




	19.6.  -  The amount equivalent to the Treasury
Results ascertained in each assessment period shall be retained, until such time as it
reaches the limit of fifty million Reais (R$ 50,000,000.00), restated monthly by the
variation of the IGP  -  M as from the Closing Date (the “Retained Amount”), so as
to absorb any reductions in the credit balance of the Memo Account   -   Treasury Results in
subsequent assessment periods.




	19.7.  -  For the assessment period in which the
Treasury Results exceed the Retained Amount, the amount in excess  shall be immediately
paid in cash by Itaú to the Sellers, on account of Variable Portion of the Purchase
Price,  on the terms of Article 3.5.




	19.7.1.  -  The amount paid pursuant to Article
19.7, multiplied by two (2), shall be debited to the Memo Account   -    Treasury Results.




	19.8.  -  The outstanding balance of Memo Account   -
Treasury Results at the end of each assessment period, after  the charge referred to in
Article 19.7.1, shall be restated by the variation of the CDI up to the date of
assessment for the following period.




	19.9.  -  The date for settlement of the Memo
Account   -   Treasury Results shall be the first to occur of the  following:




	(a)  the date on which the audit of the balance
sheet of Banco BBA for the period ended December 31, 2007 is  finalized; or




















 
	 	   -  39  -   




	(b) the date on which the balance of the Memo Account - Treasury
      Results in favor of Itaú, taking into account for such purpose only
      fifty percent (50%) of the Treasury Deficit amounts below the Threshold
      in each assessment period, reaches the amount of fifty million Reais
      (R$ 50,000,000.00), restated monthly by the variation of the IGP - M as
      from the Closing Date; or




	(c)  the date of occurrence of any of the cases
of acquisition of Registered Common Shares of BBA  -  P held by  H  -  E on the terms provided
for in the BBA  -  P Shareholders Agreement; or further




	(d)  the date, which in any event shall be
within the first five (5) business days of each month, on which  the Sellers resolve to
settle the Memo Account   -   Treasury Results.




	19.10.  -  On the date of settlement of the Memo
Account   -   Treasury Results:




	(a)  in the case of a credit balance, the amount
corresponding to the Treasury Results, including the total  balance of the Retained
Amount, shall be paid spot cash by Itaú to the Sellers, on account of Variable
Portion  of the Purchase Price, on the terms of Article 3.5; or




	(b)  in the case of a debit balance:




	(i)  the amount corresponding to fifty percent
(50%) of the outstanding debit balance, taking into account  only the amounts of the
Treasury Deficit below the Threshold in each assessment period, shall be paid by the
Sellers to Itaú and, in addition;




	(ii)  in the event that previously there has
been payment of excesses pursuant to Article 19.7, the Sellers  shall pay to Itaú the
lesser of: (1) the total amount of the excess previously paid corrected by the variation
of the CDI, or (2) the amount of fifty percent (50%) of the debit balance corresponding
to the gap between the  Threshold and the Parameter.




	XX.  -  OTHER OBLIGATIONS




	20.1.  -  With due regard for the terms and
conditions of this Instrument, each one of the parties that are  signatories hereunder
shall exert their best efforts to perform, or ensure the performance of, all of the
actions and necessary or desirable acts according to applicable laws and rulings so as to
implement the business  transactions contemplated in this Instrument, executing or
causing to be executed any and all representations,  requisitions and other documents for
such purpose. Each one of the parties, before and after the Closing,  undertakes to
ensure that the BBA Companies take all of the necessary or desirable action to implement
the  business transactions 
























 
	 	   -  40  -   




	contemplated in this Instrument, executing and
causing to be executed any and all  representations, requisitions and other documents for
such purpose.




	20.2.  -  The contracting parties shall cooperate
mutually and shall exert their best efforts to promptly obtain  any governmental
approvals required in connection with the execution and formalization of this Instrument
and  the implementation of the business transactions contemplated in this Instrument. The
parties agree to submit  this Purchase and Sale Agreement to the Central Bank, together
with other documents that are necessary for  approval of the business transaction, on the
terms of Article 5.1(a), within five (5) business days counting  from the date of
execution of this Instrument.




	20.3.  -  The parties undertake to consult mutually
prior to disclosing any aspect concerning this Instrument and  to jointly establish a
strategy for disclosure of this business transaction, except for permission for any one
of the parties to perform the communications and notices required by legislation in
force, which if possible  shall be previously submitted to the other parties.




	20.4.  -  The parties shall maintain as
confidential, and shall instruct their relevant executive officers, employees and
consultants to maintain as confidential, all information concerning the BBA Companies and
their business and concerning the Itaú conglomerate and its business, as well as
all information obtained from the other party in respect of the negotiation, execution
and formalization of this Instrument, including all of the terms and conditions of this
Purchase and Sale Agreement (“Confidential Information”).




	20.5.  -  The parties shall disclose to their
relevant executive officers, employees and consultants the  Confidential Information that
is strictly necessary, within the field of activity of the mentioned  professionals, for
the NB, for the BBA Companies and for Itaú, informing them as to its confidential
nature. The  Parties shall exert their best efforts to ensure that the mentioned persons
treat the Confidential Information  with secrecy.




	20.6.  -  Not to be considered as Confidential
Information is that which (i) is required by law, regulation or  order of any
governmental authority that the receiving party of the information is required to obey;
(ii) that  is of public knowledge on the date of this Instrument or that becomes of
public knowledge in the form  established in Article 20.3; (iii) that was already of
knowledge to the receiving party of the information; (iv)  that becomes available for one
of the parties through a third party that is not violating confidentiality  obligations;
and (v) that is acquired and/or developed independently by one party without violating
the  confidentiality obligations provided for in this Purchase and Sale Agreement.




	20.7.  -  If the requirement provided for in Article
20.6(i) should occur, the party that is required to provide  the information (i) shall
promptly notify the other party in writing, assisting and providing it with all the
necessary information so that the notified party can take the action that it deems
appropriate for protection of  the confidentiality; and (ii) shall provide to the
authority 






















 
	 	   -  41  -   




	only information that is strictly necessary,
conferring and requiring confidential treatment thereof.




	20.8.  -  The confidentiality obligations provided
for in Articles 20.4 to 20.7 above are binding upon the parties  and their successors for
two (2) years as from the execution of this Purchase and Sale Agreement.




	XXI.  -  CENTRAL BANK




	21.1.  -  In the event that approval by the Central
Bank for implementation of the business transactions  contemplated hereunder, referred to
in Article 5.1(a), or for purchase of the equity interests held by HVB, is  not issued
within one hundred and eighty (180) days counting from the date of this Instrument,
within a maximum  of one hundred and eighty (180) days the parties shall negotiate in
good faith an alternative that best meets  their respective interests.




	XXII.  -  FINAL PROVISIONS




	22.1.  -  Any  alteration or amendment to this
Purchase and Sale Agreement  shall only be considered  valid if it is  executed by all of
the parties.




	22.2.  -  This Purchase and Sale Agreement is
executed irrevocably and irreversibly and is binding upon the  parties and their
successors on any account, as well as on assignees that are duly authorized on the terms
of  this Purchase and Sale Agreement.




	22.3.  -  The  parties hereby  expressly
acknowledge  that the  obligations  undertaken by them hereunder  shall be  specifically
performed on the terms of Articles 461, 486 and 632 to 645 of the Brazilian Code of Civil
Procedure.




	22.4.  -  The rights and obligations deriving from
this Purchase and Sale Agreement shall not be assigned, either  wholly or in part,
directly or indirectly, to third parties, unless with prior and express consent of the
other  party, which consent shall not be unreasonably denied.




	22.5.  -  Any and all communications between the
parties shall be made in writing and shall be considered valid,  unless provided for
otherwise, if sent by means of registered mail or by fax to the addresses shown below:




	(a)       if to the Sellers:

Av. Paulista, 37, 20o andar, 

01311  -  000, São Paulo, SP,  
Phone: 3281  -  8000






















 
	 	   -  42  -   




	Fax.: 3281  -  8151  
Attn.: Drs. Fernão C. B.
Bracher and Antonio Beltran Martinez




	with copy to:




	Pinheiro Neto Advogados

Rua Boa Vista, 254, 9o andar, 

01014  -  807, São Paulo, SP,  
Phone: 3247  -  8400  
Fax.: 3247  -  8600

Attn.: Dr. Antonio Mendes




	(b)       if to Itaú:

Praça Alfredo Egydio de Souza Aranha, 100, Torre Itaúsa,

04344  -  902, São Paulo, SP,

Phone: 5019  -  2959  
Fax.: 5019  -  2933

Attn.: Dr. Roberto Egydio Setubal




	with copy to:




	Praça Alfredo Egydio de Souza Aranha, 100, Torre C,
      12o andar 

      04344  -  902, São Paulo, SP, 

      Phone: 5019  -  1653 

      Fax.: 5019  -  1322 

      Attn.: Dr. Luciano Amaro




	or to any other address that the parties may at
any time communicate to the other party in writing.




	22.6.  -  The notifications and communications given
according to Article 22.5 shall be considered received (i) on  the date of the receipt
notice, if delivered by registered mail, or (ii) at the time of confirmation of receipt
of transmission, if sent by fax.




	22.7.  -  The terms and conditions stipulated
hereunder supersede any and all previous understandings between the  parties on the same
matters dealt hereunder.




	22.8.  -  In the event that any provision of this
Purchase and Sale Agreement is deemed to be  invalidated,  illegal  or unenforceable for
any reason,  and if such  invalidation,  illegality or  unenforceability  does not affect
the  structure  or  essence  of this  Purchase  and Sale 






















 
	 	   -  43  -   




	Agreement,  the  parties  shall  negotiate  in
good faith the  replacement of the  invalidated,  null or  unenforceable  provision by
another that seeks to preserve the original  interests of the parties.




	22.9.  -  Any  omission,  concession or forbearance
by any one of the parties in exercising the rights attributed to  it on the terms of this
instrument  shall not operate as waiver of such rights nor shall  jeopardize the right of
exercising them at any time.




	XXIII.  -  JURISDICTION




	23.1.  -  The parties elect the Courts of the
Judicial District of São Paulo, State of São Paulo, as the only one  that is
competent to resolve any issues relative to the construal and performance of any
obligations deriving  from this Purchase and Sale Agreement, with exclusion of any other
court, no matter how privileged it may, with  due regard for the arbitration clauses
relative to the assessment of the Total Amount of Contingencies, provided  for in Article
4.6, and to the entries in the Memo Account, provided for in Article 16.22.




	In Witness Whereof, the parties execute this
Purchase and Sale Agreement instrument in four (4) counterparts of  equal content and
form, in the presence of the two (2) undersigned witnesses.





	 	São Paulo, November 4, 2002
	 	 
	 	FERNÃO CARLOS BOTELHO BRACHER
	 	 
	 	
      

    
	 	 
	 	ANTONIO BELTRAN MARTINEZ
	 	 
	 	
      

    
	 	 
	 	BANCO ITAÚ S.A.
	 	 
	 	
      

    
	 	Name: Roberto Egydio Setubal 

      Title: Chief Executive Officer
	 	 
	 	
      

    
	 	Name: Henri Penchas 

      Title: Senior Vice  -  President
















 
	 	   -  44  -   




	Witnesses:





	1.  -  	  	 ____________________________________
	 	 	Name: Fernando Marques Cleto Duarte 

      ID No.: 6.152.173
	 	 	 
	2.  -  	 	____________________________________
	 	 	Name: João Dionisio F. Barreto Amoedo 

      ID No.: 4442051  -  IFP/RJ