<PAGE>
                                                                     EXHIBIT 4.1

                                                                  CONFORMED COPY

                                  June 3, 2005

                              BANCO BRADESCO S.A.,
                     acting through its Grand Cayman branch,
                                   as Issuer,

                                       and

              THE BANK OF NEW YORK TRUST COMPANY (CAYMAN) LIMITED,
                                   as Trustee

                   -----------------------------------------

                                    INDENTURE
 Relating to the U.S. $300,000,000 8.875% Perpetual Non-cumulative Junior
                                  Subordinated
                                   Securities

                   -----------------------------------------

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
Contents                                                                                                Page
<S>                                                                                                     <C>
1.       DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION.....................................     1

         1.1      Definitions........................................................................     1

         1.2      Construction.......................................................................    12

         1.3      Incorporation by Reference of Trust Indenture Act..................................    13

         1.4      Conflict with Trust Indenture Act..................................................    13

2.       THE SECURITIES..............................................................................    13

         2.1      Designation........................................................................    13

         2.2      Limitation on Principal Amount of Securities.......................................    15

         2.3      Authentication and Delivery of Securities..........................................    15

         2.4      Form of Trustee's Authentication...................................................    16

         2.5      Form of the Securities.............................................................    16

         2.6      General Provisions Regarding the Securities........................................    20

         2.7      Interest...........................................................................    20

         2.8      Limitation on Obligation to Make Interest Payments.................................    20

         2.9      Record Date........................................................................    21

         2.10     Issuance...........................................................................    21

         2.11     Denominations, etc. ...............................................................    21

         2.12     Execution of Securities............................................................    22

         2.13     Registration; Restrictions on Transfer.............................................    22

         2.14     Mutilated, Destroyed, Lost and Stolen Securities...................................    26

         2.15     Payments...........................................................................    27

         2.16     Additional Amounts.................................................................    28
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         2.17     Persons Deemed Owners..............................................................    31

         2.18     Cancellation.......................................................................    31

         2.19     Securityholder Lists...............................................................    32

         2.20     Temporary Securities...............................................................    32

         2.21     CUSIP Numbers......................................................................    32

3.       REDEMPTION..................................................................................    33

         3.1      Repurchase of Securities...........................................................    33

         3.2      Optional Redemption After the First Call Date......................................    33

         3.3      Optional Redemption in the Event of Change in Tax Treatment or Regulatory Event....    33

         3.4      Redemption Date....................................................................    34

         3.5      Notice of Redemption...............................................................    34

         3.6      Deposit of Base Redemption Price or Make-Whole Amount, as applicable...............    35

         3.7      Securities Payable on Redemption Date..............................................    36

4.       COVENANTS...................................................................................    36

         4.1      Payments of Interest...............................................................    36

         4.2      Dividend Stopper...................................................................    36

         4.3      Ranking............................................................................    36

         4.4      Officers' Certificate on Suspension of Accrual of Interest.........................    37

         4.5      Statement by Officers as to Default................................................    37

         4.6      Waiver of Certain Covenants........................................................    37

         4.7      Use of Proceeds....................................................................    38

         4.8      Notice of Payment Default..........................................................    38

         4.9      Further Actions....................................................................    38
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<TABLE>
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         4.10     Appointment to Fill a Vacancy in Office of Trustee.................................    38

         4.11     Payments and Paying Agents.........................................................    39

         4.12     Maintenance of Existence...........................................................    39

         4.13     Consolidation, Merger, Conveyance or Transfer......................................    40

         4.14     Listing............................................................................    41

         4.15     Additional Information for Ratings.................................................    41

5.       PAYMENT DEFAULT AND REMEDIES................................................................    41

         5.1      Payment Default....................................................................    41

         5.2      Suits For Enforcement..............................................................    42

         5.3      Trustee May File Proofs of Claim...................................................    43

         5.4      Trustee May Enforce Claims Without Possession of Securities........................    43

         5.5      Application of Money Collected.....................................................    43

         5.6      Limitation on Suits................................................................    44

         5.7      Unconditional Right of Securityholders to Receive Payments When Due................    44

         5.8      Restoration of Rights and Remedies.................................................    44

         5.9      Rights and Remedies Cumulative.....................................................    45

         5.10     Delay or Omission Not Waiver.......................................................    45

         5.11     Control by Securityholders.........................................................    45

         5.12     Waiver of Past Defaults............................................................    46

         5.13     Undertaking for Costs..............................................................    46

         5.14     Waiver of Usury, Stay or Extension Laws............................................    46

         5.15     No Set-Off.........................................................................    46

         5.16     No Liability of Directors, Officers, Employees, Incorporators or Stockholders......    47
</TABLE>

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<TABLE>
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6.       CONCERNING THE TRUSTEE......................................................................    47

         6.1      Certain Rights and Duties of Trustee...............................................    47

         6.2      Trustee Not Responsible for Recitals, etc. ........................................    50

         6.3      Trustee and Others May Hold Securities.............................................    50

         6.4      Moneys Held by Trustee or Paying Agent.............................................    50

         6.5      Compensation of Trustee and Its Lien...............................................    50

         6.6      Right of Trustee to Rely on Officers' Certificates and Opinions of Counsel.........    51

         6.7      The Bank of New York Trust Company (Cayman) Limited as Trustee.....................    52

         6.8      Persons Eligible for Appointment as Successor Trustee..............................    52

         6.9      Resignation and Removal of Trustee; Appointment of Successor.......................    52

         6.10     Acceptance of Appointment by Successor Trustee.....................................    53

         6.11     Merger, Conversion or Consolidation of Trustee.....................................    54

         6.12     Maintenance of Offices and Agencies................................................    55

         6.13     Reports by Trustee.................................................................    57

         6.14     Trustee Risk.......................................................................    57

         6.15     Appointment of Co-Trustee..........................................................    57

         6.16     Notice of Payment Default..........................................................    59

         6.17     Eligibility; Disqualification......................................................    59

         6.18     Preferential Collection of Claims Against Issuer...................................    60

7.       CONCERNING THE SECURITYHOLDERS..............................................................    60

         7.1      Acts of Securityholders............................................................    60

         7.2      Securities Owned by Issuer and Affiliates Deemed Not Outstanding...................    62
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<TABLE>
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8.       SECURITYHOLDERS' MEETINGS...................................................................    63

         8.1      Purposes for Which Securityholders' Meetings May Be Called.........................    63

         8.2      Trustee, Issuer and Securityholders May Call Meeting...............................    63

         8.3      Persons Entitled to Vote at Meeting................................................    63

         8.4      Determination of Voting Rights; Conduct and Adjournment of Meeting.................    64

         8.5      Counting Votes and Recording Action of Meeting.....................................    65

9.       SUPPLEMENTAL INDENTURES.....................................................................    65

         9.1      Supplemental Indenture with Consent of Securityholders.............................    65

         9.2      Supplemental Indentures Without Consent of Securityholders.........................    66

         9.3      Execution of Supplemental Indentures...............................................    68

         9.4      Effect of Supplemental Indentures..................................................    68

         9.5      Conformity with Trust Indenture Act................................................    68

         9.6      Reference in Securities to Supplemental Indentures.................................    68

         9.7      Moody's Consent and Notification...................................................    68

         9.8      Consent of the Central Bank of Brazil..............................................    69

10.      SATISFACTION AND DISCHARGE..................................................................    69

         10.1     Satisfaction and Discharge of Securities...........................................    69

         10.2     Satisfaction and Discharge of Indenture............................................    70

         10.3     Application of Trust Money.........................................................    71

11.      SUBORDINATION...............................................................................    71

         11.1     Agreement to Subordinate...........................................................    71

         11.2     Payment Over of Proceeds Upon Dissolution, Etc. ...................................    72

         11.3     No Payment When Senior Debt in Default.............................................    74
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<TABLE>
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         11.4     Payment Permitted in Certain Situations............................................    75

         11.5     Subrogation to Rights of Holders of Senior Debt....................................    75

         11.6     Provisions Solely to Define Relative Rights........................................    76

         11.7     Trustee to Effectuate Subordination................................................    76

         11.8     No Waiver of Subordination Provisions..............................................    77

         11.9     Notice to Trustee..................................................................    77

         11.10    Reliance on Judicial Order or Certificate of Liquidating Agent.....................    78

         11.11    Trustee Not Fiduciary for Holders of Senior Debt...................................    78

         11.12    Rights of Trustee as Holder of Senior Debt; Preservation of Trustee's Rights.......    78

         11.13    Article Applicable to Paying Agents................................................    78

12.      MISCELLANEOUS...............................................................................    79

         12.1     Compliance Certificates and Opinions...............................................    79

         12.2     Form of Documents Delivered to Trustee.............................................    79

         12.3     Notices, etc. to Trustee...........................................................    80

         12.4     Notices to Securityholders; Waiver.................................................    81

         12.5     Effect of Headings and Table of Contents...........................................    82

         12.6     Successors and Assigns.............................................................    82

         12.7     Severability Clause................................................................    83

         12.8     Benefits of Indenture..............................................................    83

         12.9     Legal Holidays.....................................................................    83

         12.10    Currency Rate Indemnity............................................................    83

         12.11    Communication by Securityholders with Other Securityholders........................    85

         12.12    Governing Law......................................................................    86
</TABLE>

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<TABLE>
<S>                                                                                                      <C>
         12.13    Waiver of Jury Trial...............................................................    86

         12.14    Submission to Jurisdiction, etc. ..................................................    86

         12.15    Execution in Counterparts..........................................................    87
</TABLE>

EXHIBIT A(1)    Form of Restricted Global Security
EXHIBIT A(2)    Form of Regulation S Global Security
EXHIBIT A(3)    Form of Exchange Security
EXHIBIT B       Form of Authentication and Delivery Order
EXHIBIT C       Form of Regulation S Certificate
EXHIBIT D       Form of Restricted Securities Certificate
EXHIBIT E       Form of Unrestricted Securities Certificate

                                     -vii-
<PAGE>

INDENTURE (the "INDENTURE") dated as of June 3, 2005

BETWEEN

(1)   BANCO BRADESCO S.A., a company incorporated under the laws of the
      Federative Republic of Brazil, acting through its Grand Cayman branch (the
      "ISSUER"); and

(2)   THE BANK OF NEW YORK TRUST COMPANY (CAYMAN) LIMITED, as trustee (the
      "TRUSTEE") and as security registrar and paying agent in New York.

WHEREAS

(A)   The Issuer has duly authorized the issuance of the Securities (as defined
      below) in such principal amount or amounts as may from time to time be
      authorized in accordance with the terms of this Indenture;

(B)   The Issuer has duly authorized the execution and delivery of this
      Indenture to provide for the issuance of the Securities and the
      authentication and delivery thereof by the Trustee;

(C)   All things necessary to make the Securities, when executed by the Issuer
      and authenticated and delivered by the Trustee as provided in this
      Indenture, the valid, binding and legal obligations of the Issuer, and to
      constitute these presents a valid indenture and agreement according to its
      terms, have been done; and

(D)   Each of the parties hereto is entering into this Indenture for the benefit
      of the other party and for the equal and ratable benefit of the holders of
      (i) the Issuer's 8.875% Perpetual Non-cumulative Junior Subordinated
      Securities issued in accordance with the terms of this Indenture (the
      "ORIGINAL SECURITIES"), (ii) any Additional Securities (as defined herein)
      that may be issued from time to time under this Indenture, and (iii) the
      Exchange Securities (as defined herein) to be issued in exchange for the
      Initial Securities (as defined herein).

NOW, THEREFORE, the parties hereto agree as follows:

1.    DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

1.1   Definitions

      All terms used herein which are defined in the Trust Indenture Act, either
      directly or by reference therein, have the meanings assigned to them
      therein.

      The following capitalized terms shall have the meanings set forth below:

      "ACCOUNTING PRACTICES ADOPTED IN BRAZIL" means the Corporate Law Method
      together with the industry specific guidelines (provided by the rules and
      regulations of the Conselho Monetario Nacional (the National Monetary
      Council), the Central Bank of

                                      -1-
<PAGE>

      Brazil, the Commissao de Valores Mobiliarios (the Brazilian Securities
      Commission) and other regulatory entities) that are also considered part
      of the accounting practices adopted in Brazil.

      "ACT", when used with respect to any Securityholder, has the meaning set
      forth in Section 7.1.

      "ADDITIONAL AMOUNTS" has the meaning set forth in Section 2.16.

      "ADDITIONAL SECURITIES" has the meaning set forth in Section 2.1(c).

      "AFFILIATE" with respect to any Person, means any other Person that,
      directly or indirectly, controls, is controlled by or is under common
      control with such Person; it being understood that for purposes of this
      definition, the term "control" (including the terms "controlling",
      "controlled by" and "under common control with") of a Person shall mean
      the possession, direct or indirect, of the power to vote 10% or more of
      the equity or similar voting interests of such Person or to direct or
      cause the direction of the management and policies of such Person, whether
      through the ownership of such interests, by contract or otherwise.

      "AGENT MEMBER" means a member of, or participant in, DTC, Euroclear or
      Clearstream, Luxembourg, as the case may be.

      "APPLICABLE PROCEDURES" has the meaning set forth in Section 2.13(e)(i).

      "AUTHENTICATING AGENT" means the Person acting as Authenticating Agent
      hereunder pursuant to Section 6.12.

      "AUTHORIZED AGENT" means any Paying Agent, Authenticating Agent, Security
      Registrar or other agent appointed in accordance with this Indenture to
      perform any function that this Indenture authorizes such agent to perform.

      "AUTHORIZED REPRESENTATIVE" of the Issuer or any other Person means,
      subject to the requirements of the Trust Indenture Act, the person or
      persons authorized to act on behalf of such entity pursuant to a valid
      power of attorney by its Board of Directors or any other similar competent
      governing body of such entity or any other Person duly authorized in
      accordance with its organizational documents.

      "AUTHORIZED SIGNATORY" means any officer of the Trustee or any other
      individual who shall be duly authorized by appropriate corporate action on
      the part of the Trustee to authenticate Securities.

      "BASE REDEMPTION PRICE" means the price equal to (i) 100% of the aggregate
      Principal Amount of the Securities Outstanding on the Redemption Date,
      plus (ii) accrued and unpaid Interest, if any, thereon with respect to the
      then current Interest Period through the

                                      -2-
<PAGE>

      Redemption Date, plus (iii) any other amounts accrued and unpaid under the
      Securities and this Indenture.

      "BOARD OF DIRECTORS", when used with respect to a corporation, means
      either the board of directors of such corporation or any committee of that
      board duly authorized to act for it, and when used with respect to a
      limited liability company, partnership or other entity other than a
      corporation, any Person or body authorized by the organizational documents
      or by the voting equity owners of such entity to act for them.

      "BOARD RESOLUTION" means a copy of a resolution certified by the Secretary
      or an Assistant Secretary of the Issuer to have been adopted by the Board
      of Directors of the Issuer and to be in full force and effect on the date
      of such certification.

      "BRAZIL" means the Federative Republic of Brazil.

      "BUSINESS DAY" means a day that is a day other than Saturday, Sunday or a
      day on which banking institutions in Sao Paulo, Brazil, the Cayman Islands
      or New York City, United States generally are authorized or required by
      law or order to remain closed.

      "CENTRAL BANK OF BRAZIL" means Banco Central do Brasil.

      "CLEARSTREAM, LUXEMBOURG" means Clearstream Banking, societe anonyme.

      "CLOSING DATE" means June 3, 2005.

      "COMMON SHARES" means the Issuer's common shares.

      "COMPARABLE TREASURY ISSUE" means the United States Treasury security
      selected by an Independent Investment Banker as having a maturity
      comparable to the Remaining Life that would be utilized, at the time of
      selection and in accordance with customary financial practice, in pricing
      new issues of corporate debt securities of comparable maturity to the
      Remaining Life. If no United States Treasury security has a maturity which
      is within a period from three months before to three months after the
      First Call Date, the two most closely corresponding United States Treasury
      securities will be used as the Comparable Treasury Issue, and the U.S.
      Treasury Rate will be interpolated or extrapolated on a straight-line
      basis, rounding to the nearest month using such securities. All
      percentages resulting from any calculation related to the U.S. Treasury
      Rate will be rounded to the nearest one hundred-thousandth of a percentage
      point, with five-one millionths of a percentage point rounded upwards. For
      example, 9.876545% (or .09876545) would be rounded to 9.87655% (or
      .0987655). All dollar amounts used in or resulting from any calculation
      related to the U.S. Treasury Rate will be rounded to the nearest cent
      (with one-half or unit being rounded upwards).

                                      -3-
<PAGE>

      "COMPARABLE TREASURY PRICE" means with respect to the relevant Redemption
      Date (A) the average of four Reference Treasury Dealer Quotations (as
      defined below) for the Redemption Date, after excluding the highest and
      lowest of such Reference Treasury Dealer Quotations, or (B) if the
      Independent Investment Banker obtains fewer than four such Reference
      Treasury Dealer Quotations, the average of all such quotations.

      "CORPORATE LAW METHOD" means the Lei das Sociedades por Acoes (Law
      6,404/76, as amended), which sets forth the accounting method required to
      be followed by all Brazilian corporate entities.

      "CORPORATE TRUST OFFICE" means the office of the Trustee or Security
      Registrar at which the corporate trust business of the Trustee or Security
      Registrar, as the case may be, shall at any particular time be
      administered, which at the time of the execution of this Indenture is, in
      each case, located care of The Bank of New York at 101 Barclay Street,
      Floor 21W, New York, New York 10286, Attention: Global Finance Unit.

      "CUSIP" means the CUSIP Service Bureau.

      "CUSTODIAN" has the meaning set forth in Section 2.5.

      "DEFAULT" means an event or condition that, with the giving of notice,
      lapse of time or failure to satisfy certain specified conditions, or any
      combination thereof, would become a Payment Default if not cured or
      remedied.

      "DEPOSITARY" means DTC.

      "DISTRIBUTABLE PROFITS" means, in respect of each fiscal year of the
      Issuer, the aggregate amount, as set out in the financial statements of
      the Issuer for the immediately preceding fiscal year, of accumulated
      retained earnings increased by profit or decreased by any loss from such
      prior fiscal year, net of any amounts required to be transferred to legal
      or other restricted reserves.

      "DISTRIBUTION COMPLIANCE PERIOD" means, with regard to Securities offered
      and sold in their initial distribution outside the United States in
      reliance on Regulation S, the period of 40 consecutive days beginning on
      the later of (i) the date on which the Securities are first offered to
      persons other than distributors (as defined in Regulation S) in reliance
      on Regulation S, and (ii) the date on which the Securities are initially
      issued, authenticated and sold.

      "DTC" means The Depository Trust Company, having a principal office at 55
      Water Street, New York, New York 10041-0099, together with any Person
      succeeding thereto by merger, consolidation or acquisition of all or
      substantially all of its assets, including substantially all of its
      securities payment and transfer operations.

      "EUROCLEAR" means Euroclear Bank S.A./N.V., as operator of the Euroclear
      system.

                                      -4-
<PAGE>

      "EXCHANGE ACT" means the U.S. Securities Exchange Act of 1934, as amended
      and in effect from time to time.

      "EXCHANGE SECURITIES" means the 8.875% Perpetual Non-cumulative Junior
      Subordinated Securities to be issued in exchange for the Initial
      Securities in accordance with the Registration Rights Agreement.

      "FIRST CALL DATE" means June 3, 2010.

      "GLOBAL SECURITY" has the meaning set forth in Section 2.5.

      "GOVERNMENTAL AUTHORITY" means the government of Brazil, the Cayman
      Islands, or any political subdivision thereof, whether federal, state or
      local, and any agency, authority, instrumentality, regulatory body, court,
      central bank or other person exercising executive, legislative, judicial,
      taxing, regulatory or administrative powers or functions of or pertaining
      to government over Banco Bradesco S.A.

      "INCREASED INTEREST" means any and all amounts that become payable
      pursuant to Section 5 of the Registration Rights Agreement.

      "INDENTURE" has the meaning set forth in the preamble hereto.

      "INDEPENDENT INVESTMENT BANKER" means one of the Reference Treasury
      Dealers appointed by the Issuer.

      "INITIAL SECURITIES" means, collectively, the Original Securities and
      Additional Securities.

      "INTEREST" means cash interest on the Securities and includes Increased
      Interest.

      "INTEREST PAYMENT DATE" has the meaning set forth in Section 2.7.

      "INTEREST PERIOD" means the period beginning on an Interest Payment Date
      and ending on the day before the next Interest Payment Date.

      "ISSUER" has the meaning set forth in the preamble to this Indenture.

      "ISSUER ORDER" means a written request or order signed in the name of the
      Issuer by an Authorized Representative.

      "JUNIOR SECURITIES" means the Common Shares of the Issuer, or any other
      securities or instruments which rank junior to the Securities, as regards
      interest on a return of assets upon liquidation or in respect of interest
      or payment of dividends or any other payments thereon.

                                      -5-
<PAGE>

      "LAW" means any constitutional provision, law, statute, rule, regulation,
      ordinance, treaty, order, decree, judgment, decision, certificate,
      holding, or injunction, enforceable at law or in equity, along with the
      interpretation and administration thereof by any Governmental Authority
      charged with the interpretation or administration thereof.

      "LUXEMBOURG PAYING AGENT" has the meaning set forth in Section 6.12(h)
      hereof.

      "LUXEMBOURG TRANSFER AGENT" has the meaning set forth in Section 6.12(h)
      hereof.

      "MAJORITY SECURITYHOLDERS" means the holders of more than 50% in aggregate
      principal amount of the Securities then Outstanding at any time.

      "MAKE-WHOLE AMOUNT" means an amount per Security as determined by the
      Independent Investment Banker (as defined above), equal to the sum of (i)
      the present value of a payment of the Principal Amount, plus (ii) the
      present value of the scheduled quarterly cumulative Interest payments from
      the Redemption Date through and including the First Call Date, in each
      case of (i) and (ii) above, discounted from the First Call Date (in the
      case of the Principal Amount) or the applicable Interest Payment Date (in
      the case of scheduled Interest payments) to the Redemption Date on a
      quarterly basis (assuming a 360-day year consisting of twelve 30-day
      months) at the U.S. Treasury Rate plus 0.25%, plus (iii) any accumulated
      and unpaid Interest for the then current Interest Period through the
      Redemption Date, plus (iv) any other amounts accrued and unpaid under the
      Securities and the Indenture.

      "MOODY'S" means Moody's Investors Service, Inc.

      "OFFICERS' CERTIFICATE" means a certificate of two Authorized
      Representatives of the Issuer in compliance with the requirements of
      Section 12.1.

      "OPINION OF COUNSEL" means a written opinion of counsel in compliance with
      the requirements of Section 12.1 hereof from any Person which may include,
      without limitation, counsel for the Issuer, whether or not such counsel is
      an employee of the Issuer.

      "ORIGINAL SECURITIES" has the meaning set forth in the recitals to this
      Indenture.

      "OUTSTANDING", when used with respect to Securities or any Principal
      Amount thereof, means, as of the date of determination, all Securities
      theretofore authenticated and delivered under this Indenture, except
      Securities:

            (a)   theretofore canceled by the Trustee or delivered to the
                  Trustee for cancellation;

            (b)   for which redemption money in the necessary amount has been
                  theretofore deposited in trust with the Trustee; provided,
                  that if such Securities are to be redeemed prior to the
                  maturity thereof, notice of such redemption has

                                      -6-
<PAGE>

                  been duly given pursuant to Article 3 or provision therefor
                  satisfactory to the Trustee has been made;

            (c)   Securities deemed to have been paid within the meaning of
                  Section 10.1; or

            (d)   that have been exchanged for Exchange Securities or Securities
                  in lieu of which Exchange Securities have been authenticated
                  and delivered pursuant to this Indenture other than any
                  Securities in respect of which there shall have been presented
                  to the Trustee proof satisfactory to it that such Securities
                  are held by a bona fide purchaser in whose hands such
                  Securities constitute valid obligations of the Issuer;

      provided, however, that in determining whether the Securityholders of the
      requisite principal amount of the Outstanding Securities have given any
      request, demand, authorization, direction, notice, consent or waiver
      hereunder, Securities owned by the Issuer, or any of its Subsidiaries or
      Affiliates, shall be disregarded and deemed not to be Outstanding, except
      that, in determining whether the Trustee shall be protected in relying
      upon any such request, demand, authorization, direction, notice, consent
      or waiver, only Securities which a Responsible Officer of the Trustee
      actually knows to be so owned shall be so disregarded. Securities so owned
      which have been pledged in good faith may be regarded as Outstanding if
      the pledgee establishes to the satisfaction of the Trustee the pledgee's
      right to act with respect to such Securities and that the pledgee is not
      the Issuer or a Subsidiary thereof or any Affiliate of the Issuer or any
      Subsidiary thereof.

      "PARITY SECURITIES" means the most senior ranking preference shares (if
      any), any non-cumulative preference shares, any securities which rank or
      are expected to rank pari passu with the Securities, or any other
      instruments which qualify as Tier I capital, other than the Junior
      Securities.

      "PAYING AGENT" means the Trustee and its successors and assigns and any
      other paying agent appointed by the Issuer in accordance with Sections
      2.15(b) and 6.12.

      "PAYMENT DATE" means any of the Interest Payment Dates or the Redemption
      Date or any other date on which payments on the Securities in respect of
      principal, interest or other amounts are required to be paid pursuant to
      this Indenture and the Securities.

      "PAYMENT DEFAULT" has the meaning set forth in Section 5.1.

      "PERSON" means an individual, partnership, corporation (including a
      business trust), limited liability company, joint stock company, trust,
      unincorporated association, joint venture or other entity, or a government
      or any political subdivision or agency thereof.

                                      -7-
<PAGE>

      "PLACE OF PAYMENT", when used with respect to the Securities means the
      office or agency of the Trustee maintained pursuant to Section 6.12 and
      such other place or places, if any, where the principal of and interest on
      the Securities are payable as specified herein.

      "PREDECESSOR SECURITIES", with respect to any particular Security, means
      any previous Security evidencing all or a portion of the same debt as that
      evidenced by such particular Security; for the purposes of this
      definition, any Security authenticated and delivered under Section 2.14 in
      lieu of a lost, destroyed or stolen Security shall be deemed to evidence
      the same debt as the lost, destroyed or stolen Security.

      "PRINCIPAL AMOUNT" has the mean set forth in Section 2.7.

      "PROCESS AGENT" has the meaning set forth in Section 12.14.

      "RECORD DATE" means, with respect to any payment to be made on a Payment
      Date, the Business Day that is fifteen calendar days prior to such Payment
      Date.

      "REDEMPTION DATE" has the meaning set forth in Section 3.4.

      "REFERENCE TREASURY DEALER" means each of Merrill Lynch Government
      Securities Inc. and their respective successors; provided, however, that
      if any of the foregoing or their affiliates will cease to be a primary
      U.S. Government securities dealer in the City of New York (a "PRIMARY
      TREASURY DEALER"), the Issuer will substitute therefore another Primary
      Treasury Dealer.

      "REFERENCE TREASURY DEALER QUOTATIONS" means, with respect to each
      Reference Treasury Dealer and the Redemption Date, the average, as
      determined by the Independent Investment Banker, of the bid and ask prices
      for the Comparable Treasury Issue (expressed in each case as a percentage
      of its principal amount) quoted in writing to the Independent Investment
      Banker by such Reference Treasury Dealer at 5:00 p.m., New York City time,
      on the third Business Day preceding the Redemption Date.

      "REGISTRATION RIGHTS AGREEMENT" means the registration rights agreement
      dated as of June 3, 2005 between the Issuer and Merrill Lynch, Pierce,
      Fenner & Smith Incorporated as the same may be amended or supplemented
      from time to time and any other registration rights agreement entered into
      in connection with the issuance of Additional Securities hereunder.

      "REGULATION S" means Regulation S promulgated under the Securities Act, as
      amended and in effect from time to time.

      "REGULATION S CERTIFICATE" has the meaning set forth in Section
      2.13(e)(i).

      "REGULATION S GLOBAL SECURITY" has the meaning set forth in Section 2.5.

                                      -8-
<PAGE>

      "REGULATION S SECURITY" means a Security required to bear the Restrictive
      Legend applicable to Regulation S Securities provided for in Exhibit A(2),
      including the Regulation S Global Security.

      "REGULATORY EVENT" means that, subsequent to the time the Securities
      initially qualify as Tier I capital, the Issuer is notified in writing by
      the Central Bank of Brazil that the Securities may not be included in the
      consolidated Tier I Capital of the Issuer.

      "REMAINING LIFE" means the period from the Redemption Date to and
      including the First Call Date.

      "RESOLUTION 2,837" means Resolution No. 2837 of May 30, 2001 issued by the
      Conselho Monetario Nacional (the National Monetary Council), as amended,
      modified or superseded from time to time.

      "RESPONSIBLE OFFICER", when used with respect to the Trustee, means any
      officer in the Corporate Trust Office (or any successor group of the
      Trustee) including any vice president, assistant vice president, assistant
      treasurer or any other officer of the Trustee customarily performing
      functions similar to those performed by the persons who at the time shall
      be such officers, respectively, or to whom any corporate trust matter is
      referred because of his knowledge and familiarity with the particular
      subject and who shall have direct responsibility for the administration of
      this Indenture.

      "RESTRICTED SECURITY" means a Security required to bear the Restrictive
      Legend applicable to Restricted Securities provided for in Exhibit A(1),
      including the Restricted Global Security.

      "RESTRICTED SECURITIES CERTIFICATE" has the meaning set forth in Section
      2.13(e)(ii).

      "RESTRICTED PAYMENT EVENT" means any of the following:

        (a) the Issuer declares, pays or distributes a dividend or interest on
            capital or makes a payment on, or in respect of, any of the Issuer's
            Junior Securities or Parity Securities; or

        (b) the Issuer or any of its subsidiaries redeems, purchases or
            otherwise acquires for any consideration any of the Issuer's or its
            subsidiaries' Junior Securities or any Parity Securities, other
            than:

            (i)   by conversion into, or in exchange for the Issuer's Common
                  Shares;

            (ii)  in connection with transactions effected by or for the account
                  of the Issuer's customers or customers of any of the Issuer's
                  subsidiaries in connection with interest, trading or
                  market-making activities in respect of the Junior Securities
                  or Parity Securities;

                                      -9-
<PAGE>

            (iii) in connection with the Issuer's satisfaction of the Issuer's,
                  or the Issuer's subsidiaries' obligations under any employee
                  benefit plans or similar arrangements with or for the benefit
                  of employees, officers, directors or consultants;

            (iv)  as a result of a reclassification of the Issuer's capital
                  stock or any of the Issuer's subsidiaries capital stock or the
                  exchange or conversion of one class or series of capital stock
                  for another class or series of capital stock; or

            (v)   the purchase of the fractional interests in shares of the
                  Issuer's capital stock or the capital stock of any of the
                  Issuer's subsidiaries pursuant the conversion or exchange
                  provisions of that capital stock (or the security being
                  converted or exchanged).

      "RESTRICTIVE LEGEND" means the legends required by the Forms of Security
      attached hereto as Exhibit A.

      "SEC" means the Securities and Exchange Commission of the United States.

      "SECURITIES" means, collectively, the Initial Securities and the Exchange
      Securities, treated as a single class of securities, as amended or
      supplemented from time to time in accordance with the terms hereof, that
      are issued pursuant to this Indenture.

      "SECURITIES ACT" means the U.S. Securities Act of 1933, as amended and in
      effect from time to time.

      "SECURITYHOLDER" means a Person in whose name a Security is registered in
      the Security Register.

      "SECURITY REGISTER" has the meaning set forth in Section 2.13.

      "SECURITY REGISTRAR" means any Person acting as Security Registrar
      pursuant to Section 2.13.

      "SENIOR DEBT" means:

      (a)   all claims of the Issuer's unsubordinated creditors;

      (b)   all claims of the Issuer's subordinated creditors whose claims are,
            or are expressed to be, subordinated only to the claims of the
            Issuer's unsubordinated creditors (whether only in the event of the
            Issuer's bankruptcy or otherwise); and

      (c)   all claims of all of the Issuer's other creditors, except those
            whose claims are, or are expressed to rank, pari passu with, or
            junior to, the claims of Securityholders.

                                      -10-
<PAGE>

      "STATED RATE" means, for any Interest Period, 8.875% per annum.

      "SUBSIDIARY" means, as to any Person, a corporation, company, partnership
      or other entity of which shares of stock or other ownership interests
      having ordinary voting power (other than stock or such other ownership
      interests having such power only by reason of the happening of a
      contingency) to elect a majority of the board of directors (or similar
      governing body) of such corporation, partnership or other entity are at
      the time owned, or the management of which is otherwise controlled,
      directly or indirectly through one or more intermediaries, or both, by
      such Person. Unless otherwise qualified, all references to a "SUBSIDIARY"
      or to "SUBSIDIARIES" in this Agreement shall refer to a Subsidiary or
      Subsidiaries of the Issuer.

      "TAX EVENT" means a determination by the Issuer that immediately prior to
      the giving of the notice referred to in Section 3.3 on the next Interest
      Payment Date that the Issuer would, for reasons outside its control, be
      obligated to pay Additional Amounts in excess of Additional Amounts which
      the Issuer would be obligated to pay if payments of Interest under the
      Securities were subject to withholding or deduction at a rate of 15% or
      higher and the Issuer cannot avoid such circumstance by taking reasonable
      measures.

      "TAXING JURISDICTION" has the meaning set forth in Section 2.16.

      "THE BANK OF NEW YORK" means The Bank of New York, a New York banking
      corporation.

      "TIER I CAPITAL" has the meaning set forth in any applicable Tier I
      Regulation.

      "TIER I REGULATION" means any regulation to be issued and adopted by a
      Governmental Authority in Brazil setting out the applicable requirements
      relating to the qualification of bank securities as Patrimonio de
      Referencia nivel I (tier I capital or core capital), as defined in
      Resolution 2,837, which may be modified by the expected regulation to be
      issued by a Governmental Authority in Brazil, for the purposes of
      determining the capital adequacy of a bank. Tier I Regulation does not
      include Resolution 2,837, as in effect on the date hereof.

      "TRANSPARENCY DIRECTIVE" means Directive 2004/109/EC of the European
      Parliament and of the Council of Ministers, dated December 15, 2004,
      regarding the harmonization of transparency requirements for information
      about issuers whose securities are admitted to trading on a European Union
      regulated market which effective January 20, 2005, requires member states
      to take measures necessary to comply with this directive by January 20,
      2007.

      "TRUSTEE" means the person named as the "Trustee" in the preamble to this
      Indenture and its successors and assigns.

                                      -11-
<PAGE>

      "TRUST INDENTURE ACT" means the U.S. Trust Indenture Act of 1939, as
      amended and in effect from time to time.

      "UNITED STATES" means the United States of America.

      "U.S. DOLLARS" or "U.S.$" means the lawful currency of the United States.

      "U.S. TREASURY RATE" means (i) the yield, under the heading that
      represents the average for the week immediately prior to the Redemption
      Date, appearing in the most recently published statistical release
      designated "H.15(519)" or any successor publication that is published
      weekly by the U.S. Federal Reserve and that establishes yields on actively
      traded United States Treasury securities adjusted to constant maturity
      under the caption "Treasury Constant Maturities", for the maturity most
      closely corresponding to the Remaining Life (if no maturity is within
      three months before or after the Remaining Life, yields for the two
      published maturities most closely corresponding to the Remaining Life will
      be determined and the U.S. Treasury Rate will be the rate obtained by
      interpolating or extrapolating from such yields on a straight-line basis,
      rounding to the nearest month) or (ii) if such release (or any successor
      release) is not published during the week preceding the calculation date
      or does not contain such yields, the rate per annum equal to the annual
      equivalent yield to maturity of the Comparable Treasury Issue (as defined
      below), calculated using a price for the Comparable Treasury Issue
      (expressed as a percentage of its principal amount) equal to the
      Comparable Treasury Price (as defined below) for the Redemption Date. The
      U.S. Treasury Rate will be calculated on the third Business Day preceding
      the Redemption Date.

1.2   Construction

      For all purposes of this Indenture (and for all purposes of the Securities
      or any other instrument or agreement that incorporates provisions of this
      Indenture by reference), except as otherwise expressly provided or unless
      the context otherwise requires:

      (a)   the terms defined in this Article have the meanings assigned to them
            in this Article, and include the plural as well as the singular;

      (b)   except as otherwise expressly provided herein, (i) all accounting
            terms used herein shall be interpreted, (ii) all financial
            statements and all certificates and reports as to financial matters
            required to be delivered to the Trustee hereunder shall be prepared,
            and (iii) all calculations to be made for the purposes of
            determining compliance with this Indenture shall be made, by
            reference to the Issuer's financial statements prepared in
            accordance with, or by application of, Accounting Practices Adopted
            in Brazil;

      (c)   all references in this Indenture (including the Exhibits hereto) to
            designated "Articles", "Sections" and other subdivisions are to the
            designated Articles, Sections and other subdivisions of this
            Indenture;

                                      -12-
<PAGE>

      (d)   the words "herein", "hereof and "hereunder" and other words of
            similar import refer to this Indenture as a whole and not to any
            particular Article, Section or other subdivision;

      (e)   unless the context clearly indicates otherwise, pronouns having a
            masculine or feminine gender shall be deemed to include the other;

      (f)   unless otherwise expressly specified, any agreement, contract or
            document defined or referred to herein shall mean such agreement,
            contract or document as in effect as of the date hereof, as the same
            may thereafter be amended, supplemented or otherwise modified from
            time to time in accordance with the terms of this Indenture and the
            Securities and shall include any agreement, contract, instrument or
            document in substitution or replacement of any of the foregoing
            entered into in accordance with the terms of this Indenture and the
            Securities;

      (g)   any reference to any Person shall include its permitted successors
            and assigns in accordance with the terms of this Indenture and the
            other Transaction Documents including, in the case of any
            Governmental Authority, any Person succeeding to its functions and
            capacities; and

      (h)   unless the context clearly requires otherwise, references to "Law"
            or to any particular Law shall include Laws or such particular Law
            as in effect at each, every and any of the times in question,
            including any amendments, replacements, supplements, extensions,
            modifications, consolidations, restatements, revisions or
            reenactments thereto or thereof, and whether or not in effect at the
            date of this Indenture.

1.3   Incorporation by Reference of Trust Indenture Act

      Whenever this Indenture refers to a provision of the Trust Indenture Act,
      such provision is incorporated by reference in, and made part of, this
      Indenture.

1.4   Conflict with Trust Indenture Act

      If any provision hereof limits, qualifies or conflicts with a provision of
      the Trust Indenture Act which is required under such Act to be a part of
      and govern this Indenture, the applicable provision of the Trust Indenture
      Act shall control. If any provision of this Indenture modifies or excludes
      any provision of the Trust Indenture Act which may be so modified or
      excluded, the latter provision shall be deemed to apply to this Indenture
      as so modified or to be excluded, as the case may be.

2.    THE SECURITIES

2.1   Designation

                                      -13-
<PAGE>

      (a)   The Securities may be issued in one or more tranches. All Securities
            shall be substantially identical except as to denomination and the
            other matters described in Sections 2.1(c) and 2.2(b).

      (b)   There is hereby created a series of Original Securities designated
            the "8.875% Perpetual Non-cumulative Junior Subordinated
            Securities", issuable in one or more tranches in the aggregate
            principal amount of U.S.$300,000,000, which are to be issued
            pursuant to this Indenture.

      (c)   With respect to any additional securities ("ADDITIONAL SECURITIES")
            issued after the Closing Date (excluding Securities issued upon
            registration or transfer of, or in exchange for, or in lieu of,
            other Securities pursuant to Sections 2.13, 2.14, 2.15, and 9.5),
            which such issuance of Additional Securities shall be subject to the
            prior consent of the Central Bank of Brazil, if required, there
            shall be established in or pursuant to a Board Resolution which
            shall be delivered to the Trustee accompanied by an Officers'
            Certificate; or established in one or more indentures supplemental
            hereto, prior to the issuance of such Additional Securities:

            (i)   the aggregate principal amount of such Additional Securities
                  that may be authenticated and delivered under this Indenture
                  and their denomination;

            (ii)  the issue price and issuance date of such Additional
                  Securities, including the date from which interest on such
                  Additional Securities shall accrue; provided, however, that no
                  Additional Securities may be issued at a price that would
                  cause such Additional Securities to have "original issue
                  discount" within the meaning of Section 1273 of the U.S.
                  Internal Revenue Code of 1986, as amended; and

            (iii) if applicable, that such Additional Securities shall be
                  issuable in whole or in part in the form of one or more Global
                  Securities and, in such case, the respective depositaries for
                  such Global Securities, the form of any legend or legends that
                  shall be borne by such Global Securities in addition to or in
                  lieu of those set forth in Exhibits A(1) and A(2) hereto and
                  any circumstances in addition to or in lieu of those set forth
                  in Section 2.13 in which any such Global Security may be
                  exchanged in whole or in part for Additional Securities
                  registered, or any transfer of such Global Security in whole
                  or in part may be registered, in the name or names of persons
                  other than the depositary for such Global Security or a
                  nominee thereof.

            If any of the terms of any Additional Securities are established by
            action taken pursuant to a Board Resolution, a copy of an
            appropriate record of such action shall be certified by an
            Authorized Representative of the Issuer and delivered to the Trustee
            at or prior to the delivery of the Officers' Certificate or
            indenture supplemental hereto setting forth the terms of the
            Additional Securities.

                                      -14-
<PAGE>

      (d)   Issuance of Additional Securities shall be subject to confirmation
            from Moody's, if Moody's is then rating the Securities, that the
            rating of such additional series of securities shall be equal to or
            better than the rating of the existing Securities.

2.2   Limitation on Principal Amount of Securities

      (a)   The maximum aggregate principal amount of the Securities provided
            for in Section 2.1 that may be Outstanding at any time shall be
            unlimited. Securities repurchased upon the redemption thereof as
            provided in Section 3.3 hereof may not be reissued. For the
            avoidance of doubt, however, the Issuer or any of its Subsidiaries
            may at any time, subject to the prior consent of the Central Bank of
            Brazil, if required, purchase Securities in the open market or
            otherwise; provided, that, any such Securities are promptly tendered
            to the Trustee for cancellation.

      (b)   The Board of Directors of the Issuer shall establish in or pursuant
            to a Board Resolution subject to Section 2.2(a), the limit upon the
            aggregate principal amount of each tranche of the Securities that
            may be authenticated and delivered under this Indenture (other than
            Securities authenticated and delivered upon registration of transfer
            of, or in exchange for, or in lieu of other Securities of that
            tranche pursuant to Sections 2.13, 2.14 and 2.20 and except for
            Securities which, pursuant to Section 9.6, are deemed never to have
            been authenticated and delivered hereunder).

2.3   Authentication and Delivery of Securities

      (a)   Any time and from time to time after the execution and delivery of
            this Indenture, the Issuer may deliver Securities executed by the
            Issuer to the Trustee for authentication, together with an Issuer
            Order in the form set out in Exhibit B for the authentication and
            delivery of such Securities, and the Trustee shall thereupon
            authenticate and make available for delivery such Securities in
            accordance with such Issuer Order, without any further action by the
            Issuer. In accordance with the Registration Rights Agreement, the
            Trustee will authenticate and make available for delivery Exchange
            Securities in exchange for Initial Securities. The Trustee shall
            authenticate Exchange Securities only for a principal amount not
            exceeding the principal amount of Initial Securities.

      (b)   No Security shall be secured by or entitled to any benefit under
            this Indenture or be valid or obligatory for any purpose unless
            there appears on such Security a certificate of authentication,
            substantially in the form provided for in Section 2.4, executed by
            the Trustee by the manual signature of any Authorized Signatory, and
            such certificate upon any Securities shall be conclusive evidence,
            and the only evidence, that such Security has been duly
            authenticated and delivered hereunder.

      (c)   The Trustee shall have the right to decline to authenticate and
            deliver the Securities under this Section 2.3 if the Trustee, after
            receipt of an Opinion of

                                      -15-
<PAGE>

            Counsel, determines that such action may not lawfully be taken by
            the Issuer or the Trustee or if the Trustee in good faith by its
            Board of Directors, board of trustees, executive committee, a trust
            committee of directors or trustees or Responsible Officer shall
            determine that such action does not comply with the provisions of
            this Indenture or any document or instrument delivered in connection
            herewith, or could expose the Trustee to personal liability. Prior
            to the authentication and delivery of the Securities, the Trustee
            shall also receive such other funds, accounts, documents,
            certificates, instruments or opinions as may be required thereunder
            or it may request in order to provide it with assurances that all
            action necessary in connection therewith has been taken.

      (d)   Notwithstanding the foregoing, if any Security shall have been
            authenticated and delivered hereunder but never issued or sold by
            the Issuer, and the Issuer shall deliver such Security to the
            Trustee for cancellation as provided in Section 2.18 for all
            purposes of this Indenture such Security shall be deemed never to
            have been authenticated and delivered hereunder and shall never have
            been or be entitled to the benefits hereof.

2.4   Form of Trustee's Authentication

      The Trustee's certificate of authentication on all Securities shall be in
      substantially the following form:

            "This Security is one of the Securities referred to in the
            within-mentioned Indenture.

            THE BANK OF NEW YORK TRUST COMPANY (CAYMAN) LIMITED, as Trustee

            By: __________________________
                Authorized Signatory"

2.5   Form of the Securities

      (a)   Securities offered and sold in reliance on Rule 144A will initially
            be represented by one or more permanent Global Securities (in
            substantially the form of Exhibit A(1) with the applicable
            Restrictive Legend) in definitive, fully registered book-entry form
            (collectively, the "RESTRICTED GLOBAL SECURITY") which will be
            registered in the name of DTC or its nominee and deposited on behalf
            of the purchasers of the Securities represented thereby with a
            custodian for DTC for credit to the respective accounts of such
            purchasers (or to such other accounts as they may direct) at DTC.

      (b)   Securities offered and sold in reliance on Regulation S will
            initially be represented by one or more permanent Global Securities
            (in substantially the form

                                      -16-
<PAGE>

            of Exhibit A(2) with the applicable Restrictive Legend) in
            definitive, fully registered book-entry form (collectively, the
            "REGULATION S GLOBAL SECURITY" and together with the Restricted
            Global Security, the "GLOBAL SECURITIES") which will be registered
            in the name of a nominee for DTC and deposited on behalf of the
            purchasers of the Securities represented thereby with a common
            depositary for DTC for credit to the respective accounts of such
            purchasers (or to such other accounts as they may direct) at DTC.

      (c)   Exchange Securities exchanged for interests in the Restricted Global
            Security, the Regulation S Global Security or any Initial Securities
            in definitive form will be issued in the form of one or more
            permanent Global Securities substantially in the Form of Exhibit
            A(3) in definitive, fully-registered book-entry form, which will be
            registered in the name of a nominee of DTC and deposited on behalf
            of the Securityholders represented thereby with a custodian for DTC
            for credit to the respective accounts of such holders (or to such
            other account as they may direct) at DTC.

      (d)   The Securities shall be in registered form and may have such
            letters, numbers or other marks of identification and such legends
            or endorsements printed, lithographed, engraved, typewritten or
            photocopied thereon as may be required to comply with the rules of
            any securities exchange upon which the Securities are to be listed
            or to conform to any usage in respect thereof, or as may,
            consistently herewith, be prescribed by the Board of Directors of
            the Issuer or by the Authorized Representative executing such
            Securities, such determination by said Authorized Representative to
            be evidenced by its signing the Securities.

      (e)   The Securities may be issued in the form of definitive Securities
            under the circumstances described in Sections 2.13(c) and (d).
            Securities issued in definitive form shall be registered in the name
            or names of such Persons and for the principal amounts as the Issuer
            may request.

      (f)   The Issuer initially appoints DTC to act as depositary with respect
            to the Restricted Global Security. The Trustee is authorized to
            enter into a letter of representations with DTC in the form provided
            to the Trustee by the Issuer and to act in accordance with such
            letter. The Trustee, as custodian ("CUSTODIAN"), will act as
            custodian of the Restricted Global Security for DTC or appoint a
            sub-custodian to act in such capacity. So long as DTC or its nominee
            is the registered owner of the Restricted Global Security, it shall
            be considered the holder of the Securities represented thereby for
            all purposes hereunder and under the Restricted Global Security.
            None of the Issuer, the Trustee or any Paying Agent shall have any
            responsibility or liability for any aspect of the records relating
            to or payments made by DTC on account of beneficial interests in the
            Restricted Global Security. Interests in the Restricted Global
            Security shall be transferred on DTC's book-entry settlement system.

                                      -17-
<PAGE>

      (g)   At such time as all beneficial interests in a particular Global
            Security have been exchanged for Securities in definitive form or a
            particular Global Security has been redeemed, repurchased or
            canceled in whole and not in part, such Global Security shall be
            returned to or retained and canceled by the Trustee in accordance
            with Section 2.18. At any time prior to such cancellation, if any
            beneficial interest in a Global Security is exchanged for or
            transferred to a Person who will take delivery thereof in the form
            of a beneficial interest in another Global Security or in the form
            of Securities in definitive form, the principal amount of Securities
            represented by such Global Security shall be reduced accordingly and
            an endorsement shall be made on such Global Security by the Trustee
            or by DTC, as the case may be, at the direction of the Trustee to
            reflect such reduction; and if the beneficial interest is being
            exchanged for or transferred to a Person who will take delivery
            thereof in the form of a beneficial interest in another Global
            Security, the principal amount of such other Global Security shall
            be increased accordingly and an endorsement shall be made on such
            Global Security by the Trustee or by DTC, as the case may be, at the
            direction of the Trustee to reflect such increase. In addition, at
            any time prior to the cancellation of any Global Security, if a
            Security in definitive form is exchanged for, or transferred to a
            Person who will take delivery in the form of, a beneficial interest
            in such Global Security, then the Trustee shall cancel such Security
            in definitive form in accordance with Section 2.18, and the
            principal amount of such Global Security shall be increased
            accordingly and an endorsement shall be made on such Global Security
            by the Trustee or by DTC, as the case may be, at the direction of
            the Trustee to reflect such increase.

      (h)   The forms of Securities may have such appropriate insertions,
            omissions, substitutions and other variations as are required or
            permitted by this Indenture and may have such letters, numbers or
            other marks of identification and such legends or endorsements
            placed thereon as may, consistent herewith, be applicable thereto or
            determined by officers of the Issuer executing such Securities, as
            evidenced by their execution thereof. Any portion of the text of any
            Security may be set forth on the reverse thereof, with an
            appropriate reference thereof on the face of the Security. If the
            Securities conflict or are inconsistent with the provisions of the
            Indenture, then this Indenture shall control.

      (i)   Agent Members shall have no rights under this Indenture with respect
            to any Global Security held on their behalf by DTC or by the
            Trustee, as Custodian of the Global Securities, and DTC or its
            nominee may be treated by the Issuer, the Trustee and any agent of
            the Issuer or the Trustee as the absolute owner of the relevant
            Global Security for all purposes whatsoever. Notwithstanding the
            foregoing, nothing herein shall prevent the Issuer, the Trustee or
            any agent of the Issuer or the Trustee from giving effect to any
            written certification, proxy or other authorization furnished by DTC
            or impair, as between DTC, and its respective Agent Members, the
            operation of customary practices of DTC governing the

                                      -18-
<PAGE>

            exercise of the rights of a holder of a beneficial interest in the
            relevant Global Security.

                                      -19-
<PAGE>

2.6   General Provisions Regarding the Securities

      The Securities are direct, unsecured obligations of the Issuer,
      subordinated in right of payment to all existing and future Senior Debt of
      the Issuer in accordance with the subordination provisions of this
      Indenture. The Securities are perpetual Securities and have no fixed
      maturity or redemption date. The Securities are intended to have loss
      absorption capacity on an on-going basis and, accordingly, may be used by
      the Issuer, after absorption of accumulated profits, profit reserves
      (including legal reserves) and capital reserves, to off-set losses.

2.7   Interest

      (a)   For each Interest Period starting on June 3, 2005, cash interest on
            the Securities will accrue at a fixed rate per annum equal to 8.875%
            of the outstanding principal amount of the Securities (the
            "PRINCIPAL AMOUNT"). Interest will be payable by the Issuer
            quarterly in arrears on March 3, June 3, September 3 and December 3
            of each year, commencing on September 3, 2005 (each such date, an
            "INTEREST PAYMENT DATE"), unless the Issuer elects to suspend
            payment of such Interest in accordance with Section 2.8 hereof;
            provided that (i) Interest on the outstanding Principal Amount
            hereof after any Redemption Date and (ii) Interest on any overdue
            Interest, shall accrue (to the extent lawful) at the rate of
            Interest applicable to the Securities. Interest payable on each
            Interest Payment Date will be calculated on the basis of a 360-day
            year of twelve 30-day months, and will accrue from and including the
            immediately preceding Interest Payment Date (or the Issue Date, with
            respect to Interest payable on September 3, 2005), to but excluding
            the relevant Interest Payment Date (each such period, an "INTEREST
            PERIOD").

      (b)   Subject to Section 9.2(a), if the Issuer has affirmatively elected
            to qualify the Securities as Tier I Capital, Interest shall be paid
            out of the Distributable Profits of the Issuer.

2.8   Limitation on Obligation to Make Interest Payments

      (a)   Interest on the Securities will not be due and payable and will not
            accrue or accumulate if:

            (i)   the Issuer determines that it is, or if such Interest payment
                  would result in it being, in non-compliance with applicable
                  capital regulations relating to the Issuer's required net
                  worth (Patrimonio Liquido Exigido);

            (ii)  the Central Bank or any applicable Governmental Authority
                  otherwise determines that such Interest payment may not be
                  made;

            (iii) certain insolvency or bankruptcy events as described in
                  Article 11 occur;

                                      -20-
<PAGE>

            (iv)  certain defaults as described in Article 11 occur; or

            (v)   the Issuer elects to suspend the accrual of Interest.

            In the case of a suspension of accrual in subclause (i) though (iv)
            above, the Issuer will not be subject to the provisions of Section
            4.2. The suspension of accrual of Interest upon the occurrence of
            subclause (v) above is subject to and contingent upon the Issuer's
            compliance with Section 4.2. In the event of a suspension of accrual
            of Interest, Interest shall not accumulate and shall not be deemed
            due and payable under the terms of the Securities.

      (b)   Notice of Suspension of Payment

            The Issuer shall give prior notice to the Securityholders, in
            accordance with Section 4.4 and 12.4 of any Interest Payment Date or
            Redemption Date on which, pursuant to Section 2.8(a), interest will
            not be paid and setting forth the basis for such non-payment in
            reasonable detail; provided always that any failure by the Issuer to
            comply with its obligations to notify the Securityholders in
            accordance with the Indenture shall not affect the obligation of the
            Issuer to pay any amount when due and payable in accordance with the
            provisions of this Indenture and the Securities.

2.9   Record Date

      The Trustee may treat the Person in whose name any Security is registered
      on the applicable Record Date as the Securityholder for all purposes under
      this Indenture.

2.10  Issuance

      The Initial Securities shall be issued only in a transaction or
      transactions exempt from registration under the Securities Act to
      permitted Persons or entities pursuant to Rule 144A and/or Regulation S
      under the Securities Act. The Securities shall be subject to restrictions
      on transfer and resale as provided in Section 2.13.

2.11  Denominations, etc.

      The Securities shall be issued only in fully registered form, without
      coupons and as otherwise provided herein. Subject to Section 2.2(b),
      Securities shall be issued in the form of beneficial interests in one or
      more Restricted Global Security in denominations of U.S.$2,000 and
      integral multiples of U.S.$1,000 in excess thereof. Beneficial interests
      in any Global Security shall be shown on, and transfers thereof shall be
      effected only through, the book-entry records maintained by DTC and its
      participants. Securities issued in physical, certificated form shall not
      be permitted to be traded through the facilities of DTC except in
      connection with a transfer of a Security in certificated form to a
      transferee that takes delivery in the form of beneficial interests in a
      Global Security

                                      -21-
<PAGE>

      pursuant to Rule 144A or Regulation S, as the case may be, or in the form
      of a beneficial interest in the Exchange Security held in global
      registered form.

2.12  Execution of Securities

      The Securities shall be executed on behalf of the Issuer by one of its
      Authorized Representatives. The signature of any such officers on the
      Securities may be manual or facsimile. Securities bearing the manual or
      facsimile signatures of individuals who were, at the time such signatures
      were affixed, the proper officers of the Issuer shall bind the Issuer,
      notwithstanding that such individuals or any of them have ceased to hold
      such offices prior to the authentication and delivery of such Securities
      or did not hold such offices at the date of such Securities. In accordance
      with the Registration Rights Agreement, the Issuer will execute Exchange
      Securities in exchange for Initial Securities for authentication and
      delivery by the Trustee pursuant to Section 2.3(a).

2.13  Registration; Restrictions on Transfer

      (a)   The Issuer shall cause to be kept at the Corporate Trust Office of
            the Security Registrar a register which, subject to such reasonable
            regulations as the Issuer may prescribe, shall provide for the
            registration of Securities and for the registration of transfers and
            exchanges of Securities. This register and, if there shall be more
            than one Security Registrar, the combined registers maintained by
            all such Security Registrars, are herein sometimes referred to as
            the "SECURITY REGISTER". The Trustee is hereby appointed the initial
            Security Registrar for the purpose of registering Securities and
            transfers and exchanges of Securities as herein provided. Upon any
            resignation or removal of the Security Registrar, the Issuer shall
            promptly appoint a successor, or in the absence of such appointment,
            assume the duties of such Security Registrar. The Issuer may appoint
            one or more co-registrars.

      (b)   If a Person other than the Trustee is appointed by the Issuer as
            Security Registrar, the Issuer will give the Trustee prompt written
            notice of the appointment of a Security Registrar and of the
            location, and any change in the location of the Security Register,
            and the Trustee shall have the right to inspect the Security
            Register at all reasonable times and to obtain copies thereof, and
            the Trustee shall have the right to rely upon such Security Register
            as to the names and addresses of the Securityholders and the
            principal amounts and numbers of such Securities.

      (c)   Notwithstanding any other provision in this Indenture, no Global
            Security may be exchanged in whole or in part for Securities
            registered, and no transfer of a Global Security in whole or in part
            may be registered, in the name of any Person other than the
            Depositary for such Global Security or a nominee thereof unless: (i)
            such Depositary notifies the Issuer that it is unwilling or unable
            to continue as a depositary for such Global Security or if at any
            time such Depositary ceases to be a clearing agency registered under
            the Exchange Act; (ii) the Issuer in its

                                      -22-
<PAGE>

            discretion at any time determines not to have all the Securities
            represented by such Global Security; (iii) there shall have occurred
            and be continuing a Payment Default with respect to the Securities
            represented by such Global Security; or (iv) upon any winding-up,
            insolvency, dissolution or liquidation of the Issuer. If the Issuer
            receives a notice of the kind specified in subclause (i) of this
            clause (c) or has delivered an Issuer Order to the effect specified
            in subclause (ii) of this clause (c), it may, in its sole
            discretion, designate a successor Depositary for such Global
            Security within 60 (sixty) days after receiving such notice or
            delivery of such order, as the case may be. If the Issuer designates
            a successor Depositary as aforesaid, such Global Security shall
            promptly be exchanged in whole for one or more other Global
            Securities registered in the name of the successor Depositary,
            whereupon such designated successor shall be the Depositary for such
            successor Global Security or Global Securities and the provisions of
            this Section concerning Global Securities shall continue to apply
            thereto.

      (d)   Upon the occurrence of any of the events in clause (c) above, the
            Trustee shall, by forwarding any notice received from the Issuer to
            DTC, Euroclear or Clearstream, Luxembourg, be deemed to have
            notified all Persons who hold a beneficial interest in the relevant
            Global Security through participants in DTC, Euroclear or
            Clearstream, Luxembourg or beneficial owners through participants in
            DTC, Euroclear or Clearstream, Luxembourg of the availability of
            definitive Securities. Upon surrender of the relevant Global
            Security and receipt of instructions for re-registration, the
            Security Registrar will exchange the relevant Global Security for an
            equal aggregate principal amount of definitive Securities.

      (e)   Notwithstanding any other provision of this Indenture or the
            Securities, transfers and exchanges of Restricted Securities and
            Regulation S Securities or beneficial interests therein, as the case
            may be, shall be made only in accordance with this Section 2.13(e):

            (i)   If the owner of a beneficial interest in the Restricted Global
                  Security wishes at any time to transfer such interest to a
                  Person who wishes to take delivery thereof in the form of a
                  beneficial interest in the Regulation S Global Security, such
                  transfer may be effected only in accordance with the
                  provisions of this clause (e)(i) and clause (e)(vii) below and
                  subject to the Applicable Procedures. Upon receipt by the
                  Security Registrar, of (A) a written order given by an Agent
                  Member of DTC directing that a beneficial interest in the
                  Regulation S Global Security in a specified principal amount
                  be credited to a specified Agent Member's account with DTC,
                  and that a beneficial interest in the Restricted Global
                  Security in an equal principal amount be debited from a
                  specified Agent Member's account with DTC and (B) a Regulation
                  S Certificate (a "REGULATION S CERTIFICATE") in the form set
                  forth in Exhibit D, and duly executed by the Agent Member
                  owner of such beneficial interest in the Restricted Global
                  Security or his attorney duly authorized in writing, then the
                  Security Registrar, but subject to

                                      -23-
<PAGE>

                  clause (e)(vii) below, shall reduce the principal amount of
                  the Restricted Global Security and increase the principal
                  amount of the Regulation S Global Security by such specified
                  principal amount as provided in Section 2.5(g). Any beneficial
                  interest in the Restricted Global Security that is transferred
                  to a Person that takes delivery in the form of a beneficial
                  interest in the Regulation S Global Security will, upon
                  transfer, cease to be an interest in the Restricted Global
                  Security and will become an interest in the Regulation S
                  Global Security subject to all transfer restrictions and other
                  procedures applicable to beneficial interests in the
                  Regulation S Global Security. "APPLICABLE PROCEDURES" means,
                  with respect to any transfer or transaction involving a Global
                  Security or beneficial interest therein, the rules and
                  procedures of DTC, Euroclear and Clearstream, Luxembourg, in
                  each case to the extent applicable to such transaction and as
                  in effect from time to time.

            (ii)  If the owner of a beneficial interest in the Regulation S
                  Global Security wishes at any time to transfer such interest
                  to a Person who wishes to take delivery thereof in the form of
                  a beneficial interest in the Restricted Global Security, such
                  transfer may be effected only in accordance with this clause
                  (e)(ii) and subject to the Applicable Procedures. Upon receipt
                  by the Security Registrar of (A) a written order given by an
                  Agent Member of DTC directing that a beneficial interest in
                  the Restricted Global Security in a specified principal amount
                  be credited to a specified Agent Member's account with DTC and
                  that a beneficial interest in the Regulation S Global Security
                  in an equal principal amount be debited from a specified Agent
                  Member's account with DTC and (B) if such transfer is to occur
                  during (but only during) the Distribution Compliance Period, a
                  Restricted Securities Certificate (a "RESTRICTED SECURITIES
                  CERTIFICATE") in the form set forth in Exhibit E, and duly
                  executed by the Agent Member owner of such beneficial interest
                  in the Regulation S Global Security or his attorney duly
                  authorized in writing (accompanied, in the case of a transfer
                  under an exemption from the registration requirements under
                  the Securities Act other than pursuant to Rule 144A or Rule
                  144 under the Securities Act, by an opinion of counsel stating
                  that such exemption is available to the transferor), then the
                  Security Registrar shall reduce the principal amount of the
                  Regulation S Global Security and increase the principal amount
                  of the Restricted Global Security by such specified principal
                  amount as provided in Section 2.5(g). Any beneficial interest
                  in the Regulation S Global Security that is transferred to a
                  Person that takes delivery in the form of a beneficial
                  interest in the Restricted Global Security will, upon
                  transfer, cease to be an interest in the Regulation S Global
                  Security and will become an interest in the Restricted Global
                  Security subject to all transfer restrictions and other
                  procedures applicable to beneficial interests in the
                  Restricted Global Security.

                                      -24-
<PAGE>

            (iii) In the event that a Global Security is exchanged for
                  definitive Securities pursuant to Section 2.13(c), or, a
                  definitive Security is exchanged for another such definitive
                  Security, or a definitive Security is exchanged for a
                  beneficial interest in a Global Security, such Securities or
                  interests therein may be exchanged or transferred for one
                  another only in accordance with such procedures as are
                  substantially consistent with the provisions of clauses (i)
                  through (ii) above as may be from time to time adopted by the
                  Issuer and the Trustee.

      (f)   All Securities issued upon any registration of transfer or exchange
            of Securities shall be the valid obligations of the Issuer,
            evidencing the same debt, and entitled to the same security and
            benefits under this Indenture and the Securities, as the Securities
            surrendered upon such registration of transfer or exchange.

      (g)   Every Security in definitive form presented or surrendered for
            registration of transfer or exchange shall be duly endorsed, or be
            accompanied by a written instrument of transfer or exchange in form
            satisfactory to the Issuer and the Security Registrar or any
            transfer agent, duly executed by the Securityholder thereof or such
            Securityholder's attorney duly authorized in writing. To permit
            registrations of transfers and exchanges, the Issuer shall, subject
            to the other terms and conditions of this Article 2, execute, and
            the Trustee shall authenticate, Global Securities and Securities in
            definitive form at the Security Registrar's request.

      (h)   No service charge shall be required of any Securityholders
            participating in any transfer or exchange of Securities in respect
            of such transfer or exchange, but the Security Registrar may require
            payment of a sum sufficient to cover any Tax that may be imposed in
            connection with any transfer or exchange of Securities, other than
            exchanges pursuant to Section 2.13(c) not involving any transfer.

      (i)   The Security Registrar shall not be required (x) to issue, register
            the transfer of or exchange any Security during a period beginning
            at the opening of business 15 days before the day of the mailing of
            a notice of redemption of Securities selected for redemption under
            Section 4.4 and ending at the close of business on the day of such
            mailing or (y) to issue, register the transfer of or exchange any
            Security so selected for redemption in whole or (z) to issue,
            register the transfer of or exchange any Security during any period
            designated in the text of such Security as a period during which
            such issuance, registration for transfer or exchange need not be
            made.

      (j)   If Securities are issued upon the transfer, exchange or replacement
            of Securities not bearing a Restrictive Legend, the Securities so
            issued shall not bear a Restrictive Legend. If Securities are issued
            upon the transfer, exchange or replacement of Securities bearing a
            Restrictive Legend, or if a request is made to remove the
            Restrictive Legend on a Security, the Securities so issued shall
            bear a

                                      -25-
<PAGE>

            Restrictive Legend, or the Restrictive Legend shall not be removed,
            as the case may be, unless (i) such Securities are exchanged in an
            exchange offer registered under the Securities Act pursuant to which
            Securities originally issued pursuant to an exemption from the
            Securities Act are exchanged for Securities of like principal amount
            not bearing a Restrictive Legend, including, without limitation, the
            exchange of Exchange Securities for Initial Securities in accordance
            with the Registration Rights Agreement, (ii) such Securities are
            otherwise sold under an effective registration statement under the
            Securities Act, (iii) such Securities are issued upon the transfer,
            exchange or replacement of Securities bearing the Restrictive Legend
            applicable to Regulation S Securities provided for in Exhibit A(2)
            hereto and the Distribution Compliance Period has expired, or (iv)
            there is delivered to the Issuer such satisfactory evidence, which
            may include an Unrestricted Securities Certificate, the form of
            which is attached as Exhibit F, and an opinion of independent legal
            counsel in the State of New York, as may be reasonably required by
            the Issuer that neither the Restrictive Legend nor the restrictions
            on transfer set forth therein are required to ensure that transfers
            thereof comply with the provisions of Rule 144A, Rule 144 or
            Regulation S under the Securities Act or that such Securities are
            not "restricted securities" within the meaning of Rule 144 under the
            Securities Act. Upon provision of such satisfactory evidence, the
            Trustee, at the direction of the Issuer, shall authenticate and
            deliver a Security that does not bear the Restrictive Legend. The
            Issuer agrees to indemnify the Trustee for, and to hold it harmless
            against, any loss, liability or expense, including the fees and
            expenses of counsel, reasonably incurred, arising out of or in
            connection with actions taken or omitted by the Trustee in reliance
            upon such legal opinion and the delivery of a Security that does not
            bear a Restrictive Legend.

      (k)   The transfer and exchange of beneficial interests in a Global
            Security for beneficial interests in another Global Security, of
            Securities in definitive form for beneficial interests in a Global
            Security or of beneficial interests in a Global Security for
            Securities in definitive form shall be effected in accordance with
            the Applicable Procedures. In connection with such a transfer, the
            Security Registrar, DTC, Euroclear or Clearstream, Luxembourg may
            require the transferor to deliver, in addition to any other
            documents required to be delivered pursuant to this Article 2, a
            written order in accordance with the Applicable Procedures
            containing information regarding the Agent Member's account to be
            credited with a beneficial interest in the applicable Global
            Security and/or the Agent Member's account to be debited in an
            amount equal to the beneficial interest in the Global Security being
            transferred, as the case may be.

2.14  Mutilated, Destroyed, Lost and Stolen Securities

      (a)   If (i) any mutilated or defaced Security is surrendered to the
            Trustee, or the Issuer and the Security Registrar and the Trustee
            receive evidence to their satisfaction of the destruction, loss or
            theft of any Security, and (ii) there is delivered to the

                                      -26-
<PAGE>

            Issuer, the Security Registrar and the Trustee evidence to their
            satisfaction of the ownership and authenticity thereof, and such
            security or indemnity as may be required by them to save each of
            them harmless, then, in the absence of notice to the Issuer, the
            Security Registrar or the Trustee that such Security has been
            acquired by a bona fide purchaser, the Issuer shall execute and upon
            the Issuer's request the Trustee shall authenticate and make
            available for delivery, in exchange for or in lieu of any such
            mutilated, destroyed, lost or stolen Security, a new Security of
            like tenor, interest rate and principal amount, bearing a number not
            then outstanding and registered in the same manner. If, after the
            delivery of such new Security, a bona fide purchaser of the original
            Security in lieu of which such new Security was issued presents for
            payment such original Security, the Issuer and the Trustee shall be
            entitled to recover such new Security from the Person to whom it was
            delivered or any Person taking therefrom, except a bona fide
            purchaser, and shall be entitled to recover upon the security or
            indemnity provided therefor to the extent of any loss, damage, cost
            or expenses incurred by the Issuer or the Trustee in connection
            therewith.

      (b)   Notwithstanding the foregoing, in case any such mutilated,
            destroyed, lost or stolen Security has become or is about to become
            due and payable on a Redemption Date, the Issuer, upon satisfaction
            of the conditions set forth in clauses (i) and (ii) of clause (a)
            hereof and subject to the prior consent of the Central Bank of
            Brazil, if required, may, instead of issuing a new Security, pay
            such Security.

      (c)   Upon the issuance of any new Security under this Section 2.14, the
            Issuer may require the payment of a sum sufficient to cover any Tax
            that may be imposed in relation thereto and any other expenses
            (including the fees and expenses of the Trustee reasonably incurred)
            connected therewith.

      (d)   Every new Security issued pursuant to this Section 2.14 in lieu of
            any mutilated, destroyed, lost or stolen Security shall constitute
            an original additional contractual obligation of the Issuer, whether
            or not the mutilated, destroyed, lost or stolen Security shall be at
            any time enforceable by anyone, and shall be entitled to all the
            benefits of this Indenture equally and proportionately with any and
            all other Securities duly issued hereunder.

      (e)   The provisions of this Section 2.14 are exclusive and shall preclude
            (to the extent lawful) all other rights and remedies with respect to
            the replacement or payment of mutilated, destroyed, lost or stolen
            Securities.

2.15  Payments

      (a)   The Issuer hereby acknowledges and confirms that it is and at all
            times shall remain absolutely and unconditionally obligated to pay
            all amounts due and

                                      -27-
<PAGE>

            owing by the Issuer hereunder and under the Indenture or the
            Securities, as the same shall become due and owing in accordance
            with the terms thereof.

      (b)   So long as any of the Securities remain Outstanding, the Issuer will
            maintain one or more agents in the Borough of Manhattan in New York
            City to whom (i) the Securities may be presented for payment and
            (ii) the Securities may be presented for exchange, transfer,
            redemption or registration of transfer as provided in this Indenture
            and (iii) where notices to and demands upon the Issuer in respect of
            the Indenture and the Securities may be served. The Issuer may have
            one or more additional Paying Agents. Unless otherwise specified,
            the Issuer hereby initially designates the Corporate Trust Office as
            the office to be maintained by it for each such purpose and where
            the Security Register will be maintained. If the Issuer shall fail
            to so designate or maintain any such office or agency or shall fail
            to give such notice of the location or of any change in the location
            thereof, presentations and demands may be made and notices may be
            served at the Corporate Trust Office. Principal or Interest on any
            Security that is payable on any Interest Payment Date or Redemption
            Date as provided herein shall be paid to the Person in whose name
            that Security (or one or more Predecessor Securities) is registered
            at the close of business, New York City time, on the Record Date for
            such payment. Payment of principal of and interest on the Securities
            shall be made at the Place of Payment payable as provided herein.
            Payments in respect of Global Securities will be made by wire
            transfer of immediately available funds to the accounts of, or to
            the order of DTC. No Securities need be surrendered in order to
            receive payment of principal, interest or other amounts as provided
            herein, except in connection with a redemption of the Securities
            pursuant to Section 3.

      (c)   Subject to the foregoing provisions of this Section 2.15, each
            Security delivered under this Indenture upon registration of
            transfer of or in exchange for or in lieu of any other Security
            shall carry the rights to interest accrued and unpaid, and to
            accrue, which were carried by such other Security.

      (d)   Claims against the Issuer (if any) for payment in respect of the
            Securities shall be prescribed and become void unless made within a
            period of six years from the appropriate payment date thereof.

2.16  Additional Amounts

      (a)   All payments in respect of the Securities will be made free and
            clear of and without withholding or deduction for or on account of
            any present or future taxes or duties of whatever nature imposed or
            levied by or on behalf of Brazil or the Cayman Islands or, in the
            event that the Issuer appoints additional paying agents, by the
            jurisdictions of such additional paying agents (each, a "TAXING
            JURISDICTION") or any political subdivision thereof or any authority
            or agency therein or thereof having power to tax, unless the
            withholding or deduction of such taxes or duties is required by law
            or the official interpretation thereof, or by

                                      -28-
<PAGE>

            the administration thereof. In that event, the Issuer shall pay such
            additional amounts ("ADDITIONAL AMOUNTS") as may be necessary in
            order that the net amounts receivable by the holder of any Security
            after such withholding or deduction shall equal the respective
            amounts which would have been receivable by such holder in the
            absence of such withholding or deduction; except that no such
            Additional Amounts shall be payable in respect of payment in respect
            of any Security:

            (i)   to the extent that such taxes or duties are imposed or levied
                  by reason of such holder (or the beneficial owner) having some
                  connection with the Taxing Jurisdiction other than the mere
                  holding (or beneficial ownership) of such Security;

            (ii)  to the extent that such taxes or duties are imposed on, or
                  measured by, net income of the holder (or beneficial owner);

            (iii) in respect of which the holder (or beneficial owner) fails to
                  comply with any certification, identification or other
                  reporting requirement concerning its nationality, residence,
                  identity or connection with the Taxing Jurisdiction if (1)
                  compliance is required by applicable law, regulation,
                  administrative practice or treaty as a precondition to
                  exemption from all or a part of the taxes, (2) the holder (or
                  beneficial owner) is able to comply with those requirements
                  without undue hardship and (3) the Issuer has given all
                  holders at least 30 days prior notice that they will be
                  required to comply with such requirements;

            (iv)  in respect of which the holder (or beneficial owner) fails to
                  surrender (where surrender is required) its Security for
                  payment within 30 days after the Issuer has made available a
                  payment of principal or interest provided that the Issuer will
                  pay Additional Amounts to which a holder would have been
                  entitled had the Security been surrendered on any day
                  (including the last day) within such 30-day period;

            (v)   to the extent that such taxes or duties are imposed by reason
                  of any estate, inheritance, gift, value added, use or sales
                  tax or any similar taxes, assessments or other governmental
                  charges;

            (vi)  where such withholding or deduction is imposed on a payment to
                  an individual and is required to be made pursuant to any
                  European Union Directive on the taxation of savings
                  implementing the conclusions of the ECOFIN Council meeting of
                  26-27 November 2000 or any law implementing or complying with,
                  or introduced in order to conform to, such Directive; or

                                      -29-
<PAGE>

            (vii) by or on behalf of a Securityholder who would have been able
                  to avoid such withholding or deduction by presenting the
                  relevant Security to another Paying Agent in a Member State of
                  the European Union.

      Any reference to payments on the Securities shall be deemed also to
      include the payment of any Additional Amounts. However, no holder of a
      Security shall be entitled to receive any Additional Amounts greater than
      the amounts necessary in order that the net amounts receivable by such
      holder after such withholding or deduction equal the respective amounts
      which would have been receivable by such holder in the absence of such
      withholding or deduction, subject to the exceptions above.

      (b)   The Issuer will (i) make such withholding or deduction on its
            payments of principal and interest on the Securities as required by
            the relevant Taxing Jurisdiction and (ii) remit the full amount
            withheld or deducted to the relevant taxing authority in accordance
            with applicable law. The Issuer will furnish to the Trustee, within
            30 days after the date of payment of any such Taxes due pursuant to
            applicable law, certified copies of tax receipts or, if such
            receipts are not obtainable, documentation evidencing such payment.
            Upon request, copies of such receipts or other documentation, as the
            case may be, will be made available to the Securityholders.

      (c)   At least 10 Business Days prior to the first Interest Payment Date
            for the Securities, and, if there has been any change with respect
            to the matters set forth in the below-mentioned certificate at least
            10 Business Days prior to each Interest Payment Date for the
            Securities, the Issuer shall furnish to the Trustee an Officers'
            Certificate instructing the Trustee as to any circumstances in which
            payments of principal of or interest on the Securities (including
            Additional Amounts) due on such date shall be subject to deduction
            or withholding for or on account of any Taxes and the rate of any
            such deduction or withholding and certifying that the Issuer shall
            pay all amounts required to be deducted or withheld to the
            appropriate governmental authority. The Issuer covenants to
            indemnify the Trustee and any other Paying Agents for, and to hold
            each harmless against, any loss, liability or expense reasonably
            incurred without negligence, bad faith or willful misconduct on
            their part, arising out of or in connection with actions taken or
            not taken by any of them in reliance on any certificate furnished to
            them pursuant to this paragraph or the failure to furnish any such
            certificate. The obligations of the Issuer under the preceding
            sentence shall survive the resignation or removal of the Trustee,
            the Security Registrar or any Paying Agent, payment of the
            Securities and the termination of this Indenture for a period of
            three years after the redemption and payment in full of the
            Securities. Any certificate required by this Section to be provided
            to the Trustee and any other Paying Agent shall be deemed to be duly
            provided if telecopied to the Trustee and such other Paying Agent.
            Upon request, the Issuer shall provide the Trustee with
            documentation reasonably satisfactory to the Trustee evidencing the
            payment of taxes in respect of which the Issuer has paid any
            Additional Amounts. Copies of

                                      -30-
<PAGE>

            such documentation shall be made available by the Trustee to the
            Securityholders or the other Paying Agents, as applicable, upon
            request therefor.

      (d)   The Issuer shall promptly pay when due any present or future stamp,
            administrative, court or documentary taxes or any other excise or
            property taxes, charges or similar levies that arise in a Taxing
            Jurisdiction from the execution, delivery, enforcement or
            registration of each Security or any other document or instrument
            referred to herein or therein. The Issuer shall indemnify and make
            whole the Securityholders for any present or future stamp, court or
            documentary taxes or any other excise or property taxes, charges or
            similar levies payable by the Issuer as provided in this clause (d)
            paid by such Securityholders.

      (e)   All references in this Indenture to principal, interest, and other
            amounts payable hereunder shall be deemed to include references to
            any Additional Amounts payable under this Section with respect to
            such principal, interest, or other amounts. The foregoing
            obligations shall survive any termination of the Trustee or
            discharge of the Securities and this Indenture.

      (f)   If the Issuer shall at any time be required to pay Additional
            Amounts to Securityholders pursuant to the terms of this Indenture,
            the Issuer will use its reasonable efforts to obtain an exemption
            from the payment of (or otherwise avoid the obligation to pay) the
            Tax which has resulted in the requirement that it pay such
            Additional Amounts.

      (g)   The Issuer agrees that, if the conclusions of the ECOFIN Council
            meeting of November 26-27, 2000 are implemented, it will maintain a
            paying agent in an EU member state that will not be obligated to
            withhold or deduct tax pursuant to the Directive.

2.17  Persons Deemed Owners

      Prior to due presentment of a Security for registration of transfer, the
      Person in whose name any Security is registered shall be deemed to be the
      owner of such Security for the purpose of receiving payment of principal
      of and interest on such Security and for all other purposes whatsoever,
      whether or not such Security be overdue, regardless of any notice to
      anyone to the contrary.

2.18  Cancellation

      All Securities surrendered for payment, redemption, registration of
      transfer or exchange or deemed lost or stolen shall, if surrendered to any
      Person other than the Trustee, be delivered to the Trustee for
      cancellation and may not be reissued or sold. The Issuer may at any time
      deliver to the Trustee for cancellation any Securities previously
      authenticated and delivered hereunder which the Issuer may have acquired
      in any manner whatsoever. All Securities so delivered shall be promptly
      canceled by the Trustee. No Securities shall

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<PAGE>

      be authenticated in lieu of or in exchange for any Securities canceled as
      provided in this Section, except as expressly permitted by this Indenture.
      All canceled Securities held by the Trustee shall be held by the Trustee
      in accordance with its standard retention policy, unless the Issuer shall
      direct by an Issuer Order that they be returned to it.

2.19  Securityholder Lists

      The Trustee shall preserve in as current a form as is reasonably
      practicable the most recent list available to it of the names and
      addresses of Securityholders and shall otherwise comply with Section
      312(a) of the Trust Indenture Act. If the Trustee is not the Security
      Registrar, or to the extent otherwise required under the Trust Indenture
      Act, the Issuer shall furnish to the Trustee, in writing at least seven
      Business Days before each Interest Payment Date and at such other times as
      the Trustee may request in writing, a list in such form and as of such
      date as the Trustee may reasonably require of the names and addresses of
      Securityholders, and the Issuer shall otherwise comply with Section 312(a)
      of the Trust Indenture Act.

2.20  Temporary Securities

      Until certificates representing Securities are ready for delivery, the
      Issuer may prepare and the Trustee, upon receipt of an Issuer Order, shall
      authenticate temporary Securities. Temporary Securities shall be
      substantially in the form of certificated Securities but may have
      variations that the Issuer considers appropriate for temporary Securities
      and as shall be reasonably acceptable to the Trustee; provided always that
      such variations shall relate only to the forms of the Securities and not
      to the terms of subordination of the Securities. Without unreasonable
      delay, the Issuer shall prepare and the Trustee shall authenticate
      certificated Securities in exchange for temporary Securities. Holders of
      temporary Securities shall be entitled to all the benefits of this
      Indenture.

2.21  CUSIP Numbers

      The Issuer in issuing the Securities may use "CUSIP" numbers (if then
      generally in use), and, if so, the Trustee shall use "CUSIP" numbers in
      notices of redemption as a convenience to Securityholders; provided that
      any such notice may state that no representation is made as to the
      correctness of such numbers either as printed on the Securities or as
      contained in any notice of a redemption and that reliance may be placed
      only on the other identification numbers printed on the Securities, and
      any such redemption shall not be affected by any defect in or omission of
      such numbers. The Issuer will promptly notify the Trustee in writing of
      any change in the "CUSIP" numbers.

                                      -32-
<PAGE>

3.    REDEMPTION

3.1   Repurchase of Securities

      Subject to the prior approval of the Central Bank of Brazil, if required,
      the Issuer may purchase on the open market at any time Securities in any
      manner and at any price provided that such securities are promptly
      tendered to the Trustee for cancellation. Upon cancellation, such
      Securities will no longer be considered part of the Issuer's capital.

3.2   Optional Redemption After the First Call Date

      (a)   The Securities are perpetual securities and have no fixed maturity
            date or mandatory redemption date.

      (b)   The Securities may be redeemed only by the Issuer at its option,
            with the prior approval by the Central Bank of Brazil, if then
            required, in whole but not in part, on the First Call Date, or any
            Interest Payment Date occurring thereafter, at a redemption price
            equal to the Base Redemption Price.

3.3   Optional Redemption in the Event of Change in Tax Treatment or Regulatory
      Event

      (a)   Subject to obtaining regulatory approval, at any time prior to the
            First Call Date, the Securities may be redeemed at the election of
            the Issuer, in whole, but not in part, at the Base Redemption Price
            at any time upon the occurrence of a Tax Event by giving of notice
            as provided in Section 3.5, solely if (i) the Issuer certifies to
            the Trustee in writing immediately prior to the giving of such
            notice that it has or will become obligated to pay Additional
            Amounts with respect to the Securities in excess of the Additional
            Amounts which the Issuer would be obliged to pay if payments of
            interest under the Securities were subject to withholding or
            deduction at a rate of 15% as a result of any generally applicable
            change in or amendment to the laws or regulations of a Taxing
            Jurisdiction, or any generally applicable change in the application
            or official interpretation of such laws or regulations, which change
            or amendment, in each case, occurs after the date or issuance of any
            of the Securities, (ii) such obligation cannot be avoided by the
            Issuer taking reasonable measures available to it and (iii) the
            Central Bank of Brazil has approved such redemption; provided,
            however, that no such notice of redemption shall be given earlier
            than 60 days prior to the earliest date on which the Issuer would be
            obligated to pay such Additional Amounts, if a payment in respect of
            the Securities were then due. Prior to the giving of any notice of
            redemption of the Securities pursuant to this Section 3.2, the
            Issuer shall deliver to the Trustee an Officers' Certificate,
            stating that the Issuer is entitled to effect such a redemption
            pursuant to this Indenture, and setting forth in reasonable detail a
            statement of the facts giving rise to such right of redemption.
            Concurrently, the Issuer will deliver to the Trustee a written
            Opinion of Counsel, in form an substance satisfactory to the
            Trustee, stating, among other things, that the Issuer

                                      -33-
<PAGE>

            has become obligated to pay such Additional Amounts as a result of a
            change or amendment described in this Section 4.2 and that the
            Issuer cannot avoid payment of such Additional Amounts by taking
            reasonable measures available to it and that all governmental
            approvals necessary for the Issuer to effect such redemption have
            been obtained and are in full force and effect or specifying any
            such necessary approvals that as of the date of such opinion have
            not been obtained.

      (b)   Subject to obtaining regulatory approval, the Securities may be
            redeemed at the election of the Issuer, as a whole, but not in part,
            at a price equal to the greater of the Base Redemption Price and the
            Make-Whole Amount at any time upon the giving of notice as provided
            in Section 3.5, solely if (i) the Issuer certifies to the Trustee in
            writing immediately prior to the giving of such notice that a
            Regulatory Event has occurred, and (ii) the Central Bank of Brazil
            has approved such redemption; provided, however, that no such notice
            of redemption shall be given earlier than 60 days prior to the
            earliest date on which the Regulatory Event is effective. Prior to
            the giving of any notice of redemption of the Securities pursuant to
            this Section 3.3, the Issuer shall deliver to the Trustee an
            Officers' Certificate, stating that the Issuer is entitled to effect
            such a redemption pursuant to this Indenture, and setting forth in
            reasonable detail a statement of the facts giving rise to such right
            of redemption. Concurrently, the Issuer will deliver to the Trustee
            a written Opinion of Counsel, in form and substance satisfactory to
            the Trustee, stating, among other things, that a Regulatory Event
            has occurred and that all governmental approvals necessary for the
            Issuer to effect such redemption have been obtained and are in full
            force and effect or specifying any such necessary approvals that as
            of the date of such opinion have not been obtained.

3.4   Redemption Date

      In the event the Issuer determines to redeem the Securities as permitted
      hereunder, the Issuer shall be required to specify in its notice in
      accordance with Section 12.4 the proposed date of redemption (the
      "REDEMPTION DATE") and shall pay to the Trustee (on behalf of the
      Securityholders) on the Redemption Date the Base Redemption Price or the
      Make-Whole Amount, as applicable. The Securities shall not be deemed
      repaid and cancelled unless and until the Trustee shall have received the
      Base Redemption Price or Make-Whole Amount, as applicable.

3.5   Notice of Redemption

      Notice of redemption contemplated by Section 3.3 shall be given by the
      Issuer to the Securityholders in accordance with Section 12.4 not less
      than 30 nor more than 60 days prior to the proposed Redemption Date. The
      Issuer shall provide the Trustee with the notice of redemption 45 days
      prior to the proposed redemption (unless a shorter time period is agreed
      upon). All notices of redemption shall identify the Securities to be
      redeemed and state:

                                      -34-
<PAGE>

      (i)   the Redemption Date;

      (ii)  in reasonable detail, the calculation of the Base Redemption Price
            or Make-Whole Amount, as applicable (as calculated as of the
            Redemption Date);

      (iii) the names and addresses of the Paying Agents;

      (iv)  that Securities called for redemption must be surrendered to a
            Paying Agent to collect the Base Redemption Price or Make-Whole
            Amount, as applicable;

      (v)   that on the Redemption Date the Base Redemption Price or Make-Whole
            Amount, as applicable will become due and payable upon each such
            Security, and that interest thereon shall cease to accrue from and
            after said date; and

      (vi)  the CINS and/or CUSIP number, if any.

      Notice of redemption shall be given by the Issuer or, at the Issuer's
      request, by the Trustee in the name and at the expense of the Issuer and
      shall be irrevocable. Notices to be given to holders of a Global Security
      will be given only to the Depositary in accordance with its Applicable
      Procedures. Notices to be given to Securityholders not in global form will
      be sent by mail to the respective addresses of the Securityholders as they
      appear in the Trustee's records, and will be deemed given when mailed.
      Neither the failure to give notice to a particular Securityholder, nor the
      defect in a notice given to a particular Securityholder, will affect the
      sufficiency of any notice given to another Securityholder.

3.6   Deposit of Base Redemption Price or Make-Whole Amount, as applicable

      On the Redemption Date, the Issuer shall deposit with the Trustee an
      amount of money sufficient to pay the Base Redemption Price or Make-Whole
      Amount, as applicable, of all the Securities then Outstanding. The Issuer
      will cause the bank through which payment on the Securities is to be made
      to deliver to each Paying Agent and the Trustee by 1:00 p.m. New York
      time, one Business Day (and if such date is not a business day in the
      jurisdiction of any Paying Agent, on the next preceding business day in
      such Paying Agent's jurisdiction) prior to the due date therefor such
      irrevocable confirmation (by tested telex, facsimile, authenticated Swift
      MT 100/103 Message or by such other method as agreed between the Issuer
      and the Trustee) of its intention to make such payment. At least one
      Business Day (and if such date is not a business day in the principal
      Paying Agent's jurisdiction, on the next preceding business day in such
      Paying Agent's jurisdiction) prior to the Redemption Date, the Issuer will
      provide to the principal Paying Agent a notice regarding the payment by
      the Issuer to the principal Paying Agent of the Base Redemption Price.

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<PAGE>

3.7   Securities Payable on Redemption Date

      Notice of Redemption having been given as aforesaid, the Securities so to
      be redeemed shall, on the Redemption Date, become due and payable at the
      Base Redemption Price or Make-Whole Amount, as applicable, therein
      specified and from and after such date (unless the Issuer shall default in
      the payment of the Base Redemption Price or Make-Whole Amount, as
      applicable) such Securities shall cease to bear interest. Upon surrender
      of such Securities for redemption in accordance with the notice, such
      Securities shall be paid by the Issuer at the Base Redemption Price or
      Make-Whole Amount, as applicable. Installments of interest due on or prior
      to the Redemption Date shall be payable to the Securityholders registered
      as such on the relevant Record Dates. If any Security called for
      redemption shall not be so paid upon surrender thereof for redemption, the
      principal shall, until paid, bear interest from the scheduled Redemption
      Date at the Stated Rate to the date that all amounts owing under the
      Securities shall have been paid in full.

4.    COVENANTS

      For so long as the Securities remain outstanding or any amount remains
      unpaid on such Securities under this Indenture, the Issuer shall comply
      with the terms and covenants set forth below.

4.1   Payments of Interest

      The Issuer covenants and agrees for the benefit of the Securityholders
      that it will duly and punctually pay all payments on the Securities when
      due and payable in accordance with the terms of this Indenture and the
      Securities.

4.2   Dividend Stopper

      The Issuer covenants that, if no Interest was paid when due and payable or
      in the event that Interest has been suspended in accordance with clause
      (v) of Section 2.8, the Issuer shall not recommend to its shareholders
      and, to the fullest extent permitted by applicable law, shall otherwise
      act to prevent, any action that would constitute a Restricted Payment
      Event until payments on the Securities have been resumed in full for an
      equivalent period of 12 months.

4.3   Ranking

      The Issuer agrees that, so long as any of the Securities remain
      outstanding, the Issuer will not issue any preference shares (or other
      securities or instruments which are akin to preference shares as regards
      distributions on a return of assets upon liquidation of the Issuer or in
      respect of distribution or payment of dividends and/or any other amounts
      thereunder by the Issuer) or give any guarantee or contractual support
      arrangement in respect of any of the Issuer's preference shares or such
      other securities or instruments or

                                      -36-
<PAGE>

      in respect of any other entity if such preference shares, preferred
      securities, guarantees or contractual support arrangements would rank (as
      regards the rights of a security holder upon liquidation of the Issuer or
      in respect of Interest or payment of dividends and/or any other amounts
      thereunder by the Issuer) senior to the Securities, unless the Issuer
      alters the terms of the Securities such that the Securities rank pari
      passu with any such preference shares, such other securities or
      instruments described above or such guarantees or contractual support
      arrangements entered into in relation to such preference shares or such
      other securities or instruments described herein.

4.4   Officers' Certificate on Suspension of Accrual of Interest.

      If the Issuer elects to suspend any Interest payment in accordance with
      Section 2.8, it shall deliver to the Trustee, no later than the sixteenth
      Business Day prior to the relevant Interest Payment Date, an Officers'
      Certificate, (a) setting out which subclause of Section 2.8 the Issuer is
      relying on in order to determine that Interest is not due and payable on
      the relevant Interest Payment Date, and (b) in the case of a suspension of
      Interest pursuant to subclauses (i) through (iv) inclusive of Section 2.8
      only, certifying that the terms of the applicable subclause have been met
      on the twentieth Business Day prior to the relevant Interest Payment Date.

4.5   Statement by Officers as to Default

      (a)   The Issuer will deliver to the Trustee, within 120 (one hundred and
            twenty) days after the end of each fiscal year of the Issuer ending
            after the date hereof, an Officers' Certificate, signed by either
            the chief executive, chief financial or chief accounting officer,
            stating whether or not to the best knowledge of the signers thereof
            the Issuer is in default in the performance and observance of any of
            the terms, provisions and conditions of this Indenture (without
            regard to any period of grace or requirement of notice provided
            hereunder) and, if the Issuer shall be in default, specifying all
            such defaults and the nature and status thereof of which they may
            have knowledge.

      (b)   The Issuer shall deliver to the Trustee, as soon as possible and in
            any event within 10 (ten) days after the Issuer becomes aware or
            should reasonably become aware of the occurrence of any Payment
            Default, an Officers' Certificate setting forth the details of such
            Payment Default and the action which the Issuer proposes to take
            with respect thereto.

4.6   Waiver of Certain Covenants

      Except as otherwise provided herein, the Issuer may omit in any particular
      instance to comply with any term, provision or condition set forth in any
      covenant provided herein (or in any supplemental indenture) for the
      benefit of the Securityholders or in Section 4.14 if, before the time for
      such compliance, the Securityholders of a majority in Principal Amount of
      the Outstanding Securities shall, by act of such Securityholders,

                                      -37-
<PAGE>

      either waive such compliance in such instance or generally waive
      compliance with such term, provision or condition, but no such waiver
      shall extend to or affect such term, provision or condition except to the
      extent so expressly waived, and, until such waiver shall become effective,
      the obligations of the Issuer and the duties of the Trustee in respect of
      any such term, provision or condition shall remain in full force and
      effect.

4.7   Use of Proceeds

      The Issuer shall use the net proceeds from the offer and sale of the
      Securities for its general corporate purposes.

4.8   Notice of Payment Default

      The Issuer will give written notice to the Trustee (with a copy of such
      notice to Moody's), promptly and in any event within ten days after the
      Issuer becomes aware of the occurrence, of any Payment Default,
      accompanied by an Officers' Certificate of the Issuer setting forth the
      details thereof and stating what action that the Issuer proposes to take
      with respect thereto.

4.9   Further Actions

      The Issuer shall, at its own cost and expense, satisfy any condition or
      take any action (including the obtaining or effecting of any necessary
      consent, approval, authorization, exemption, filing, license, order,
      recording or registration) at any time required in accordance with
      applicable Laws (as applicable) to be taken, fulfilled or done in order to
      (a) enable the Issuer to lawfully enter into, exercise its rights and
      perform and comply with its obligations under the Indenture and the
      Securities, (b) ensure that the Issuer's obligations under the Securities
      and the Indenture are legally binding and enforceable, (c) make the
      Securities and the Indenture admissible in evidence in the courts of the
      State of New York, Brazil or the Cayman Islands and (d) enable the Trustee
      to exercise and enforce its rights under and carry out the terms,
      provisions and purposes of the Indenture and the Securities, (e) take any
      and all actions necessary to preserve the enforceability of, and maintain
      the Trustee's rights hereunder and the Securities, including, without
      limitation, refraining from taking any action that reasonably can be
      expected to have an adverse effect on the enforceability of, or any of the
      Trustee's rights under, this Indenture and the Securities, (f) assist, to
      the extent reasonably practicable, the Trustee in the Trustee's
      performance of its obligations under this Indenture and the Securities.

4.10  Appointment to Fill a Vacancy in Office of Trustee

      The Issuer, whenever necessary to avoid or fill a vacancy in the office of
      Trustee, shall appoint in the manner provided in Section 6.8, a successor
      Trustee, so that there shall at all times be a Trustee with respect to the
      Securities.

                                      -38-
<PAGE>

4.11  Payments and Paying Agents

      (a)   Subject to the terms of the Indenture and the Securities, the Issuer
            shall, on the due date of the principal of or interest on the
            Securities or other amounts (including Additional Amounts), deposit
            with the Trustee a sum sufficient to pay such principal, interest or
            other amounts (including Additional Amounts) so becoming due.

      (b)   Whenever the Issuer shall appoint a Paying Agent other than the
            Trustee with respect to the Securities, it shall cause such Paying
            Agent to execute and deliver to the Trustee an instrument in which
            such agent shall agree with the Trustee, subject to the provisions
            of this Section:

            (i)   that it will hold all sums received by it as such agent for
                  the payment of the principal of or interest, including
                  Increased Interest, if any, on any Securities in trust for the
                  benefit of the Securityholders or of the Trustee;

            (ii)  that it will give the Trustee notice of any failure by the
                  Issuer to make any payment of the principal of or interest,
                  including Increased Interest, if any, on any Securities
                  (including Additional Amounts) and any other payments to be
                  made by or on behalf of the Issuer under this Indenture or the
                  Securities when the same shall be due and payable;

            (iii) that it will pay any such sums so held in trust by it to the
                  Trustee forthwith upon the Trustee's written request at any
                  time during the continuance of the failure referred to in
                  clause (ii) above; and

            (iv)  that it will comply with the provisions of the Trust Indenture
                  Act applicable to it as a Paying Agent.

      (c)   Any Paying Agent appointed must at all times be a bank having a long
            term unsecured debt rating of at least "A3" by Moody's.

      (d)   If the Issuer shall act as its own Paying Agent with respect to any
            Securities, it will, on or before each due date of the principal of
            or interest, including Increased Interest, if any, on such
            Securities, set aside, segregate and hold in trust for the benefit
            of the Securityholders a sum sufficient to pay such principal or
            interest (including Additional Amounts) so becoming due until such
            amounts shall be paid to the Securityholders and the Issuer will
            promptly notify the Trustee of its action or any failure to take
            action.

4.12  Maintenance of Existence

      The Issuer shall do or cause to be done all things necessary to preserve
      and keep in full force and effect its corporate existence and rights
      (charter and statutory) of the Issuer; provided, however, that the Issuer
      shall not be required to preserve any such charter or

                                      -39-
<PAGE>

      statutory right if the Board of Directors shall determine that the
      preservation thereof is no longer desirable in the conduct of the business
      of the Issuer and that the loss thereof is not disadvantageous in any
      material respect to the Securityholders.

4.13  Consolidation, Merger, Conveyance or Transfer

      (a)   The Issuer is generally permitted to merge or consolidate with or
            into another company, and to sell substantially all of its assets to
            another company if all of the following conditions are met:

            (i)   if the Issuer is not the successor company, the successor
                  company must expressly agree to be legally responsible for the
                  Securities and must be organized as a corporation,
                  partnership, trust, limited liability company or similar
                  entity, but may be organized under the laws of any
                  jurisdiction;

            (ii)  the merger, sale of assets or other transaction must not cause
                  a default on the Securities, and the Issuer must not already
                  be in default, unless the merger or other transaction would
                  cure the default. For purposes of this no-default test, a
                  default would include, but is not limited to a Payment Default
                  that has occurred and not been cured; and

            (iii) either the Issuer or the successor Person shall have delivered
                  to the Trustee an Officers' Certificate and an Opinion of
                  Counsel, stating that such consolidation, merger, sale,
                  conveyance or lease and such supplemental indenture comply
                  with this Section 4.13 and that all conditions precedent
                  herein provided for relating so such transaction have been
                  complied with

      (b)   If the conditions described above are satisfied with respect to the
            Securities, the Issuer will not need to obtain the approval of the
            Majority Securityholders in order to merge or consolidate or to sell
            its assets. Also, these conditions will apply only if the Issuer
            wishes to merge or consolidate with another entity or sell its
            assets substantially as an entirety to another entity. The Issuer
            will not need to satisfy these conditions if it enters into other
            types of transactions, including any transaction in which the Issuer
            acquires the stock or assets of another entity, any transaction that
            involves a change of control of the Issuer but in which does not
            merge or consolidate, and any transaction in which the Issuer sells
            less than substantially all its assets.

      (c)   If the Issuer merges, consolidates or sells its assets substantially
            as an entirety, neither the Issuer nor any successor would have any
            obligation to compensate holders of Securities for any resulting
            adverse tax consequences relating to the Securities.

                                      -40-
<PAGE>

4.14  Listing

      The Issuer shall make all reasonable efforts to obtain and maintain the
      listing of the Securities on the Luxembourg stock exchange but, if it is
      unable to do so, having made such efforts, or if the maintenance of such
      listing is to be unduly onerous, the Issuer will instead make all
      reasonable efforts to obtain and maintain a listing of the Securities on
      another stock exchange. The Trustee hereby acknowledges that if, as a
      result of the Transparency Directive or any legislation implementing the
      Transparency Directive, the Issuer could be required to publish financial
      information either more regularly than it otherwise would be required to
      or according to accounting principles which are materially different from
      the accounting principles which it would otherwise use to prepare its
      published financial information, the Issuer may seek an alternative
      admission to listing, trading and/or quotation for the Securities on a
      different section of the Luxembourg Stock Exchange or by such other
      listing authority, stock exchange and/or quotation system inside or
      outside the European Union as it may decide.

4.15  Additional Information for Ratings

      So long as any Securities remain outstanding, the Issuer shall:

      (a)   so far as permitted by law, at all times give Moody's, for so long
            as Moody's is rating the Securities, such information as it shall
            reasonably request in order that it may perform its function as a
            rating agency in respect of the Securities;

      (b)   inform Moody's, for so long as Moody's is rating the Securities, as
            soon as reasonably practicable of any amendments or modifications
            that have been or are proposed to be made to this Indenture; and

      (c)   in addition to copies of notices specifically referred to herein,
            send a copy to Moody's, for so long as Moody's is rating the
            Securities, of all notices sent by it to the Trustee under the terms
            of this Indenture, other than routine notices.

5.    PAYMENT DEFAULT AND REMEDIES

5.1   Payment Default

      (a)   A "PAYMENT DEFAULT" occurs if the Issuer fails to pay or set aside
            for payment the amount due to satisfy any payment on the Securities
            when due, and such failure continues for a period of 14 days. If the
            Issuer has suspended Interest in accordance with the terms of the
            Securities, such Interest will not accrue and be due and payable and
            non-payment will not be a Payment Default. If a Payment Default
            occurs and is continuing regarding the Securities, the Trustee may,
            or if for any reason the Trustee is unwilling or unable to do so,
            then the holders of the Securities may, to the fullest extent
            permitted by applicable law, institute bankruptcy proceedings
            against the Issuer in any state or federal court in New

                                      -41-
<PAGE>

      York State, any court in the Cayman Islands, or any court in Brazil, but
      may not declare the Principal Amount of any outstanding Securities to be
      due and payable or pursue any other legal remedy, including commencing a
      judicial proceeding for the collection of the sums due and unpaid.

      (b)   If (a) by the earlier of: (i) 180 (one hundred and eighty days) days
            after the occurrence of a Payment Default; or (ii) 20 (twenty) days
            prior to such date as a court of competent jurisdiction shall have
            specified as the last date for filing of claims by creditors in any
            bankruptcy or similar proceeding relating to the Issuer, its assets
            or creditors the Trustee has not instituted bankruptcy proceedings
            against the Issuer pursuant to the preceding sentence of this
            Section 5.1; (b) the Trustee has notified any Securityholders that
            it is unable or unwilling to institute such proceedings; or (c) a
            court of competent jurisdiction has determined that the Trustee is
            not permitted to pursue the remedies provided in clause (a) of this
            Section on behalf of the Securityholders, then, any Securityholder
            may pursue the remedies provided by this Section 5.1; provided,
            however, that the Trustee's failure to institute such proceedings
            shall not be attributable solely to the failure by Securityholders
            to offer the Trustee indemnity reasonably satisfactory to it against
            the costs, expenses and liabilities to be incurred in connection
            with such proceedings. It being understood and intended that no
            Securityholder shall have any right in any manner by virtue of, or
            by availing of, any provision hereof to affect, disturb or prejudice
            the rights of any other Securityholder, or to obtain or to seek to
            obtain priority or preference over any other Securityholder or to
            enforce any right under this Indenture, except in the manner herein
            provided and for the equal and ratable benefit of all
            Securityholders.

5.2   Suits For Enforcement

      If a default in the performance, or breach, of any covenant, warranty or
      agreement of the Issuer in this Indenture (other than a Payment Default)
      has occurred and is continuing for a period of 60 (sixty) days after there
      has been given, by registered or certified mail, to the Issuer by the
      Trustee or to the Issuer and the Trustee by the Securityholders of at
      least 25% in principal amount of the Outstanding Securities a written
      notice specifying such default or breach and requiring it to be remedied
      and such default or breach has not been remedied, the Trustee may in its
      discretion proceed to protect and enforce its rights and the rights of the
      Securityholders by such appropriate judicial proceedings as the Trustee
      shall deem most effective to protect and enforce any such rights, whether
      for the specific enforcement of any covenant, warranty or agreement in
      this Indenture or in aid of the exercise of any power granted herein, or
      to enforce any other proper remedy. It being understood that under this
      Section 5.2 the Trustee may not institute bankruptcy proceedings against
      the Issuer, declare the Principal Amount of any Outstanding Securities to
      be due and payable, or commence a judicial proceeding for the collection
      of sums due and unpaid.

                                      -42-
<PAGE>

5.3   Trustee May File Proofs of Claim

      In case of any judicial proceeding relative to the Issuer, its property or
      its creditors, the Trustee shall be entitled and empowered, by
      intervention in such proceeding or otherwise, to take any and all actions
      authorized under the Trust Indenture Act in order to have claims of the
      Securityholders and the Trustee allowed in any such proceeding. In
      particular, the Trustee shall be authorized to collect and receive any
      moneys or other property payable or deliverable on any such claims and to
      distribute the same; and any custodian, receiver, assignee, trustee,
      liquidator, sequestrator or other similar official in any such judicial
      proceeding is hereby authorized by each Securityholder to make such
      payments to the Trustee and, in the event that the Trustee shall consent
      to the making of such payments directly to the Securityholders, to pay to
      the Trustee any amount due it for the reasonable compensation, expenses,
      disbursements and advances of the Trustee, its agents and counsel, and any
      other amounts due the Trustee under Section 6.5.

5.4   Trustee May Enforce Claims Without Possession of Securities

      All rights of action and claims under this Indenture or the Securities may
      be prosecuted and enforced by the Trustee without the possession of any of
      the Securities or the production thereof in any proceeding relating
      thereto, and any such proceeding instituted by the Trustee shall be
      brought in its own name as trustee of an express trust, and any recovery
      of judgment shall, after provision for the payment of the reasonable
      compensation, expenses, disbursements and advances of the Trustee, its
      agents and counsel, be for the ratable benefit of the Securityholders in
      respect of which such judgment has been recovered.

5.5   Application of Money Collected

      Any money collected by the Trustee pursuant to this Article shall be
      applied in the following order, at the date or dates fixed by the Trustee
      and, in case of the distribution of such money on account of principal and
      any Interest and other amounts due and payable under this Indenture and
      the Securities, upon presentation of the Securities and the notation
      thereon of the payment if only partially paid and upon surrender thereof
      if fully paid:

      FIRST: To the payment of all amounts due the Trustee under Section 6.5;
      and

      SECOND: Subject to Article 11, to the payment of the amounts then due and
      unpaid for principal of and any Interest and other amounts due and payable
      on the Securities in respect of which or for the benefit of which such
      money has been collected, ratably, without preference or priority of any
      kind, according to the amounts due and payable on such Securities for
      principal, Interest and any other amounts under this Indenture and the
      Securities, respectively.

                                      -43-
<PAGE>

5.6   Limitation on Suits

      (a)   No Securityholder shall have any right to institute any proceeding,
            judicial or otherwise, with respect to this Indenture, or for the
            appointment of a receiver or trustee, or for any other remedy
            hereunder, unless:

            (i)   such Securityholder has previously given written notice to the
                  Trustee of a continuing default (other than a Payment Default)
                  in the performance, or breach, of any covenant, warranty or
                  agreement of the Issuer in this Indenture;

            (ii)  the Securityholders of not less than 25% in aggregate
                  Principal Amount of the Outstanding Securities shall have made
                  written request to the Trustee to institute proceedings in
                  respect of such default or breach in its own name as Trustee
                  hereunder;

            (iii) such Securityholder or Securityholders have offered to the
                  Trustee indemnity reasonably satisfactory to it against the
                  costs, expenses and liabilities to be incurred in compliance
                  with such request;

            (iv)  the Trustee for 60 (sixty) days after its receipt of such
                  notice, request and offer of indemnity has failed to institute
                  any such proceeding; and

            (v)   no direction inconsistent with such written request has been
                  given to the Trustee during such 60 (sixty) day period by the
                  Securityholders of a majority in aggregate Principal Amount of
                  the Outstanding Securities;

      it being understood and intended that no Securityholder shall have any
      right in any manner by virtue of, or by availing of, any provision hereof
      to affect, disturb or prejudice the rights of any other Securityholder, or
      to obtain or to seek to obtain priority or preference over any other
      Securityholder or to enforce any right under this Indenture, except in the
      manner herein provided and for the equal and ratable benefit of all
      Securityholders. The provisions of this Section 5.6 shall not apply to the
      institution of bankruptcy proceedings against the Issuer in accordance
      with Section 5.1.

5.7   Unconditional Right of Securityholders to Receive Payments When Due

      Notwithstanding any other provision in this Indenture, subject to
      applicable law, Securityholders shall have the right, which is absolute
      and unconditional, to receive payments on the Securities when such
      payments are due and payable and such right shall not be impaired without
      the consent of such Securityholder.

5.8   Restoration of Rights and Remedies

      If the Trustee or any Securityholder has instituted any proceeding to
      enforce any right or remedy hereunder and such proceeding has been
      discontinued or abandoned for any reason, or has been determined adversely
      to the Trustee or to such Securityholder, then

                                      -44-
<PAGE>

      and in every such case, subject to any determination in such proceeding,
      the Issuer, the Trustee and the Securityholders shall be restored
      severally and respectively to their former positions hereunder and
      thereafter all rights and remedies of the Trustee and the Securityholders
      shall continue as though no such proceeding had been instituted.

5.9   Rights and Remedies Cumulative

      Except as otherwise provided with respect to the replacement or payment of
      mutilated, destroyed, lost or stolen Securities in the last paragraph of
      Section 2.14 hereof, no right or remedy herein conferred upon or reserved
      to the Trustee or to the Securityholders is intended to be exclusive of
      any other right or remedy, and every right and remedy shall, to the extent
      permitted by law, be cumulative and in addition to every other right and
      remedy given hereunder or now or hereafter existing at law or in equity or
      otherwise. The assertion or employment of any right or remedy hereunder,
      or otherwise, shall not prevent the concurrent assertion or employment of
      any other appropriate right or remedy.

5.10  Delay or Omission Not Waiver

      No delay or omission of the Trustee or of any Securityholder to exercise
      any right or remedy accruing upon any Payment Default shall impair any
      such right or remedy or constitute a waiver of any such Payment Default or
      an acquiescence therein. Every right and remedy given by this Article or
      by law to the Trustee or to the Securityholders may be exercised from time
      to time, and as often as may be deemed expedient, by the Trustee or by the
      Securityholders, as the case may be.

5.11  Control by Securityholders

      Holders of 25% of the aggregate principal amount of the Securities shall
      have at all times the right to direct the time, method and place of
      conducting any proceeding for any remedy available to the Trustee, or
      exercising any trust or power conferred on the Trustee with respect to the
      Securities, provided that:

      (a)   such direction shall not be in conflict with any rule of law or with
            this Indenture;

      (b)   the Trustee does not determine that the action would be unjustly
            prejudicial to any Securityholders not taking part in such
            direction;

      (c)   the Trustee may take any other action deemed proper by the Trustee
            which is not inconsistent with such direction; and

      (d)   such Securityholders have offered to the Trustee indemnity
            reasonably satisfactory to it against the costs, expenses and
            liabilities to be incurred in compliance with such request.

                                      -45-
<PAGE>

5.12  Waiver of Past Defaults

      The Majority Securityholders may, by giving written consent on behalf of
      the Securityholders of all the Securities, waive any past default
      hereunder and its consequences, except:

      (a)   any Payment Default; or

      (b)   any default in respect of a covenant or provision hereof which under
            Article Nine cannot be modified or amended without the consent of
            the Securityholder of each Outstanding Security.

      Upon any such waiver, such default shall cease to exist for every purpose
      of this Indenture, but no such waiver shall extend to any subsequent or
      other default or impair any right consequent thereon.

5.13  Undertaking for Costs

      In any suit for the enforcement of any right or remedy under this
      Indenture, or in any suit against the Trustee for any action taken,
      suffered or omitted by it as Trustee, a court may require any party
      litigant in such suit to file an undertaking to pay the costs of such
      suit, and may assess costs, including reasonable attorneys' fees and
      expenses, against any such party litigant, in the manner and to the extent
      provided in the Trust Indenture Act; provided that neither this Section
      nor application of the Trust Indenture Act to this Indenture shall be
      deemed to authorize any court to require such an undertaking or to make
      such an assessment in any suit instituted by the Issuer or the Trustee.

5.14  Waiver of Usury, Stay or Extension Laws

      The Issuer covenants (to the extent that it may lawfully do so) that it
      will not at any time insist upon, or plead, or in any manner whatsoever
      claim or take the benefit or advantage of, any usury, stay or extension
      law wherever enacted, now or at any time hereafter in force, which may
      affect the covenants or the performance of this Indenture; and the Issuer
      (to the extent that it may lawfully do so) hereby expressly waives all
      benefit or advantage of any such law and covenants that it will not
      hinder, delay or impede the execution of any power herein granted to the
      Trustee, but will suffer and permit the execution of every such power as
      though no such law had been enacted.

5.15  No Set-Off

      Subject to applicable law, each Securityholder, by accepting a Security,
      and the Trustee shall be deemed to have waived any right of set-off,
      counterclaim or combination of accounts with respect to the Securities or
      the Indenture (or between the Issuer's obligations with respect to the
      Securities and any liability owed by the Securityholder or the Trustee to
      the Issuer) that they may otherwise have against the Issuer.

                                      -46-
<PAGE>

5.16  No Liability of Directors, Officers, Employees, Incorporators or
      Stockholders

      Subject to mandatory provisions of applicable law, no director, officer,
      employee, incorporator, member, stockholder or authorized representative
      of the Issuer, in such capacity, will have any liability for any
      obligations of the Issuer under the Securities or this Indenture or for
      any claim based on, in respect of, or by reason of, such obligations or
      their creation. Each Securityholder, by accepting a Security, waives and
      releases all such liability. The waiver and release are deemed to be part
      of the consideration for issuance of the Securities.

6.    CONCERNING THE TRUSTEE

6.1   Certain Rights and Duties of Trustee

      (a)   The Trustee, prior to the occurrence of a Payment Default,
            undertakes to perform only such duties as are specifically set forth
            in this Indenture and the Trust Indenture Act, and no implied
            covenants or obligations shall be read into this Indenture against
            the Trustee. The application of Section 315(a)(1) of the Trust
            Indenture Act to this Indenture is expressly excluded. In case a
            Payment Default has occurred and prior to the receipt of
            instructions (if any) from the Securityholders, the Trustee shall
            exercise such of the rights and powers vested in it by this
            Indenture, and use the same degree of care and skill in their
            exercise, as a prudent person would exercise or use under the
            circumstances in the conduct of his or her own affairs.

      (b)   (i)   The Trustee may conclusively rely and shall be fully protected
                  in acting, or refraining from acting, upon any resolution,
                  certificate, statement, instrument, opinion, report, notice,
                  request, consent, order, Security, debenture or other paper or
                  document (whether in original or facsimile form) believed by
                  it in good faith to be genuine and to have been signed or
                  presented by the proper party or parties; provided, that in
                  the case of any such certificates or opinions which by the
                  provisions hereof are specifically required to be furnished to
                  the Trustee, the Trustee shall be under a duty to examine the
                  same to determine whether or not they conform to the
                  requirements of this Indenture but need not verify the
                  contents thereof.

            (ii)  Any request, direction, order or demand of the Issuer
                  mentioned herein shall be sufficiently evidenced by an
                  Officers' Certificate (unless other evidence in respect
                  thereof be herein specifically prescribed); and any resolution
                  of the Board of Directors shall be evidenced to the Trustee by
                  a copy thereof certified by the secretary or an assistant
                  secretary of the Issuer. Whenever in the administration of
                  this Indenture, the Trustee shall deem it desirable that a
                  matter be proved or established prior to taking, suffering or
                  omitting any action hereunder, the Trustee (unless other

                                      -47-
<PAGE>

                  evidence be herein specifically prescribed) may, in the
                  absence of bad faith on its part, conclusively rely on an
                  Officers' Certificate.

            (iii) The Trustee shall be under no obligation to exercise any of
                  the trusts or powers vested in it by this Indenture, and may
                  refuse to perform any duty or exercise any such rights or
                  powers unless it shall have been offered security or indemnity
                  to its reasonable satisfaction against the costs, expenses and
                  liabilities which may reasonably be incurred therein or
                  thereby.

            (iv)  The Trustee shall not be liable for any action taken, suffered
                  or omitted by it in good faith and believed by it in good
                  faith to be authorized or within the discretion or rights or
                  powers conferred upon it by this Indenture or with respect to
                  any action it takes or omits to take in good faith in
                  accordance with a direction received by it from the Majority
                  Securityholders.

            (v)   Subject to Section 6.1(b)(i), the Trustee shall not be bound
                  to make any investigation into the facts or matters stated in
                  any resolution, certificate, statement, instrument, opinion,
                  report, notice, request, consent, order, approval, appraisal,
                  Security, debenture or other paper or document with respect to
                  the Securities unless requested in writing so to do by the
                  Majority Securityholders then Outstanding, provided, that, if
                  the payment within a reasonable time to the Trustee of the
                  reasonable costs, expenses or liabilities likely to be
                  incurred by it in the making of such investigation is, in the
                  opinion of the Trustee, not reasonably assured to the Trustee
                  by the security afforded to it by the terms of this Indenture,
                  the Trustee shall require indemnity reasonably satisfactory to
                  it against such expenses or liabilities as a condition to so
                  proceeding. The reasonable expense of every such investigation
                  shall be paid by the Issuer or, if paid by the Trustee, shall
                  be repaid by the Issuer upon demand.

            (vi)  The Trustee may execute any of the trusts or powers hereunder
                  or perform any duties hereunder either directly or by or
                  through agents, attorneys, custodians or nominees and the
                  Trustee shall not be responsible for any misconduct or
                  negligence on the part of any agent, attorney custodian or
                  nominee appointed with due care by it hereunder.

            (vii) The Trustee shall not be liable for any error of judgment made
                  in good faith by a Responsible Officer or Responsible Officers
                  of the Trustee unless it shall be proved that the Trustee was
                  negligent in ascertaining the pertinent facts.

            (viii) The Trustee shall not be liable with respect to any action
                  taken or omitted to be taken by it in good faith in accordance
                  with any direction of the

                                      -48-
<PAGE>

                  Issuer given under this Agreement; provided, that the
                  Trustee's conduct does not constitute negligence or willful
                  misconduct.

            (ix)  The Trustee shall have no obligation to invest and reinvest
                  any cash held pursuant to this Agreement in the absence of
                  timely and specific written investment direction from the
                  Issuer. In no event shall the Trustee be liable for the
                  selection of investments or for investment losses incurred
                  thereon. The Trustee shall have no liability in respect of
                  losses incurred as a result of the liquidation of any
                  investment prior to its stated maturity or the failure of the
                  Issuer to provide timely written investment direction.

            (x)   The Trustee shall not be deemed to have notice of any Payment
                  Default unless a Responsible Officer of the Trustee has actual
                  knowledge thereof or unless written notice of any event which
                  is in fact such a default is received by the Trustee at the
                  Corporate Trust Office of the Trustee, and such notice
                  references the Securities and this indenture; provided,
                  however, that the Trustee shall be deemed to have actual
                  knowledge of the existence of any Payment Default which has
                  arisen pursuant to the provisions of Section 5.1(a) or (b).

            (xi)  The rights, privileges, protections, immunities and benefits
                  given to the Trustee, including, without limitation, its right
                  to be indemnified, are extended to, and shall be enforceable
                  by, the Trustee in each of its capacities hereunder, and each
                  agent, custodian and other Person employed to act hereunder;
                  and

            (xii) The Trustee may request that the Issuer deliver an Officers'
                  Certificate setting forth the names of individuals and/or
                  titles of officers authorized at such time to take specified
                  actions pursuant to this Indenture, which Officers'
                  Certificate may be signed by any person authorized to sign an
                  Officers' Certificate, including any person specified as so
                  authorized in any such certificate previously delivered and
                  not superseded.

      (c)   None of the provisions contained in this Indenture shall require the
            Trustee to expend or risk its own funds or otherwise incur personal
            financial liability in the performance of any of its duties or in
            the exercise of any of its rights or powers, if there shall be a
            reasonable ground for believing that the repayment of such funds or
            indemnity satisfactory to it against such liability is not
            reasonably assured to it.

      (d)   The Trustee may consult with counsel of its selection and the
            written advice or opinion of counsel shall be full and complete
            authorization and protection in respect of any action taken or
            omitted by it hereunder in good faith and in accordance with such
            advice or opinion of counsel.

                                      -49-
<PAGE>

      (e)   If the Trustee has or shall acquire a conflicting interest within
            the meaning of the Trust Indenture Act, the Trustee shall either
            eliminate such interest or resign, to the extent and in the manner
            provided by, and subject to the provisions of, the Trust Indenture
            Act and this Indenture.

6.2   Trustee Not Responsible for Recitals, etc.

      The recitals contained herein and in the Securities, except the Trustee's
      certificate of authentication, shall be taken as the statements of the
      Issuer and the Trustee assumes no responsibility for the correctness of
      the same. The Trustee makes no representations as to the validity or
      sufficiency of this Indenture or of the Securities. The Trustee shall not
      be accountable for the use or application by the Issuer of any of the
      Securities or of the proceeds of such Securities.

6.3   Trustee and Others May Hold Securities

      The Trustee or any Paying Agent or Security Registrar or any other
      Authorized Agent of the Trustee, or any Affiliate thereof, in its
      individual or any other capacity, may become the owner or pledgee of
      Securities and may otherwise deal with the Issuer, or any other obligor on
      the Securities with the same rights it would have if it were not Trustee,
      Paying Agent, Security Registrar or such other Authorized Agent.

6.4   Moneys Held by Trustee or Paying Agent

      (a)   All moneys received by the Trustee or any Paying Agent shall, until
            used or applied as herein provided, be held in trust for the
            purposes for which they were received, and shall be segregated from
            other funds of the Trustee or Paying Agent. Neither the Trustee nor
            any Paying Agent shall be under any liability for interest on any
            moneys received by it hereunder except such as it may agree in
            writing with the Issuer to pay thereon.

      (b)   The Trustee shall arrange with all Paying Agents for the payment,
            from funds furnished by the Issuer to the Trustee pursuant to this
            Indenture, of the principal of and interest and other amounts due on
            the Securities (including Additional Amounts).

6.5   Compensation of Trustee and Its Lien

      (a)   The Issuer covenants and agrees to pay the Trustee (all references
            in this Section 6.5 to the Trustee shall be deemed to apply to the
            Trustee in its capacities as Trustee, Paying Agent and Security
            Registrar) such amount as shall be agreed upon in writing with the
            Issuer in full compensation for all services rendered by the Trustee
            hereunder for the period beginning on the Closing Date and ending
            upon the full redemption of the Securities. Except as herein
            otherwise expressly provided, the Issuer will pay or reimburse the
            Trustee upon its request for all

                                      -50-
<PAGE>

            reasonable expenses and disbursements incurred or made by the
            Trustee in accordance with any of the provisions of this Indenture
            (including the reasonable compensation and the reasonable expenses,
            advances and disbursements of its counsel and of all persons not
            regularly in its employ) except any such expense or disbursement as
            shall be determined to have been caused by its own negligence or
            willful misconduct. The Issuer also covenants and agrees to
            indemnify each of the Trustee and each predecessor Trustee for,
            defend, and hold harmless each of the Trustee and each predecessor
            Trustee and their respective officers, directors, employees,
            representatives and agents from and against, any loss, liability,
            claim, damage or expense incurred without negligence or willful
            misconduct on its part or any of its employees, officers or agents,
            arising out of or in connection with (i) the acceptance or
            administration of the trust or trusts hereunder and this Indenture,
            including, without limitation, the costs and expenses of defending
            itself against any claim (whether against the Issuer, a
            Securityholder or any other Person) or liability and (ii) the
            exercise or performance or any of its rights, powers or duties
            hereunder and including liability which the Trustee may incur as a
            result of failure to withhold, pay or report Taxes.

      (b)   The obligations of the Issuer under this Section 6.5 shall survive
            payment in full of the Securities, the resignation or removal of the
            Trustee and the termination of this Indenture for a period of three
            years after the redemption and payment in full of the Securities.

      (c)   When the Trustee or any predecessor Trustee incurs expenses or
            renders services in connection with the performance of its
            obligations hereunder (including its services as Paying Agent, if so
            appointed by the Issuer) after a Payment Default occurs, the
            expenses and compensation for such services are intended to
            constitute expenses of administration under applicable bankruptcy,
            insolvency or other similar United States Federal or state law or
            analogous foreign law for the relief of debtors.

      (d)   The Trustee shall have a lien prior to the Securities as to all
            property and funds held by it hereunder for any amount owing it or
            any predecessor Trustee pursuant to this Section 6.5, except with
            respect to (i) the indemnity to the Trustee contained in Section
            6.5(a).

6.6   Right of Trustee to Rely on Officers' Certificates and Opinions of Counsel

      Before the Trustee acts or refrains from acting with respect to any matter
      contemplated by this Indenture, it may require an Officers' Certificate of
      the Issuer or an Opinion of Counsel, which shall conform to the provisions
      of Section 12.1. The Trustee shall not be liable for any action it takes
      or omits to take in good faith in reliance on such certificate or opinion
      as set forth in Section 6.1(b)(ii).

                                      -51-
<PAGE>

6.7   The Bank of New York Trust Company (Cayman) Limited as Trustee

      If at any time whilst The Bank of New York Trust Company (Cayman) Limited
      is appointed as Trustee hereunder:

      (i)   the long term unsecured debt rating of The Bank of New York falls
            below "A3" by Moody's; or

      (ii)  The Bank of New York Trust Company (Cayman) Limited ceases to be
            majority owned by or controlled by The Bank of New York; or

      (iii) The Bank of New York Trust Company (Cayman) Limited ceases to bear
            "Bank of New York" in its name;

      then The Bank of New York Trust Company (Cayman) Limited will resign and
      the Issuer will appoint a successor trustee in accordance with the
      provisions of Section 6.9.

6.8   Persons Eligible for Appointment as Successor Trustee

      If The Bank of New York Trust Company (Cayman) Limited ceases to be
      appointed as Trustee hereunder for any reason, the Issuer will appoint a
      successor trustee. Any successor trustee will at all times be a bank with
      a combined capital and surplus of at least U.S.$100,000,000 and have a
      long term unsecured debt rating of at least "A3" by Moody's.

6.9   Resignation and Removal of Trustee; Appointment of Successor

      (a)   The Trustee, or any trustee or trustees hereafter appointed, may at
            any time resign by giving written notice to the Issuer and by giving
            notice of such resignation to the Securityholders in the manner
            provided in Section 12.4.

      (b)   In case at any time any of the following shall occur with respect to
            any Securities:

            (i)   the Trustee shall cease to be eligible under Section 6.7 or
                  Section 6.8 and shall fail to resign after written request
                  therefor by the Issuer or by any Securityholder; or

            (ii)  the Trustee shall become incapable of acting, or shall be
                  adjudged bankrupt or insolvent, or a receiver of the Trustee
                  or of its property shall be appointed, or any public officer
                  shall take charge or control of the Trustee or of its property
                  or affairs for the purpose of rehabilitation, conservation or
                  liquidation;

            then, in any such case, (A) the Issuer may remove the Trustee, and
            appoint a successor trustee by written instrument, in duplicate,
            executed by order of the Board of Directors of the Issuer, or (B)
            any Securityholder who has been a bona

                                      -52-
<PAGE>

            fide Securityholder for at least six months may, on behalf of
            himself and all others similarly situated, petition any court of
            competent jurisdiction for the removal of the Trustee and the
            appointment of a successor Trustee. Such court may thereupon after
            such notice, if any, as it may deem proper and prescribe, remove the
            Trustee and appoint a successor Trustee.

      (c)   The Majority Securityholders at the time Outstanding may at any time
            remove the Trustee and appoint a successor Trustee by delivering to
            the Trustee so removed, to the successor Trustee so appointed and to
            the Issuer, the evidence provided for in Section 7.1 of the action
            taken by the Securityholders, provided, that unless a Payment
            Default shall have occurred and be continuing, the Issuer shall
            consent (such consent not to be unreasonably withheld).

      (d)   If the Trustee shall resign, be removed, or become incapable of
            acting or if a vacancy shall occur in the office of Trustee with
            respect to the Securities for any cause, the Issuer shall promptly
            appoint a successor Trustee or Trustees by written instrument, in
            duplicate, executed by order of the Board of Directors of the
            Issuer, one copy of which instrument shall be delivered to the
            former Trustee and one copy to the successor Trustee. If no
            successor Trustee shall have been so appointed and have accepted
            such appointment pursuant to Section 6.10 within 30 days after the
            mailing of such notice of resignation or removal, the former Trustee
            may, at the Issuer's expense, petition any court of competent
            jurisdiction for the appointment of a successor Trustee, or any
            Securityholder who has been a bona fide Securityholder for at least
            six months may, on behalf of himself and all others similarly
            situated, petition any such court for the appointment of a successor
            Trustee. Such court may thereupon after such notice, if any, as it
            may deem proper and prescribe, appoint a successor Trustee.

      (e)   Any resignation or removal of the Trustee and any appointment of a
            successor Trustee pursuant to this Section shall become effective
            only upon acceptance of appointment by the successor Trustee as
            provided in Section 6.10.

6.10  Acceptance of Appointment by Successor Trustee

      (a)   Any successor Trustee appointed under Section 6.9 shall execute,
            acknowledge and deliver to the Issuer and to its predecessor Trustee
            an instrument accepting such appointment hereunder, and thereupon
            the resignation or removal of the predecessor Trustee shall become
            effective and such successor Trustee, without any further act, deed
            or conveyance, shall become vested with all the rights, powers,
            trusts, duties and obligations of its predecessor Trustee hereunder,
            with like effect as if originally named as Trustee herein; but,
            nevertheless, on the written request of the Issuer or of the
            successor Trustee, the Trustee ceasing to act shall, upon payment of
            any such amounts then due it pursuant to the provisions of Section
            6.5, execute and deliver an instrument transferring to such
            successor Trustee all the rights, powers and trusts of the Trustee
            so ceasing to act and shall

                                      -53-
<PAGE>

            duly assign, transfer and deliver to such successor Trustee all
            property and money held by such Trustee ceasing to act. Upon request
            of any such successor Trustee, the Issuer shall execute any and all
            instruments in writing for more fully and certainly vesting in and
            confirming to such successor Trustee all such rights and powers. Any
            Trustee ceasing to act shall, nevertheless, retain a lien upon all
            property or funds held or collected by such Trustee to secure any
            amounts then due it pursuant to Section 6.5.

      (b)   No successor Trustee shall accept appointment as provided in this
            Section 6.10 unless at the time of such acceptance such successor
            Trustee shall be eligible under Section 6.8.

      (c)   Upon acceptance of appointment by a successor Trustee, the Issuer
            shall give notice of the succession of such Trustee hereunder to the
            Securityholders in the manner provided in Section 12.4. If the
            Issuer fails to give such notice within 10 days after acceptance of
            appointment by the successor Trustee, the successor Trustee shall
            cause such notice to be given at the expense of the Issuer.

6.11  Merger, Conversion or Consolidation of Trustee

      (a)   Any Person into which the Trustee may be merged or converted or with
            which it may be consolidated, or any corporation resulting from any
            merger, conversion or consolidation to which the Trustee shall be a
            party, or any Person succeeding to all or substantially all the
            corporate trust business of the Trustee, shall be the successor of
            the Trustee hereunder without the execution or filing of any paper
            or any further act on the part of any of the parties hereto;
            provided that such successor Trustee shall be eligible under the
            provisions of Section 6.8 hereof.

      (b)   In case at the time such successor to the Trustee shall succeed to
            the trusts created by this Indenture, any of the Securities shall
            have been authenticated but not delivered, any such successor to the
            Trustee may adopt the certificate of authentication of any
            predecessor Trustee and deliver such Securities so authenticated
            and, in case at that time any of the Securities shall not have been
            authenticated, any successor to the Trustee may authenticate such
            Securities either in the name of any predecessor hereunder or in the
            name of the successor trustee, and in such cases such certificate
            shall have the same force under the Securities and under this
            Indenture as if authenticated by such predecessor Trustee; provided,
            that, the certificate of the Trustee shall have provided that the
            right to adopt the certificate of authentication of any predecessor
            Trustee or the authenticated Securities in the name of any
            predecessor Trustee shall apply only to its successor or successors
            by merger, conversion or consolidation.

                                      -54-
<PAGE>

6.12  Maintenance of Offices and Agencies

      (a)   The Issuer shall at all times maintain in the Borough of Manhattan,
            The City of New York, and in such other Places of Payment, if any,
            as shall be specified for the Securities, an office or agency where
            Securities may be presented or surrendered for registration of
            transfer, exchange or redemption and for payment of principal and
            interest and where notices to and demands upon the Issuer in respect
            of this Indenture and the Securities may be served. Such office
            shall initially be the Corporate Trust Office. Notices and demands
            to or upon the Trustee in respect of the Securities or this
            Indenture may be served at the Corporate Trust Office. The Issuer
            shall not change the designation of such office or agency without
            prior written notice to the Trustee and the designation of a
            replacement office or agency. Written notice of the location of each
            of such office or agency and of any change of location thereof shall
            be given by the Issuer to the Trustee and by the Trustee to the
            Securityholders in the manner specified in Section 12.4. In the
            event that no such office or agency shall be maintained or no such
            notice of location or of change of location shall be given,
            presentations, surrenders and demands may be made and notices may be
            served at the Corporate Trust Office.

      (b)   There shall at all times be a Security Registrar and a Paying Agent
            hereunder. The Issuer shall enter into an appropriate agency
            agreement with any Security Registrar or Paying Agent that is not a
            party to this Indenture. The agreement shall incorporate the
            provisions of the Trust Indenture Act and implement the provisions
            of this Indenture that relate to such agent. At any time when any
            Securities remain Outstanding, the Trustee may appoint an
            Authenticating Agent or Agents with respect to the Securities which
            shall be authorized to act on behalf of the Trustee to authenticate
            Securities issued upon original issuance, exchange, registration of
            transfer or pursuant to Section 2.13, and Securities so
            authenticated shall be entitled to the benefits of this Indenture
            and shall be valid and obligatory for all purposes as if
            authenticated by the Trustee hereunder (it being understood that
            wherever reference is made in this Indenture to the authentication
            and delivery of Securities by the Trustee or the Trustee's
            certificate of authentication, such reference shall be deemed to
            include authentication and delivery on behalf of the Trustee by an
            Authenticating Agent and a certificate of authentication executed on
            behalf of the Trustee by an Authenticating Agent).

      (c)   The Trustee at its office specified in the definition of "Corporate
            Trust Office" in Section 1.1, is hereby appointed as Paying Agent
            and Security Registrar hereunder.

      (d)   Any Paying Agent (other than the Trustee) not a party to this
            Indenture, from time to time appointed hereunder shall execute and
            deliver to the Trustee an instrument in which said Paying Agent
            shall agree with the Trustee, subject to the provisions of this
            Section 6.12, that such Paying Agent will:

                                      -55-
<PAGE>

            (i)   hold all sums held by it for the payment of principal of and
                  interest on Securities in trust for the benefit of the Persons
                  entitled thereto until such sums shall be paid to such Persons
                  or otherwise disposed of as herein provided;

            (ii)  give the Trustee within five days thereafter notice of any
                  Default by any obligor upon the Securities in the making of
                  any such payment of principal or interest; and

            (iii) at any time during the continuance of any such Default, upon
                  the written request of the Trustee, forthwith pay to the
                  Trustee all sums so held in trust by such Paying Agent.

      (e)   Notwithstanding any other provision of this Indenture, any payment
            required to be made to or received or held by the Trustee may, to
            the extent authorized by written instructions of the Trustee, be
            made to or received or held by a Paying Agent for the account of the
            Trustee.

      (f)   Any Person into which any Authorized Agent may be merged or
            converted or with which it may be consolidated, or any Person
            resulting from any merger, consolidation or conversion to which any
            Authorized Agent shall be a party, or any corporation succeeding to
            all or substantially all of the corporate trust business of any
            Authorized Agent, shall be the successor of such Authorized Agent
            hereunder, if such successor Person is otherwise eligible under this
            Section 6.12, without the execution or filing of any paper or any
            further act on the part of the parties hereto or such Authorized
            Agent or such successor Person.

      (g)   Any Authorized Agent may at any time resign by giving written notice
            of resignation to the Trustee and the Issuer. The Issuer may, and at
            the request of the Trustee shall, at any time, terminate the agency
            of any Authorized Agent by giving written notice of such termination
            to the Authorized Agent and to the Trustee. Upon the resignation or
            termination of an Authorized Agent or in case at any time any such
            Authorized Agent shall cease to be eligible under this Section 6.12
            (when, in either case, no other Authorized Agent performing the
            functions of such Authorized Agent shall have been appointed), the
            Issuer shall promptly appoint one or more qualified successor
            Authorized Agents (except in the case of any Authenticating Agent,
            where the Trustee shall so appoint) to perform the functions of the
            Authorized Agent which has resigned or whose agency has been
            terminated or who shall have ceased to be eligible under this
            Section 6.12. The Issuer shall give written notice of any such
            appointment to all Securityholders in accordance with Section 12.4
            (but need only give notice in the manner specified in clause (a)
            thereof).

      (h)   The Issuer initially appoints The Bank of New York as Security
            Registrar and Paying Agent and Kredietbank S.A., Luxembourgeoise as
            a paying agent (the

                                      -56-
<PAGE>

            "LUXEMBOURG PAYING AGENT") in connection with the Securities. The
            Issuer will appoint Kredietbank S.A., Luxembourgeoise (or other
            Luxembourg entity) as transfer agent (the "LUXEMBOURG TRANSFER
            AGENT") in the event the Securities are issued in definitive
            registered form.

      (i)   So long as the Securities are listed on the Luxembourg stock
            exchange and the rules of such exchange so require, the Issuer will
            maintain a paying agent and transfer agent in Luxembourg. If the
            Securities are listed on any other securities exchange, the Issuer
            will satisfy any requirement at such securities exchange as to
            paying agents. So long as the Securities are listed on the
            Luxembourg stock exchange, any change in the Luxembourg Paying Agent
            or the Luxembourg Transfer Agent or any change in the location of
            their offices shall be notified to Securityholders by the giving of
            notice to the Securityholders in accordance with the provisions of
            Section 12.4 of this Indenture.

6.13  Reports by Trustee

      (a)   On or before June 3 in every year, so long as any Securities are
            Outstanding hereunder, the Trustee shall transmit to the
            Securityholders specified in Section 313(a) of the Trust Indenture
            Act a brief report, dated as of the preceding December 31, to the
            extent required by Section 313 of the Trust Indenture Act in
            accordance with the procedures set forth in said Section.

      (b)   A copy of each report at the time of its mailing to Securityholders
            shall be mailed to the Issuer and filed with the SEC and each stock
            exchange, on which the Securities are listed.

      (c)   The Issuer shall promptly notify the Trustee in writing if the
            Securities become listed on any stock exchange and of any delisting
            thereof and the Trustee shall comply with Section 313(d) of the
            Trust Indenture Act.

6.14  Trustee Risk

      None of the provisions contained in this Indenture shall require the
      Trustee to expend or risk its own funds or otherwise incur personal
      financial liability in the performance of any of its duties or in the
      exercise of any of its rights or powers, if it shall have reasonable
      ground for believing that the repayment of such funds or liability is not
      reasonably assured to it. Whether or not expressly provided herein, every
      provision of this Indenture relating to the conduct or affecting the
      liability of or affording protection to the Trustee shall be subject to
      Section 6.1 except to the extent provided herein.

6.15  Appointment of Co-Trustee

      (a)   It is the purpose of this Indenture that there shall be no violation
            of any law of any jurisdiction, denying or restricting the right of
            banking corporations or

                                      -57-
<PAGE>

            associations to transact business as Trustee in such jurisdiction.
            It is recognized that in case of litigation under this Indenture or
            any Security, and in particular in case of the enforcement of any
            such document on default, or in case the Trustee deems that by
            reason of any present or future law of any jurisdiction it may not
            exercise any of the powers, rights or remedies herein granted to the
            Trustee or hold title to the properties, in trust, as herein
            granted, or take any other action which may be desirable or
            necessary in connection therewith, the Trustee shall have the power
            and may execute and deliver all instruments necessary to appoint one
            or more Persons to act as a co-trustee or co-trustees, or separate
            trustee or separate trustees. The following provisions of this
            Section 6.15 are adopted to these ends.

      (b)   In the event that the Trustee appoints one or more Persons to act as
            a co-trustee or co-trustees, or separate trustee or separate
            trustees, each and every remedy, power, right, claim, demand, cause
            of action, immunity, estate, title, interest and lien expressed or
            intended by this Indenture to be exercised by or vested in or
            conveyed to the Trustee with respect thereto shall be exercisable by
            and vested in such separate or co-trustee(s) but only to the extent
            necessary to enable such separate or co-trustee(s) to exercise such
            powers, rights and remedies, and every covenant and obligation
            necessary to the exercise thereof by such separate or co-trustee(s)
            shall run to and be enforceable by them or either of them.

      (c)   Should any instrument in writing be required by the separate
            trustee(s) or co-trustee(s) so appointed by the Trustee for more
            fully and certainly vesting in and confirming to him or it such
            properties, rights, powers, trusts, duties and obligations, any and
            all such instruments in writing shall, on request, be executed,
            acknowledged and delivered by the Issuer. In case any separate
            trustee or co-trustee, or a successor to either, shall die, become
            incapable of acting, resign or be removed, all the estates,
            properties, rights, powers, trusts, duties and obligations of such
            separate trustee or co-trustee, so far as permitted by law, shall
            vest in and be exercised by the Trustee until the appointment of a
            new trustee or successor to such separate trustee or co-trustee.

      (d)   Every separate trustee and co-trustee shall, to the extent permitted
            by law, be appointed and act subject to the following provisions and
            conditions:

            (i)   all rights, powers, duties and obligations conferred or
                  imposed upon the Trustee shall be conferred or imposed upon
                  and exercised or performed by the Trustee and such separate
                  trustee or co-trustee jointly (it being understood that such
                  separate trustee or co-trustee is not authorized to act
                  separately without the Trustee joining in such act), except
                  (A) to the extent that under any law of any jurisdiction in
                  which any particular act or acts are to be performed, the
                  Trustee shall be incompetent or unqualified to perform such
                  act or acts, in which event such rights, powers, duties and
                  obligations (including the holding of title to any property or
                  any portion

                                      -58-
<PAGE>

                  thereof in any such jurisdiction) shall be exercised and
                  performed singly by such separate trustee or co-trustee, but
                  solely at the direction of the Trustee and (B) if at any time
                  the long-term unsecured debt rating of such co-trustee by
                  Moody's shall fall below that of the Trustee, then the
                  Trustee, or another co-trustee appointed by the Trustee in
                  accordance with this Section 6.15, shall exercise and perform
                  singly such rights, powers, duties and obligations;

            (ii)  no trustee hereunder shall be personally liable by reason of
                  any act or omission of any other trustee hereunder;

            (iii) the Trustee may at any time accept the resignation of or
                  remove any separate trustee or co-trustee; and

            (iv)  each co-trustee appointed hereunder shall at all times be a
                  bank with a combined capital and surplus of at least
                  U.S.$100,000,000 and have a long-term unsecured debt rating of
                  at least "A3" by Moody's.

      (e)   Any notice, request or other writing given to the Trustee shall be
            deemed to have been given to each of the then separate trustees and
            co-trustees, as effectively as if given to each of them. Every
            instrument appointing any separate trustee or co-trustee shall refer
            to this Indenture and the conditions of this Article 6.

      (f)   Any separate trustee or co-trustee may at any time constitute the
            Trustee its agent or attorney-in-fact with full power and authority,
            to the extent not prohibited by law, to do any lawful act under or
            in respect of this Indenture on its behalf and in its name. If any
            separate trustee or co-trustee shall die, become incapable of
            acting, resign or be removed, all of its estates, properties,
            rights, remedies and trusts shall vest in and be exercised by the
            Trustee, to the extent permitted by law, without the appointment of
            a new or successor trustee.

6.16  Notice of Payment Default

      If a Payment Default shall have occurred, the Trustee shall, within 90
      (ninety) days of the occurrence of such Payment Default with respect to
      the Securities, give to each Securityholder in the manner and to the
      extent provided in Section 313(c) of the Trust Indenture Act notice of the
      Payment Default as and to the extent provided by the Trust Indenture Act,
      unless such Payment Default shall have been cured or waived. The Trustee
      will be protected in withholding notice, however, if it determines in good
      faith that withholding notice is in the interest of the Securityholders.

6.17  Eligibility; Disqualification.

      Upon qualification of this Indenture under the Trust Indenture Act, this
      Indenture shall have a Trustee who satisfies the requirement of Sections
      310(a)(1), (2) and (5) of the

                                      -59-
<PAGE>

      Trust Indenture Act. Notwithstanding the foregoing, the Trustee (or, in
      the case of a corporation included in a bank holding company system, the
      related bank holding company) shall have a combined capital and surplus of
      at least U.S.$100,000,000 as set forth in its most recent published annual
      report of condition. In addition, if the Trustee is a corporation included
      in a bank holding company system, the Trustee, independently of such bank
      holding company, shall meet the capital requirements of Section 310(a)(2)
      of the Trust Indenture Act. The Trustee shall comply with Section 310(b)
      of the Trust Indenture Act; provided, however, that there shall be
      excluded from the operation of Section 310(b)(1) of the Trust Indenture
      Act any indenture or indentures under which other securities, or
      certificates of interest or participation in other securities, of the
      Issuer are outstanding, if the requirements for such exclusion set forth
      in Section 310(b)(1) of the Trust Indenture Act are met. The provisions of
      Section 310 of the Trust Indenture Act shall apply to the Issuer and any
      other obligor of the Securities.

6.18  Preferential Collection of Claims Against Issuer.

      The Trustee shall comply with Section 311(a) of the Trust Indenture Act,
      excluding any creditor relationship listed in Section 311(b) of the Trust
      Indenture Act. A Trustee who has resigned or been removed shall be subject
      to Section 311(a) of the Trust Indenture Act to the extent indicated
      therein. The provisions of Section 311 of the Trust Indenture Act shall
      apply to the Issuer and any other obligor of the Securities.

7.    CONCERNING THE SECURITYHOLDERS

7.1   Acts of Securityholders

      (a)   Any request, demand, authorization, direction, notice, consent,
            waiver, modification, supplement, or other action provided by this
            Indenture to be given or taken by Securityholders (collectively, an
            "ACT" of such Securityholders, which term also shall refer to the
            instruments or record evidencing or embodying the same) may be
            embodied in and evidenced by one or more instruments of
            substantially similar tenor signed by such Securityholders in person
            or by an agent duly appointed in writing or, alternatively, may be
            embodied in and evidenced by the record of Securityholders voting in
            favor thereof, either in person or by proxies duly appointed in
            writing, at any meeting of Securityholders duly called and held in
            accordance with the provisions of Article 8, or a combination of
            such instruments and any such record. Except as herein otherwise
            expressly provided, such action shall become effective when such
            instrument or instruments or record, or both, are delivered to the
            Trustee, and when it is specifically required herein, to the Issuer.
            Proof of execution of any such instrument or of a writing appointing
            any such agent shall be sufficient for any purpose of this Indenture
            and (subject to Section 6.1) conclusive in favor of the Trustee and
            the Issuer, if made in the manner provided in this Section 7.1. The
            record of any meeting of Securityholders shall be proved in the
            manner provided in Section 8.5.

                                      -60-
<PAGE>

      (b)   The fact and date of the execution by any Person of any such
            instrument or writing may be proved by the certificate of any public
            or other officer of any jurisdiction authorized to take
            acknowledgments of deeds or administer oaths that the Person
            executing such instrument acknowledged to such officer the execution
            thereof, or by an affidavit of a witness to such execution sworn to
            before any such notary or other such officer, and where such
            execution is by an officer of a corporation or association or of the
            Issuer, on behalf of such corporation, association or the Issuer,
            such certificate or affidavit shall also constitute sufficient proof
            of such Person's authority. The fact and date of the execution of
            any such instrument or writing, or the authority of the Person
            executing the same, may also be proved in any other manner which the
            Trustee deems sufficient.

      (c)   The ownership of the Securities, the principal amount and serial
            numbers of Securities held by any Person, and the date or dates of
            holding the same, shall be proved by the Security Register and the
            Trustee shall not be affected by notice to the contrary.

      (d)   Any Act by the Securityholders (i) shall bind the holder of each
            Security and every future Securityholder of such Security and the
            Securityholder of every Security issued upon the transfer thereof or
            the exchange therefor or in lieu thereof, whether or not notation of
            such action is made upon such Security, and whether or not such
            Securityholder has given its consent (unless required under this
            Indenture) to such Act or was present at any duly held meeting, and
            (ii) shall be valid notwithstanding that such Act is taken in
            connection with the transfer of such Security to any other Person,
            including the Issuer or any Affiliate thereof.

      (e)   Until such time as written instruments shall have been delivered
            with respect to the requisite percentage of principal amount of
            Securities for the Act contemplated by such instruments, any such
            instrument executed and delivered by or on behalf of a
            Securityholder may be revoked with respect to any or all of such
            Securities by written notice by such Securityholder (or its duly
            appointed agent) or any subsequent Securityholder (or its duly
            appointed agent), proven in the manner in which such instrument was
            proven unless such instrument is by its terms expressly irrevocable.

      (f)   Securities authenticated and delivered after any Act of
            Securityholders may, and shall if required by the Issuer, bear a
            notation in form approved by the Issuer as to any action taken by
            such Act of Securityholders. If the Issuer shall so determine, new
            Securities so modified as to conform, in the opinion of the Issuer,
            to such action, may be prepared and executed by the Issuer and
            authenticated and delivered by the Trustee in exchange for
            outstanding Securities.

      (g)   The Issuer may, in the circumstances permitted by the Trust
            Indenture Act, but shall not be obligated to, fix a record date for
            the purpose of determining the Securityholders entitled to sign any
            instrument evidencing or embodying an Act

                                      -61-
<PAGE>

            of the Securityholders or to vote on any action. If a record date is
            fixed, those Persons who were Securityholders at such record date,
            and only those Persons (or their duly appointed proxies or agents),
            shall be entitled to sign any such instrument evidencing or
            embodying an Act of Securityholders, to revoke any such instrument
            previously signed or to vote on such action, as the case may be,
            whether or not such Persons continue to be Securityholders after
            such record date. If not set by the Issuer prior to the first
            solicitation of a Securityholder by any Person in respect of any
            such action, or, the case of any such vote, prior to such vote, the
            record date for any such action or vote shall be the 30th day prior
            to such first solicitation or vote, as the case may be. No such
            instrument shall be valid or effective if signed more than 180 days
            after such record date, and may be revoked as provided in paragraph
            (e) above. Promptly after any record date is set by the Issuer
            pursuant to this Section 7.1(g), the Issuer, at its own expense,
            shall cause notice of such record date, the proposed action by the
            Securityholders to be given to the Trustee in writing and to each
            Securityholder in the manner set forth in Section 12.4.

      (h)   Without limiting the foregoing, a Securityholder entitled hereunder
            to take any action hereunder with regard to any particular Security
            may do so with regard to all or any part of the principal amount of
            such Security or by one or more duly appointed agents, each of which
            may do so pursuant to such appointment with regard to all or any
            part of such principal amount.

      (i)   The Initial Securities and the Exchange Securities shall vote and
            consent together on all matters as one class, and none of the
            Securities, and no tranche of Securities, shall have the right to
            vote or consent as a separate class on any matter.

7.2   Securities Owned by Issuer and Affiliates Deemed Not Outstanding

      In determining whether the holders of the requisite aggregate principal
      amount of Securities have concurred in any request, demand, authorization,
      direction, notice, consent and waiver or other act under this Indenture,
      Securities which are owned by the Issuer or its Affiliates shall be
      disregarded and deemed not to be Outstanding for the purpose of any such
      determination except that for the purposes of determining whether the
      Trustee shall be protected in relying on any such direction, consent or
      waiver, only Securities which a Responsible Officer of the Trustee
      actually knows to be so owned shall be so disregarded. The Issuer shall
      furnish the Trustee, upon its reasonable request, with a list of such
      Affiliates. In case of a dispute as to such right, any decision by the
      Trustee, taken upon the advice of counsel, shall be full protection to the
      Trustee.

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<PAGE>

8.    SECURITYHOLDERS' MEETINGS

8.1   Purposes for Which Securityholders' Meetings May Be Called

      A meeting of Securityholders may be called at any time and from time to
      time pursuant to this Article 8 for any of the following purposes:

      (a)   to give any notice to the Issuer or to the Trustee, or to give any
            directions to the Trustee, or to waive or to consent to the waiving
            of any default hereunder and its consequences, or to take any other
            action authorized to be taken by Securityholders pursuant to Article
            7;

      (b)   to remove the Trustee and appoint a successor Trustee pursuant to
            Article 6;

      (c)   to consent to the execution of an indenture or indentures
            supplemental hereto pursuant to Section 9.1; or

      (d)   to take any other action authorized to be taken by or on behalf of
            the holders of any specified aggregate principal amount of the
            Securities under any other provision of this Indenture or under
            applicable law.

8.2   Trustee, Issuer and Securityholders May Call Meeting

      The Trustee may call a meeting of the Securityholders at any time by
      giving notice thereof as provided in Section 12.4. In case the Issuer,
      pursuant to a Board Resolution, or the holders of at least 10% in
      aggregate principal amount of the Securities then Outstanding shall have
      requested the Trustee to call a meeting of Securityholders, by written
      request setting forth in general terms the action proposed to be taken at
      the meeting, and the Trustee shall not have given notice of such meeting
      within 20 days after receipt of such request, then the Issuer or such
      Securityholders in the amount above specified may determine the time and
      the place in the Borough of Manhattan, The City of New York, for such
      meeting and may call such meeting to take any action authorized in Section
      8.1 by giving notice thereof as provided in Section 12.4. Notice of every
      meeting of the Securityholders shall set forth the time and place of such
      meeting and, in general terms, the action proposed to be taken at such
      meeting and shall be given not less than 30 nor more than 60 days prior to
      the date fixed for the meeting; provided, that, in the case of any meeting
      reconvened after adjournment, such notice shall be given not less than 10
      nor more than 60 days prior to the date fixed for such meeting.

8.3   Persons Entitled to Vote at Meeting

      To be entitled to vote at any meeting of Securityholders a person shall be
      (a) the Persons who were Securityholders on the record date determined
      pursuant to Section 7.1(g) or (b) a person appointed by an instrument in
      writing as proxy for any such Securityholder. The only persons who shall
      be entitled to be present or to speak at any meeting of Securityholders
      shall be the persons entitled to vote at such meeting and their counsel
      and

                                      -63-
<PAGE>

      any representatives of the Trustee and its counsel and any representatives
      of the Issuer and its counsel.

8.4   Determination of Voting Rights; Conduct and Adjournment of Meeting

      (a)   Notwithstanding any other provisions of this Indenture, the Trustee
            may make such reasonable regulations as it may deem advisable for
            any meeting of Securityholders, in regard to proof of the holding of
            Securities and of the appointment of proxies, and in regard to the
            appointment and duties of inspectors of votes, the submission and
            examination of proxies, certificates and other evidence of the right
            to vote, and such other matters concerning the conduct of the
            meeting as it shall think fit. Such regulations may provide that
            written instruments appointing proxies, regular on their face, may
            be presumed valid and genuine without the proof specified in Section
            7.1 or other proof. Except as otherwise permitted or required by any
            such regulations, the holding of Securities shall be proved in the
            manner specified in Section 7.1 and the appointment of any proxy
            shall be proved in the manner specified in said Section 7.1 or by
            having the signature of the person executing the proxy witnessed or
            guaranteed by any bank, banker, trust company or firm satisfactory
            to the Trustee.

      (b)   The Issuer or the Securityholders calling the meeting, as the case
            may be, shall appoint a temporary chairman. A permanent chairman and
            a permanent secretary of the meeting shall be elected by vote of the
            Securityholders of a majority in aggregate principal amount of the
            Securities represented at the meeting and entitled to vote.

      (c)   Subject to the provisions of Section 7.2, at any meeting each
            Securityholder or proxy shall be entitled to one vote for each
            U.S.$1,000 principal amount of Securities held or represented by
            him; provided, however, that no vote shall be cast or counted at any
            meeting in respect of any Security challenged as not Outstanding and
            ruled by the chairman of the meeting to be not Outstanding. The
            chairman of the meeting shall have no right to vote other than by
            virtue of Securities held by him or instruments in writing as
            aforesaid duly designating him as the person to vote on behalf of
            other Securityholders. Any meeting of Securityholders duly called
            pursuant to Section 8.2 may be adjourned from time to time, and the
            meeting may be held as so adjourned upon notice as set forth in
            Section 8.2. At any meeting, the presence of persons holding or
            representing Securities with respect to which such meeting is being
            held in an aggregate principal amount sufficient to take action upon
            the business for the transaction of which such meeting was called
            shall be necessary to constitute a quorum; but, if less than a
            quorum be present, the persons holding or representing a majority of
            the Securities represented at the meeting may adjourn such meeting
            with the same effect, for all intents and purposes, as though a
            quorum had been present.

                                      -64-
<PAGE>

8.5   Counting Votes and Recording Action of Meeting

      The vote upon any resolution submitted to any meeting of Securityholders
      shall be by written ballots on which shall be subscribed the signatures of
      the Securityholders or of their representatives by proxy and the serial
      numbers and principal amounts of the Securities held or represented by
      them. The permanent chairman of the meeting shall appoint two inspectors
      of votes who shall count all votes cast at the meeting for or against any
      resolution and who shall make and file with the secretary of the meeting
      their verified written reports in duplicate of all votes cast at the
      meeting. A record in duplicate of the proceedings of each meeting of
      Securityholders shall be prepared by the secretary of the meeting and
      there shall be attached to said record the original reports of the
      inspectors of votes on any vote by ballot taken thereat and affidavits by
      one or more persons having knowledge of the facts setting forth a copy of
      the notice of the meeting. The record shall show the serial numbers of the
      Securities voting in favor of or against any resolution. The record shall
      be signed and verified by the affidavits of the permanent chairman and
      secretary of the meeting and one of the duplicates shall be delivered to
      the Issuer and the other to the Trustee to be preserved by the Trustee,
      the latter to have attached thereto the ballots voted at the meeting. Any
      record so signed and verified shall be conclusive evidence of the matters
      therein stated.

9.    SUPPLEMENTAL INDENTURES

9.1   Supplemental Indenture with Consent of Securityholders

      (a)   With the consent of the Majority Securityholders, the Issuer, when
            authorized by a Board Resolution, may, and the Trustee, subject to
            Sections 9.2, 9.3 and 9.4, shall, enter into an indenture or
            indentures supplemental hereto for the purpose of amending the
            provisions of this Indenture or of modifying in any manner the
            rights of the Securityholders under this Indenture; provided,
            however, that without the consent of the Securityholder of each
            Outstanding Security affected thereby, except to the extent such
            amendment or modification is for any of the purposes set out in
            Section 9.2, no such supplemental indenture shall cause any of the
            following:

            (i)   change the time for payment of Interest on the Securities;

            (ii)  reduce the Principal Amount, the Stated Rate; the Interest or
                  the redemption price for the Securities;

            (iii) waive a redemption payment on any Security;

            (iv)  change the currency of any payment on a Security other than as
                  permitted by the Security;

            (v)   change the place of payment on a Security;

                                      -65-
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            (vi)  reduce the percentage in principal amount of the Securities,
                  the approval of whose holders is needed to change this
                  Indenture or the Securities;

            (vii) reduce the percentage in principal amount of the Securities,
                  the consent of whose holders is needed to waive the Issuer's
                  compliance with this Indenture or to waive defaults; or

            (viii) change the provisions of this Indenture dealing with
                  modification and waiver in any other respect, except to
                  increase any required percentage referred to in this Indenture
                  or to add to the provisions that cannot be changed or waived
                  without approval.

      (b)   Upon receipt by the Trustee of Board Resolutions and such other
            documentation as the Trustee may reasonably require and upon the
            filing with the Trustee of evidence of the Act of said
            Securityholders, the Trustee shall join in the execution of such
            supplemental indenture or other instrument, as the case may be,
            subject to the provisions of Sections 9.3 and 9.4.

      (c)   It shall not be necessary for any Act of Securityholders under this
            Section to approve the particular form of any proposed supplemental
            indenture, but it shall be sufficient if such Act shall approve the
            substance thereof.

      (d)   After an amendment under this Section 9.1 becomes effective, the
            Issuer will mail to the Securityholders a notice briefly describing
            such amendment. The failure to give such notice to all
            Securityholders, or any defect therein, will not impair or affect
            the validity of an amendment under this Section 9.1.

9.2   Supplemental Indentures Without Consent of Securityholders

      Notwithstanding anything to the contrary provided for in Section 9.1
      hereof (but subject to Section 9.1(a) hereof), the Issuer, when authorized
      by a Board Resolution, at any time and from time to time, may, without the
      consent of any Securityholders, enter into one or more indentures
      supplemental hereto in form satisfactory to the Trustee for any of the
      following purposes:

      (a)   in the event that, at any time the Issuer has affirmatively elected
            to qualify the Securities as Tier I Capital, and the Tier I
            Regulation does not require payments of Interest to be made out of
            Distributable Profits, to delete Section 2.7(b) of this Indenture;
            or

      (b)   to establish the form and terms of Securities permitted by Sections
            2.1 and 2.5; or

      (c)   to evidence the succession of another entity to the Issuer and the
            assumption by any such successor of the covenants of the Issuer
            herein contained, subject to compliance with Section 4.13; or

                                      -66-
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      (d)   to evidence the succession of a new Trustee hereunder pursuant to
            Section 6.9; or

      (e)   to convey, transfer and assign to the Trustee properties or assets
            to secure the Securities, and to amplify the description of any
            property at any time subject to this Indenture or the Securities or
            to assure, convey and confirm unto the Trustee any property subject
            or required to be subject to this Indenture or the Securities; or

      (f)   to modify, eliminate or add to the provisions of this Indenture to
            such extent as shall be necessary to effect or maintain its
            qualification under the Trust Indenture Act, if necessary, or under
            any similar United States federal statute hereafter enacted, and to
            add to this Indenture such other provisions as may be expressly
            permitted by the Trust Indenture Act, excluding, however, the
            provisions referred to in Section 316(a)(2) of the Trust Indenture
            Act as in effect at the date as of which this instrument was
            executed or any corresponding provision in any similar United States
            federal statute hereafter enacted; or

      (g)   to permit or facilitate the issuance of Securities in definitive
            form; or

      (h)   to cure any ambiguity, to correct or supplement any provision in
            this Indenture or the Securities that may be defective or
            inconsistent with any other provision herein, or to make any other
            provisions with respect to matters or questions arising under this
            Indenture, provided such action shall not adversely affect the
            interests of the Securityholders in any material respect; or

      (i)   to provide for the issuance of Additional Securities, which shall
            have terms substantially identical in all material respects to the
            Original Securities (except for any terms established in or pursuant
            to a Board Resolution in accordance with Section 2.1(c) or 2.2(b)),
            and which shall be treated, together with any outstanding Original
            Securities, as a single issue of securities; or

      (j)   to provide for the issuance of Exchange Securities, which shall have
            terms substantially identical in all material respects to the
            Initial Securities such Exchanged Securities have been exchanged
            for, and which shall be treated, together with any outstanding
            Initial Securities, as a single issue of securities; or

      (k)   if the Issuer has affirmatively elected to qualify the Securities as
            Tier I Capital to amend the terms of the Securities to reflect any
            term which is required in the Opinion of Counsel for the Securities
            to be treated as Tier I Capital; or

      (l)   to add to, change or eliminate any of the provisions of Article 11
            in respect of any series of Securities; provided, that any such
            action pursuant to this clause (l) shall not adversely affect the
            interests of the holders of Senior Debt in any material respect
            without the written consent of each such holder of Senior Debt.

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9.3   Execution of Supplemental Indentures

      In executing supplemental indenture permitted by this Article 9 or the
      modifications thereby of the trusts created by this Indenture, the Trustee
      shall be provided with, and (subject to Section 6.1) shall be fully
      protected in relying upon, an Officers' Certificate and an Opinion of
      Counsel stating that the execution of such supplemental indenture is
      authorized or permitted by this Indenture and all conditions precedent to
      the execution of such supplemental indenture have been met. The Trustee
      may, but shall not be obligated to, enter into any supplemental indentures
      which affect the Trustee's own rights, duties or immunities under this
      Indenture, the Securities or otherwise.

9.4   Effect of Supplemental Indentures

      Upon the execution of any supplemental indenture under this Article 9,
      this Indenture shall be modified in accordance therewith, and such
      supplemental indenture shall form a part of this Indenture for all
      purposes; and every Securityholder theretofore or thereafter authenticated
      and delivered hereunder shall be bound thereby.

9.5   Conformity with Trust Indenture Act

      Every supplemental indenture executed pursuant to this Article 9 shall
      conform to the requirements of the Trust Indenture Act as then in effect.

9.6   Reference in Securities to Supplemental Indentures

      Securities authenticated and delivered after the execution of any
      supplemental indenture pursuant to this Article 9 may, and shall if
      required by the Issuer, bear a notation in form approved by the Issuer and
      the Trustee as to any matter provided for in such supplemental indenture;
      and, in such case, suitable notation may be made upon Outstanding
      Securities after proper presentation and demand. If the Issuer shall so
      determine, new Securities so modified as to conform, in the opinion of the
      Issuer and the Trustee, to any such supplemental indenture may be prepared
      and executed by the Issuer and authenticated and delivered by the Trustee
      in exchange for Outstanding Securities.

9.7   Moody's Consent and Notification

      (a)   The Issuer and the Trustee may not enter into an indenture or
            indentures supplemental hereto for the purpose of amending the
            proviso in Section 9.1(b) without the prior written consent of
            Moody's, if Moody's is then rating the Securities.

      (b)   Any amendments to this Indenture or any terms and conditions of the
            Securities will be promptly notified in writing by the Issuer to
            Moody's, if Moody's is then rating the Securities.

                                      -68-
<PAGE>

9.8   Consent of the Central Bank of Brazil

      Notwithstanding any provision of this Article 9, the execution of any
      indenture or supplemental indenture, the amendment of any of the
      Securities pursuant to this Article 9 or the issuance of Additional
      Securities, is subject to the prior consent of the Central Bank of Brazil,
      if required.

10.   SATISFACTION AND DISCHARGE

10.1  Satisfaction and Discharge of Securities

      (a)   The Securities shall, on or prior to a Redemption Date with respect
            to the repayment of principal thereof, be deemed to have been paid
            for all purposes of this Indenture, and the entire indebtedness of
            the Issuer in respect thereof shall be deemed to have been satisfied
            and discharged, upon satisfaction of the following conditions:

            (i)   the Issuer shall have given a notice of redemption to each
                  Securityholder pursuant to Section 3.5 and all other
                  conditions to such redemption contained herein shall have been
                  met;

            (ii)  the Issuer shall have irrevocably deposited or caused to be
                  deposited with the Trustee, in trust, money in an amount which
                  shall be sufficient to pay when due all the principal of and
                  interest due and to become due on the Securities in U.S.
                  dollars for each tranche thereof to maturity or redemption, as
                  the case may be;

            (iii) if any such deposit of money shall have been made prior to the
                  Redemption Date of such Securities, the Issuer shall have
                  delivered to the Trustee an Issuer Order stating that such
                  money shall be held by the Trustee in trust;

            (iv)  the Issuer has delivered irrevocable instructions to the
                  Trustee under this Indenture to apply the deposited money
                  toward the payment of principal of and interest on the
                  Securities;

            (v)   no Payment Default shall have occurred and be continuing on
                  the date of such deposit, and such deposit will not result in
                  a breach or violation of, or constitute a default under, any
                  other instrument to which the Issuer is a party or by which
                  the Issuer is bound, or any laws or regulations to which the
                  Issuer is subject;

            (vi)  in the case of redemption of Securities, the Issuer Order with
                  respect to such redemption pursuant to Article 3 shall have
                  been given to the Trustee; and

                                      -69-
<PAGE>

            (vii) there shall have been delivered to the Trustee an Opinion of
                  Counsel to the effect that such satisfaction and discharge of
                  the indebtedness of the Issuer with respect to the Securities
                  shall not be deemed to be, or result in, a taxable event with
                  respect to the Securityholders for purposes of United States
                  federal income taxation unless the Trustee shall have received
                  documentary evidence that each Securityholder either is not
                  subject to, or is exempt from, United States federal income
                  taxation.

      (b)   Upon satisfaction of the aforesaid conditions with respect to the
            Securities, the Trustee shall, upon receipt of an Issuer Order,
            execute proper instruments acknowledging satisfaction and discharge
            of the Securities.

      (c)   In the event that Securities which shall be deemed to have been paid
            as provided in this Section 10.1 do not mature and are not to be
            redeemed within the 60-day period commencing on the date of the
            deposit with the Trustee of moneys, the Issuer shall, as promptly as
            practicable, give a notice, in accordance with Section 12.4, to such
            Securityholders (with a copy of such notice to Moody's) to the
            effect that such Securities are deemed to have been paid and the
            circumstances thereof.

      (d)   Notwithstanding the satisfaction and discharge of any Securities as
            aforesaid, the obligations of the Issuer and the Trustee in respect
            of such Securities under Sections 2.3, 2.12, 2.13, 2.14, 2.15, 2.16,
            2.17, 2.18, 2.19, 2.20, 4.12, 6.5, 6.9 and 6.12 and this Article 10
            shall survive such satisfaction and discharge.

10.2  Satisfaction and Discharge of Indenture

      (a)   This Indenture shall upon the Issuer Order cease to be of further
            effect (except as herein expressly provided), and the Trustee, at
            the expense of the Issuer, shall execute proper instruments
            acknowledging satisfaction and discharge of this Indenture, when:

            (i)   either:

                  (x)   all Securities theretofore authenticated and delivered
                        (other than (A) Securities which have been destroyed,
                        lost or stolen and which have been replaced or paid as
                        provided in Section 2.14, (B) Securities deemed to have
                        been paid in accordance with Section 10.1 and (C)
                        Securities for whose payments money has theretofore been
                        deposited in trust or segregated and held in trust by
                        the Issuer and thereafter repaid to the Issuer or
                        discharged from such trust, as provided in Section
                        4.15(g)) have been delivered to the Trustee for
                        cancellation; or

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<PAGE>

                  (y)   all Securities not theretofore delivered to the Trustee
                        for cancellation shall be deemed to have been paid in
                        accordance with Section 10.1; and

            (ii)  all other sums due and payable hereunder have been paid; and

            (iii) the Issuer has delivered to the Trustee an Officers'
                  Certificate and an Opinion of Counsel, each stating that all
                  conditions precedent herein provided for relating to the
                  satisfaction and discharge of this Indenture have been
                  complied with.

      (b)   Upon satisfaction of the aforesaid conditions, the Trustee shall,
            upon receipt of an Issuer Order, execute proper instruments
            acknowledging satisfaction and discharge of the Indenture and take
            all other action reasonably requested by the Issuer to evidence the
            termination of any and all liens created by or with respect to this
            Indenture.

      (c)   Notwithstanding the satisfaction and discharge of this Indenture as
            aforesaid, the obligations of the Issuer and the Trustee under
            Sections 2.3, 2.12, 2.13, 2.14, 2.15, 2.16, 2.17, 2.18, 2.19, 2.20,
            4.12, 6.5, 6.9 and 6.12 and this Article 10 shall survive such
            satisfaction and discharge.

      (d)   Upon satisfaction and discharge of this Indenture as provided in
            this Section 10.2, the Trustee shall assign, transfer and turn over
            to or upon the order of the Issuer, any and all money, securities
            and other property then held by the Trustee for the benefit of the
            Securityholders, other than money deposited with the Trustee
            pursuant to Section 10.1(a) or 4.12(e) and interest and other
            amounts earned or received thereon.

10.3  Application of Trust Money

      The money deposited with the Trustee pursuant to Section 10.1 shall not be
      withdrawn or used for any purpose other than, and shall be held in trust
      for and applied to (either directly or through any Paying Agent), the
      payment of the principal of and interest on the Securities or portions of
      principal amount thereof in respect of which such deposit was made.

11.   SUBORDINATION

11.1  Agreement to Subordinate

      (a)   The Issuer covenants and agrees, and each Securityholder issued
            hereunder, by such Securityholder's acceptance thereof, likewise
            covenants and agrees, that, subject to applicable law, (i)(A) the
            Securities issued hereunder shall rank pari passu with respect to
            each other without any preference among themselves and (B) the
            rights and claims of Securityholders under the Securities shall rank
            pari

                                      -71-
<PAGE>

            passu with the rights and claims of holders of the Parity Securities
            and other debt obligations expressed to be similarly subordinated as
            and, accordingly, ranking pari passu with, the rights and claims of
            Securityholders, and (ii) the rights and claims of Securityholders
            are and will be subordinated and accordingly be subject in right of
            payment to prior payment in full of all Senior Debt upon the
            Issuer's liquidation, moratorium of payments or bankruptcy or upon
            an emergency measure being declared in respect of the Issuer.

      (b)   In the event of the Issuer's liquidation or a moratorium of
            payments, bankruptcy or emergency measure being declared in respect
            of the Issuer, the payments payable on the Securities shall be an
            amount equal to the lesser of (i) the aggregate amount of all
            payments due on the Securities pursuant to the terms and conditions
            hereof and thereof without giving effect to this Section 11.1(b) and
            (ii) an amount equal to (A) the remaining assets of the Issuer after
            satisfaction of all claims which, as a matter of law, are prior to
            those of Securityholders or any Parity Security or any similarly
            subordinated debt multiplied by (B) a fraction, (x) the numerator of
            which is the aggregate amount of all payments due on the Securities
            pursuant to the terms and conditions thereof without giving effect
            to this Section 11.1(b) and (y) the denominator of which is the sum
            (without duplication) of the aggregate amount of all claims under
            the Securities, the aggregate liquidation preference of, and
            aggregate amount of all claims under any outstanding Parity
            Securities and similarly subordinated debt obligations with a
            formula or arrangement substantially similar to this Section
            11.1(b), without application of this Section 11.1(b) and the
            corresponding similar formula or arrangement.

11.2  Payment Over of Proceeds Upon Dissolution, Etc.

      (a)   In the event of (a) any insolvency or bankruptcy case or proceeding,
            or any receivership, liquidation, reorganization, moratorium of
            payments, emergency measure or other similar case or proceeding in
            connection therewith, relative to the Issuer or to its creditors, as
            such, or to its assets, or (b) any liquidation, dissolution or other
            winding up of the Issuer, whether voluntary or involuntary and
            whether or not involving insolvency or bankruptcy, or (c) any
            assignment for the benefit of creditors or any other marshalling of
            assets and liabilities of the Issuer, then and in any such event the
            holders of Senior Debt shall be entitled to receive payment in full
            of all amounts due or to become due on or in respect of all Senior
            Debt (including any interest accruing thereon after the commencement
            of any such case or proceeding), or provision shall be made for such
            payment in cash or cash equivalents or otherwise in a manner
            satisfactory to the holders of Senior Debt, before the
            Securityholders are entitled to receive any payment on account of
            principal of or Interest on the Securities, and to that end the
            holders of Senior Debt shall be entitled to receive, for application
            to the payment thereof, any payment or distribution of any kind or
            character, whether in cash, property or securities, including any
            such payment or distribution which may be payable or

                                      -72-
<PAGE>

            deliverable by reason of the payment of any other indebtedness of
            the Issuer being subordinated to the payment of the Securities,
            which may be payable or deliverable in respect of the Securities in
            any such case, proceeding, dissolution, liquidation, moratorium of
            payments, emergency measure or other winding up event.

      (b)   In the event that, notwithstanding the foregoing provisions of this
            Section, the Trustee or any Securityholder shall have received any
            payment or distribution of assets of the Issuer of any kind or
            character, whether in cash, property or securities, including any
            such payment or distribution which may be payable or deliverable by
            reason of the payment of any other indebtedness of the Issuer being
            subordinated to the payment of the Securities, before all Senior
            Debt is paid in full or payment thereof provided for, and if such
            fact shall, at or prior to the time of such payment or distribution,
            have been made known to the Trustee or, as the case may be, such
            Securityholder, then and in such event such payment or distribution
            shall be paid over or delivered forthwith to the trustee in
            bankruptcy, receiver, liquidating trustee, custodian, assignee,
            agent or other Person making payment or distribution of assets of
            the Issuer for application to the payment of all Senior Debt
            remaining unpaid, to the extent necessary to pay all Senior Debt in
            full, after giving effect to any concurrent payment or distribution
            to or for the holders of Senior Debt. Any taxes that have been
            withheld or deducted from any payment or distribution in respect of
            the Securities, or any taxes that ought to have been withheld or
            deducted from any such payment or distribution that have been
            remitted to the relevant taxing authority, shall not be considered
            to be an amount that the Trustee or the Securityholder receives for
            purposes of this Section.

      (c)   For purposes of this Article only, the words "cash, property or
            securities" shall not be deemed to include shares of stock of the
            Issuer as reorganized or readjusted, or securities of the Issuer or
            any other corporation or other entity provided for by a plan of
            reorganization or readjustment which are subordinated in right of
            payment to all Senior Debt which may at the time be outstanding to
            substantially the same extent as, or to a greater extent than, the
            Securities are so subordinated as provided in this Article. The
            consolidation of the Issuer with, or the merger of the Issuer into,
            or the conveyance, transfer or lease by the Issuer of its properties
            and assets substantially as an entirety, another Person upon the
            terms and conditions set forth in Section 4.14, or the liquidation
            or dissolution of the Issuer following any such conveyance or
            transfer, shall not be deemed a dissolution, winding up,
            liquidation, reorganization, assignment for the benefit of creditors
            or marshalling of assets and liabilities of the Issuer for the
            purposes of this Section if the Person formed by such consolidation
            or into which the Issuer is merged or the Person which acquires by
            conveyance, transfer or lease of such properties and assets
            substantially as an entirety, as the case may be, shall, as a part
            of such consolidation, merger, conveyance or transfer, comply with
            the conditions set forth in Section 4.14.

                                      -73-
<PAGE>

11.3  No Payment When Senior Debt in Default

      (a)   Unless all principal of, and any premium or interest on, Senior Debt
            has been paid in full, no payment or other distribution (including
            any payment which may be payable by reason of the payment of any
            other indebtedness of the Issuer being subordinated to the payment
            of the Securities) shall be made by the Issuer on account of
            principal of or any Interest or other amounts due and payable on the
            Securities or on account of the purchase or other acquisition of
            Securities:

            (i)   in the event of any insolvency or bankruptcy proceedings, or
                  any receivership, liquidation, reorganization, assignment for
                  creditors or other similar proceedings or events involving the
                  Issuer or the Issuer's assets; or

            (ii)  (a) in the event and during the continuation of any default in
                  the payment of principal of, premium and any interest and
                  other amounts due and payable on any Senior Debt beyond any
                  applicable grace period with respect thereto; or

                  (b) in the event that any event of default with respect to any
                  Senior Debt has occurred and is continuing beyond any
                  applicable grace period, permitting the holders of such Senior
                  Debt (or a trustee on behalf of the holders thereof) to
                  accelerate the maturity of that Senior Debt, whether or not
                  maturity is in fact accelerated

                  (unless, in the case of clause (a) or (b) of this clause (ii),
                  if the payment default or event of default shall have been
                  cured or waived or shall have ceased to exist and any related
                  acceleration shall have been rescinded or annulled, then such
                  default in payment or event of default, as the case may be,
                  shall be deemed not to have occurred for the purpose of this
                  Section) or

                  (c) in the event that any judicial proceeding is pending with
                  respect to payment default or event of default described in
                  (a) or (b) of this clause (ii).

      (b)   In the event that, notwithstanding the foregoing, the Issuer shall
            make any payment to the Trustee or any Securityholder prohibited by
            the provisions of this Section 11.3, and if such fact shall, at or
            prior to the time of such payment, have been made known to the
            Trustee or, as the case may be, such Securityholder, then such
            payment shall be repaid forthwith for the benefit of holders of the
            Senior Debt.

      (c)   No default in payment or event of default with respect to any Senior
            Debt shall be deemed to be a default in payment or event of default
            of the kind specified in subclause (ii)(a) or (ii)(b) of clause (a)
            of this Section, and no judicial proceeding

                                      -74-
<PAGE>

            with respect to any such default in payment or event of default
            shall be deemed to be a judicial proceeding of the kind specified in
            subclause (ii)(c) of clause (a) of this Section 11.3, if (x) the
            Issuer shall be disputing the occurrence or continuation of such
            default in payment or event of default, or any obligation
            purportedly giving rise to such default in payment or event of
            default, and (y) no final judgment holding that such default in
            payment or event of default has occurred and is continuing shall
            have been issued. For the purpose of this Section 11.3(c), a "final
            judgment" means a judgment that is issued by a court having
            jurisdiction over the Issuer or its property, is binding on the
            Issuer or its property, is in full force and effect and is not
            subject to judicial appeal or review (including because the time
            within which a party may seek appeal or review has expired);
            provided, that if any such judgment has been issued but is subject
            to judicial appeal or review, it shall nevertheless be deemed to be
            a final judgment unless the Issuer shall in good faith be
            prosecuting such appeal or a proceeding for such review and shall
            have obtained a stay of execution pending such appeal or review.
            Notwithstanding the foregoing, this paragraph shall not apply to any
            default in payment or event of default with respect to any Senior
            Debt as to which the Issuer has waived the application of this
            paragraph in the instrument evidencing such Senior Debt or by which
            such Senior Debt is created, incurred, assumed or guaranteed by the
            Issuer.

      (d)   The holders of Senior Debt may obtain a court order requiring the
            Issuer and any holder of a Security to comply with the provisions of
            this Indenture.

11.4  Payment Permitted in Certain Situations

      Nothing contained in this Article or elsewhere herein or in the Securities
      shall prevent (a) the Issuer, at any time except during the pendency of
      any case, proceeding, dissolution, liquidation or other winding up,
      assignment for the benefit of creditors or other marshalling of assets and
      liabilities of the Issuer referred to in Section 11.2 or under the
      conditions described in Section 11.3, from making payments at any time of
      or on account of the principal of and any Interest and other amounts due
      and payable on the Securities or on account of the purchase or other
      acquisition of the Securities, or (b) the application by the Trustee of
      any money deposited with it hereunder to the payment of or on account of
      the principal of and any Interest and other amounts due and payable on the
      Securities or the retention of such payment by the Securityholders, if, at
      the time of such application by the Trustee, it did not have knowledge
      that such payment would have been prohibited by the provisions of this
      Article.

11.5  Subrogation to Rights of Holders of Senior Debt

      Subject to the payment in full of all Senior Debt or the provision for
      such payment in cash or cash equivalents or otherwise in a manner
      satisfactory to the holders of Senior Debt, the Securityholders shall be
      subrogated to the extent of the payments or distributions made to the
      holders of such Senior Debt pursuant to the provisions of this

                                      -75-
<PAGE>

      Article (equally and ratably with the holders of indebtedness of the
      Issuer which by its express terms is subordinated to indebtedness of the
      Issuer to substantially the same extent as the Securities are subordinated
      to the Senior Debt and is entitled to like rights of subrogation) to the
      rights of the holders of such Senior Debt to receive payments and
      distributions of cash, property and securities applicable to the Senior
      Debt until the principal of and any Interest and other amounts due and
      payable on the Securities shall be paid in full. For purposes of such
      subrogation, no payments or distributions to the holders of the Senior
      Debt of any cash, property or securities to which the Securityholders or
      the Trustee would be entitled except for the provisions of this Article,
      and no payments pursuant to the provisions of this Article to the holders
      of Senior Debt by Securityholders or the Trustee, shall, as among the
      Issuer, its creditors other than holders of Senior Debt and the
      Securityholders, be deemed to be a payment or distribution by the Issuer
      to or on account of the Senior Debt.

11.6  Provisions Solely to Define Relative Rights

      The provisions of Sections 11.2 through 11.5 hereof are and are intended
      solely for the purpose of defining the relative rights of the
      Securityholders on the one hand and the holders of Senior Debt on the
      other hand. Nothing contained in this Article or elsewhere in this
      Indenture or in the Securities is intended to or shall (a) impair, as
      among the Issuer, its creditors other than holders of Senior Debt and the
      Securityholders, the obligation of the Issuer, which is absolute and
      unconditional (and which, subject to the rights under this Article of the
      holders of Senior Debt, is intended to rank equally with all other general
      obligations of the Issuer), to pay to the Securityholders the principal of
      and any Interest and other amounts due and payable on the Securities as
      and when the same shall become due and payable in accordance with their
      terms; or (b) affect the relative rights against the Issuer of the
      Securityholders and creditors of the Issuer other than the holders of
      Senior Debt; or (c) prevent the Trustee or any Securityholder from
      exercising all remedies otherwise permitted by applicable law upon default
      under this Indenture, subject to the rights, if any, under this Article of
      the holders of Senior Debt to receive cash, property and securities
      otherwise payable or deliverable to the Trustee or such Securityholder.

11.7  Trustee to Effectuate Subordination

      Each Securityholder by his acceptance thereof authorizes and directs the
      Trustee on his behalf to take such action as may be necessary or
      appropriate to effectuate the subordination provided in this Article and
      appoints the Trustee his attorney in fact for any and all such purposes.

                                      -76-
<PAGE>

11.8  No Waiver of Subordination Provisions

      No right of any present or future holder of any Senior Debt to enforce
      subordination as herein provided shall at any time in any way be
      prejudiced or impaired by any act or failure to act on the part of the
      Issuer or by any act or failure to act, in good faith, by any such holder,
      or by any non compliance by the Issuer with the terms, provisions and
      covenants of this Indenture, regardless of any knowledge thereof any such
      holder may have or be otherwise charged with.

      Without in any way limiting the generality of the foregoing paragraph, the
      holders of Senior Debt may, at any time and from time to time, without the
      consent of or notice to the Trustee or the Securityholders, without
      incurring responsibility to the Securityholders and without impairing or
      releasing the subordination provided in this Article or the obligations
      hereunder of the Securityholders to the holders of Senior Debt, do any one
      or more of the following: (i) change the manner, place or terms of payment
      or extend the time of payment of, or renew or alter, Senior Debt or
      otherwise amend or supplement in any manner Senior Debt or any instrument
      evidencing the same or any agreement under which Senior Debt is
      outstanding; (ii) sell, exchange, release or otherwise deal with any
      property pledged, mortgaged or otherwise securing Senior Debt; (iii)
      release any Person liable in any manner for the collection of Senior Debt;
      and (iv) exercise or refrain from exercising any rights against the Issuer
      and any other Person.

11.9  Notice to Trustee

      The Issuer shall give prompt written notice to the Trustee of any fact
      known to the Issuer which would prohibit the making of any payment to or
      by the Trustee in respect of the Securities. Notwithstanding the
      provisions of this Article or any other provision of this Indenture, the
      Trustee shall not be charged with knowledge of the existence of any facts
      which would prohibit the making of any payment to or by the Trustee in
      respect of the Securities, unless and until a Responsible Officer of the
      Trustee shall have received written notice thereof from the Issuer or a
      holder of Senior Debt or from any trustee therefor; and, prior to the
      receipt of any such written notice, the Trustee, subject to the provisions
      of Section 6.1, shall be entitled in all respects to assume that no such
      facts exist.

      Subject to the provisions of Section 6.1, the Trustee shall be entitled to
      conclusively rely on the delivery to it of a written notice by a Person
      representing himself to be a holder of Senior Debt (or a trustee therefor)
      to establish that such notice has been given by a holder of Senior Debt
      (or a trustee therefor). In the event that the Trustee determines in good
      faith that further evidence is required with respect to the right of any
      Person as a holder of Senior Debt to participate in any payment or
      distribution pursuant to this Article, the Trustee may request such Person
      to furnish evidence to the reasonable satisfaction of the Trustee as to
      the amount of Senior Debt held by such Person, the extent to which such
      Person is entitled to participate in such payment or distribution and any
      other facts pertinent to the rights of such Person under this Article, and
      if such evidence is not

                                      -77-
<PAGE>

      furnished, the Trustee may defer any payment to such Person pending
      judicial determination as to the right of such Person to receive such
      payment.

11.10 Reliance on Judicial Order or Certificate of Liquidating Agent

      Upon any payment or distribution of assets of the Issuer referred to in
      this Article, the Trustee, subject to the provisions of Section 6.1, and
      the Securityholders shall be entitled to rely upon any order or decree
      entered by any court of competent jurisdiction in which such insolvency,
      bankruptcy, receivership, liquidation, moratorium of payments,
      reorganization, dissolution, winding up, emergency measure or similar case
      or proceeding is pending, or a certificate of the trustee in bankruptcy,
      receiver, liquidating trustee, custodian, assignee for the benefit of
      creditors, agent or other Person making such payment or distribution,
      delivered to the Trustee or to the Securityholders, for the purpose of
      ascertaining the Persons entitled to participate in such payment or
      distribution, the holders of Senior Debt and other indebtedness of the
      Issuer, the amount thereof or payable thereon, the amount or amounts paid
      or distributed thereon and all other facts pertinent thereto or to this
      Article.

11.11 Trustee Not Fiduciary for Holders of Senior Debt

      The Trustee shall not be deemed to owe any fiduciary duty to the holders
      of Senior Debt and shall not be liable to any such holders or creditors if
      it shall in good faith pay over or distribute to Securityholders or to the
      Issuer or to any other Person cash, property or securities to which any
      holders of Senior Debt shall be entitled by virtue of this Article or
      otherwise.

11.12 Rights of Trustee as Holder of Senior Debt; Preservation of Trustee's
      Rights

      The Trustee in its individual capacity shall be entitled to all the rights
      set forth in this Article with respect to any Senior Debt which may at any
      time be held by it, to the same extent as any other holder of Senior Debt
      and nothing in this Indenture shall deprive the Trustee of any of its
      rights as such holder.

      Nothing in this Article shall apply to claims of, or payments to, the
      Trustee under or pursuant to Section 6.5.

11.13 Article Applicable to Paying Agents

      In case at any time any Paying Agent other than the Trustee shall have
      been appointed by the Issuer and be then acting hereunder, the term
      "Trustee" as used in this Article shall in such case (unless the context
      otherwise requires) be construed as extending to and including such Paying
      Agent within its meaning as fully for all intents and purposes as if such
      Paying Agent were named in this Article in addition to or in place of the
      Trustee.

                                      -78-
<PAGE>

12.   MISCELLANEOUS

12.1  Compliance Certificates and Opinions

      (a)   Upon any application or request by the Issuer to the Trustee that
            the Trustee take any action under any provision of this Indenture,
            the Issuer shall furnish to the Trustee such certificates and
            opinions as may be required under the Trust Indenture Act,
            including, where applicable, a certificate or opinion by an
            independent certified public accountant reasonably satisfactory to
            the Trustee that complies with Section 314 of the Trust Indenture
            Act. Each such certificate or opinion shall be given in the form of
            an Officers' Certificate, if to be given by an officer of the
            Issuer, or an Opinion of Counsel, if to be given by counsel, and
            shall comply with the requirements of the Trust Indenture Act and
            any other requirements set forth in this Indenture.

      (b)   Every certificate or opinion with respect to compliance with a
            condition or covenant provided for in this Indenture shall include
            in substance:

            (i)   a statement that each individual signing such certificate or
                  opinion has read such covenant or condition;

            (ii)  a brief statement as to the nature and scope of the
                  examination or investigation upon which the statements or
                  opinions contained in such certificate or opinion are based;

            (iii) a statement that, in the opinion of each such individual, such
                  examination or investigation has been made as is necessary to
                  enable such individual to express an informed opinion as to
                  whether or not such covenant or condition has been complied
                  with; and

            (iv)  a statement as to whether, in the opinion of each such
                  individual, such condition or covenant has been complied with.

      (c)   With the delivery of this Indenture, the Issuer is furnishing to the
            Trustee, and from time to time thereafter may furnish, an Officers'
            Certificate identifying and certifying the incumbency and specimen
            signatures of the Authorized Representatives. Until the Trustee
            receives a subsequent Officers' Certificate, the Trustee shall be
            entitled to conclusively rely on the last such Officers' Certificate
            delivered to it for purposes of determining the Authorized
            Representatives of the Issuer.

12.2  Form of Documents Delivered to Trustee

      (a)   In any case where several matters are required to be certified by,
            or covered by an opinion of any specified Person, it is not
            necessary that all such matters be certified by, or covered by the
            opinion of, only one such Person, or that they be so

                                      -79-
<PAGE>

            certified by only one document, but one such Person may certify or
            give an opinion with respect to some matters and one or more other
            such Persons as to other matters, and any such Person may certify or
            give an opinion as to such matters in one or several documents.

      (b)   Any certificate or opinion of an officer of the Issuer may be based,
            insofar as it relates to legal matters, upon a certificate or
            opinion of, or representations by, counsel, unless such officer
            knows, or, in the exercise of reasonable care, should know that the
            certificate or opinion or representations with respect to the
            matters upon which such Officers' Certificate or opinion is based
            are erroneous or otherwise inaccurate. Any such certificate or
            Opinion of Counsel may be based, insofar as it relates to factual
            matters, upon a certificate of, or representations by, an Authorized
            Representative of the Issuer stating that the information with
            respect to such factual matters is in the possession of the Issuer,
            unless such counsel knows, or in the exercise of reasonable care
            should know, that the certificate or representations with respect to
            such matters are erroneous.

      (c)   Any Opinion of Counsel stated to be based on the opinion of other
            counsel shall be accompanied by a copy of such other opinion.

      (d)   Where any Person is required to make, give or execute two or more
            applications, requests, consents, certificates, statements, opinions
            or other instruments under this Indenture, they may, but need not,
            be consolidated and form one instrument.

12.3  Notices, etc. to Trustee

      Any Act of Securityholders or other document required or permitted by this
      Indenture shall be deemed to have been made or given, as applicable, only
      if such notice is in writing and delivered personally, or by registered or
      certified first-class United States mail with postage prepaid and return
      receipt requested, or made, given or furnished in writing by confirmed
      telecopy or facsimile transmission, or by prepaid courier service to the
      appropriate party as set forth below:

      Trustee:          The Bank of New York Trust Company (Cayman) Limited
                        c/o The Bank of New York
                        101 Barclay Street
                        Floor 21W
                        New York, New York 10286

                        Attention: Global Finance Unit
                        Telecopier: +1 (212) 815 5802
                        Telephone: +1 (212) 815-5346

      Issuer:           Banco Bradesco S.A.
                        Grand Cayman branch

                                      -80-
<PAGE>

                        Ansbacher House (3rd Floor)
                        20 Genesis Close
                        P.O. Box 1818 GT
                        George Town
                        Grand Cayman
                        Cayman Islands
                        Attention: General Manager
                        Telecopier: +1 345 945-1200
                        Telephone: +1 345 945-1430

      With a copy to: c/o Banco Bradesco S.A.
                        International Department
                        Avenida Ipiranga, 282, 10 degrees Andar
                        01046-920 -Sao Paulo - SP
                        Attention: Executive General Manager
                        Telephone: +55 11 3235 9566
                        Telecopier: +55 11 3235 9161
                        Swift BBDEBRSPOCO

      Copies of all notices received or given by the Trustee hereunder or under
      the Securities shall be delivered concurrently with their delivery or
      promptly after their receipt, as applicable, (but in any event within one
      Business Day) hereunder to Moody's at:

                        Moody's Investors Service, Inc.
                        99 Church Street
                        New York, New York 10007
                        Attention: Latin American ABS Monitoring
                        Telephone: +1(212) 553-4309
                        Telecopier: +1 (212) 553-4392

      Any person may change its address by giving notice of such change in the
      manner set forth herein. Any notice given to a person by courier shall be
      deemed delivered upon receipt thereof (unless the party refuses to accept
      delivery, in which case the person shall be deemed to have accepted
      delivery upon presentation). Any notice given to a person by telecopy or
      facsimile transmission shall be deemed effective on the date it is
      actually sent to the intended recipient by confirmed telecopy or facsimile
      transmission to the telecopier number specified above.

12.4  Notices to Securityholders; Waiver

      (a)   Where this Indenture provides for notice to Securityholders of any
            event, such notice shall be given by the Trustee and shall be deemed
            sufficiently given (unless otherwise herein expressly provided) if
            (a) given in writing and mailed, first-class postage prepaid, to
            each Securityholder, at its address as it appears in the Security

                                      -81-
<PAGE>

            Register, not later than the latest date, if any, and not earlier
            than the earliest date, if any, prescribed for the giving of such
            notice, (b) published in English on at least one Business Day in a
            morning edition in a leading newspaper having general circulation in
            the Borough of Manhattan, The City of New York, and (c) so long as
            the Securities are listed on the Luxembourg stock exchange and the
            rules of that exchange so require, published in English in a leading
            newspaper having general circulation in Luxembourg (which is
            expected to be d'Wort) or, if such publication is not practicable,
            in another leading English language daily newspaper with general
            circulation in Europe, and, in each case, such notice to be
            published on at least one Business Day in a morning edition, whether
            or not it shall be published in Saturday, Sunday or holiday
            editions. Any notice will be deemed validly given on (i) the date of
            mailing in respect of notices given in accordance to clause (a) and
            (ii) the date of publication in the case of notices given in
            accordance with clause (b) and (if applicable) clause (c). Where
            this Indenture provides for notice, such notice may be waived in
            writing by the Person entitled to receive such notice, either before
            or after the event, and such waiver shall be the equivalent of such
            notice. Waivers of notice by Securityholders shall be filed with the
            Trustee, but such filing shall not be a condition precedent to the
            validity of any action taken in reliance upon such waiver. In the
            case of notice given by mail pursuant to clause (a), neither the
            failure to mail such notice, nor any defect in any notice so mailed,
            to any particular Securityholder shall affect the sufficiency of
            such notice with respect to other Securityholders.

      (b)   In the case of the suspension of regular mail service or by reason
            of any other cause it shall be impracticable to give such notice by
            mail pursuant to clause (a), then such notification as shall be made
            with the approval of the Trustee, in addition to notice given
            pursuant to clause (b) and (if applicable) clause (c), shall
            constitute a sufficient notification for every purpose hereunder.

12.5  Effect of Headings and Table of Contents

      The Article and Section headings herein and the Table of Contents are for
      convenience only and shall not affect the construction hereof.

12.6  Successors and Assigns

      All covenants, agreements, representations and warranties in this
      Indenture by the Trustee and the Issuer shall bind and, to the extent
      permitted hereby, shall inure to the benefit of and be enforceable by
      their respective successors and assigns, whether so expressed or not.

                                      -82-
<PAGE>

12.7  Severability Clause

      In case any provision in this Indenture or in the Securities shall be
      invalid, illegal or unenforceable, the validity, legality and
      enforceability of the remaining provisions shall not in any way be
      affected or impaired thereby.

12.8  Benefits of Indenture

      Nothing in this Indenture or in the Securities, express, or implied, shall
      give to any Person, other than the parties hereto and their successors
      hereunder, the Securityholders and the holders of Senior Debt, any benefit
      or any legal or equitable right, remedy or claim under this Indenture.

12.9  Legal Holidays

      In any case where the Redemption Date or the Interest Payment Date of any
      Security or any date on which any defaulted interest or Amount in Arrears
      is proposed to be paid, shall not be a business day at any Place of
      Payment or in the jurisdiction of any Paying Agent then (notwithstanding
      any other provision of this Indenture or such Security) payment of
      interest and/or principal need not be made at such Place of Payment or by
      such Paying Agent on such date, but may be made on the next succeeding
      business day at such Place of Payment or by such Paying Agent with the
      same force and effect as if made on the Redemption Date or the Interest
      Payment Date or on the date on which the defaulted interest is proposed to
      be paid, as the case may be, and, except as provided in any supplemental
      indenture setting forth the terms of such Security, if such payment is
      timely made, no interest shall accrue for the period from and after such
      Redemption Date or Interest Payment Date or date for the payment of
      defaulted interest, as the case may be, to the date of such payment.

12.10 Currency Rate Indemnity

      (a)   The U.S. dollar is the sole currency of account and payment for all
            sums payable by the Issuer under or in connection with each tranche
            of the Securities or this Indenture, including damages. Any amount
            received or recovered in a currency other than U.S. dollars (whether
            as a result of, or of the enforcement of, a judgment or order of a
            court of any jurisdiction, in the winding-up or dissolution of the
            Issuer or otherwise) by any Securityholder in respect of any sum
            expressed to be due to it from the Issuer will only constitute a
            discharge to the Issuer to the extent of the amount in U.S. dollars
            which the recipient is able to purchase with the amount so received
            or recovered in that other currency on the date of that receipt or
            recovery (or, if it is not practicable to make that purchase on that
            date, on the first date on which it is practicable to do so). If the
            U.S. dollar amount is less than the U.S. dollar amount expressed to
            be due to the recipient under any Security, the Issuer will
            indemnify it against any loss sustained by it as a result as set
            forth in Section 12.10(b). In any event, the Issuer will indemnify
            the recipient

                                      -83-
<PAGE>

            against the cost of making any such purchase. For the purposes of
            this Section 12.10, it will be sufficient for the Securityholder to
            certify in a satisfactory manner (indicating sources of information
            used) that it would have suffered a loss had an actual purchase of
            U.S. dollars been made with the amount so received in that other
            currency on the date of receipt or recovery (or, if a purchase of
            U.S. dollars on such date had not been practicable, on the first
            date on which it would have been practicable, it being required that
            the need for a change of date be certified in the manner mentioned
            above). The indemnities set forth in this Section 12.10 constitute
            separate and independent cause of action, shall apply irrespective
            of any indulgence granted by any Securityholder and shall continue
            in full force and effect despite any other judgment, order, claim or
            proof for a liquidated amount in respect of any sum due under any
            Security.

      (b)   The Issuer covenants and agrees that the following provisions shall
            apply to conversion of currency in the case of the Securities and
            this Indenture:

            (i)   If for the purpose of obtaining judgment in, or enforcing the
                  judgment of, any court in any country, it becomes necessary to
                  convert into a currency (the "JUDGMENT CURRENCY") an amount
                  due in any other currency (the "BASE CURRENCY"), then the
                  conversion shall be made at the rate of exchange prevailing on
                  the business day before the day on which the judgment is given
                  or the order of enforcement is made, as the case may be
                  (unless a court shall otherwise determine).

            (ii)  If there is a change in the rate of exchange prevailing
                  between the business day before the day on which the judgment
                  is given or an order of enforcement is made, as the case may
                  be (or such other date as a court shall determine), and the
                  date of receipt of the amount due, the Issuer will pay such
                  additional (or, as the case may be, such lesser) amount, if
                  any, as may be necessary so that the amount paid in the
                  judgment currency when converted at the rate of exchange
                  prevailing on the date of receipt will produce the amount in
                  the base currency originally due.

            (iii) In the event of the winding-up of the Issuer at any time while
                  any amount or damages owing under any tranche of the
                  Securities and this Indenture, or any judgment or order
                  rendered in respect thereof, shall remain outstanding, the
                  Issuer will indemnify and hold the Securityholders and the
                  Trustee harmless against any deficiency arising or resulting
                  from any variation in rates of exchange between (1) the date
                  as of which the equivalent in U.S. dollars for any tranche of
                  the amount due or contingently due under the Securities of
                  such tranche and this Indenture (other than under this clause
                  (b)(iii)) is calculated for the purposes of such winding-up
                  and (2) the final date for the filing of proofs of claim in
                  such winding-up. For the purpose of this clause (b)(iii), the
                  final date for the filing of proofs of claim in the winding-up
                  of the Issuer will be the date

                                      -84-
<PAGE>

                  fixed by the liquidator or otherwise in accordance with the
                  relevant provisions of applicable law as being the latest
                  practicable date as at which liabilities of the Issuer may be
                  ascertained for such winding-up prior to payment by the
                  liquidator or otherwise in respect thereto.

            (iv)  The obligations contained in clauses (a), (b)(i), (b)(ii) and
                  (b)(iii) of this Section 12.10 shall constitute separate and
                  independent obligations from the other Indenture obligations
                  of the Issuer, shall give rise to separate and independent
                  causes of action against the Issuer, shall apply irrespective
                  of any waiver or extension granted by any Securityholder or
                  the Trustee or either of them from time to time and shall
                  continue in full force and effect notwithstanding any judgment
                  or order or the filing of any proof of claim in the winding-up
                  of the Issuer for a liquidated sum in respect of amounts due
                  hereunder or under any such judgment or order. Any such
                  deficiency as aforesaid shall be deemed to constitute a loss
                  suffered by the holders of the Security or the Trustee, as the
                  case may be, and no proof or evidence of any actual loss shall
                  be required by the Issuer or the liquidator or otherwise or
                  any of them. In the case of subsection (b)(iii) above, the
                  amount of such deficiency shall not be deemed to be reduced by
                  any variation in rates of exchange occurring between the said
                  final date and the date of any liquidating distribution.

            (iv)  The term "RATE(s) OF EXCHANGE" shall mean the rate of exchange
                  quoted by Reuters at 10:00 a.m. (New York City time) for spot
                  purchases of the base currency with the judgment currency and
                  includes any premiums and costs of exchange payable. In this
                  Section 12.10, the term "business day" shall mean a business
                  day in the jurisdiction in which the currency conversion takes
                  place.

      (c)   All costs and taxes payable in connection with the procedures
            referred to in this Section 12.10 shall be borne by the Issuer.

      (d)   Any transfer of funds pursuant to this Section 12.10 shall be
            subject to compliance with applicable law.

12.11 Communication by Securityholders with Other Securityholders

      Securityholders may communicate pursuant to Section 312(b) of the Trust
      Indenture Act with other Securityholders with respect to their rights
      under this Indenture and the Securities. The Issuer, the Trustee, the
      Security Registrar and anyone else shall have the protection of Section
      312(c) of the Trust Indenture Act.

                                      -85-
<PAGE>

12.12 Governing Law

      This Indenture and the Securities shall be governed by, and construed in
      accordance with, the laws of the State of New York, except that the
      subordination provisions will be governed by, and construed in accordance
      with, the laws of Brazil.

12.13 Waiver of Jury Trial

      THE ISSUER AND THE TRUSTEE HEREBY IRREVOCABLY WAIVE ALL RIGHTS TO TRIAL BY
      JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT,
      TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE
      ACTIONS OF THE TRUSTEE IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR
      ENFORCEMENT HEREOF OR THEREOF.

12.14 Submission to Jurisdiction, etc.

      (a)   The Issuer and the Trustee irrevocably submit to the non-exclusive
            jurisdiction of any court of the State of New York or any United
            States federal court sitting in the Borough of Manhattan, The City
            of New York, New York, United States, and any appellate court from
            any thereof. The Issuer and the Trustee irrevocably waive, to the
            fullest extent permitted by law, any objection to any suit, action,
            or proceeding that may be brought in connection with this Indenture
            in such courts whether on the grounds of venue, residence or
            domicile or on the ground that any such suit, action or proceeding
            has been brought in an inconvenient forum. The Issuer and the
            Trustee agree that final, non-appealable judgment in any such suit,
            action or proceeding brought in such court shall be conclusive and
            binding upon the Issuer or the Trustee, as the case may be, and may
            be enforced in any court to the jurisdiction of which the Issuer or
            the Trustee is subject by a suit upon such judgment, as the case may
            be; provided, that service of process is effected upon the Issuer or
            the Trustee in the manner provided by this Indenture.

      (b)   The Issuer hereby irrevocably appoints and empowers the New York
            branch of Banco Bradesco S.A., located at 450 Park Avenue, 32nd/33rd
            Floor, New York, New York 10022 as its authorized agent, and the
            Trustee hereby irrevocably appoints and empowers The Bank of New
            York, located at 15 Broad Street, Floor 26, New York, New York 10286
            (Corporate Trust Department) as its authorized agent, (each a
            "PROCESS AGENT") to accept and acknowledge for and on their behalf,
            and on behalf of their property, service of any and all legal
            process, summons, notices and documents which may be served in any
            such suit, action or proceeding in any New York State court or
            United States federal court sitting in the State of New York in the
            Borough of Manhattan and any appellate court from any thereof, which
            service may be made on such designee, appointee and agent in
            accordance with legal procedures prescribed for such courts. The
            Issuer and the Trustee will take any and all action necessary to
            continue such designation in full

                                      -86-
<PAGE>

            force and effect and to advise the Issuer or the Trustee, as
            applicable, of any change of address of such Process Agent; should
            such Process Agent become unavailable for this purpose for any
            reason, the Issuer or the Trustee, as applicable, will promptly and
            irrevocably designate a new Process Agent within New York, New York,
            which will agree to act as such, with the powers and for the
            purposes specified in this subsection (b). The Issuer irrevocably
            consents and agrees to the service of any and all legal process,
            summons, notices and documents out of any of the aforesaid courts in
            any such action, suit or proceeding by hand delivery to it at its
            address set forth in Section 12.3 or to any other address of which
            it shall have given notice pursuant to Section 12.3 or to its
            Process Agent. Service upon the Issuer or the Trustee or a Process
            Agent as provided for herein will, to the fullest extent permitted
            by law, constitute valid and effective personal service upon it and
            the failure of any Process Agent to give any notice of such service
            to the Issuer or the Trustee, as applicable, shall not impair or
            affect in any way the validity of such service or any judgment
            rendered in any action or proceeding based thereon.

12.15 Execution in Counterparts

      This Indenture may be executed in any number of counterparts, each of
      which when so executed shall be deemed to be an original, but all such
      counterparts shall together constitute but one and the same instrument.

                                      -87-
<PAGE>

IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed
by their respective officers thereunto duly authorized as of the day and year
first above written.

                               BANCO BRADESCO S.A.
                               ACTING THROUGH ITS GRAND CAYMAN BRANCH

                               By: /s/ JOSE GUILHERME LEMBI DE FARIA
                               Title: Diretor Gerente

                               THE BANK OF NEW YORK TRUST
                               COMPANY (CAYMAN) LIMITED,
                               AS TRUSTEE, SECURITY REGISTRAR AND PAYING AGENT

                               By: /s/ STANISLAV PERTSEV
                               Title: Assistant Treasurer

                               WITNESSES:

                                      -88-
<PAGE>

GRAND CAYMAN

CAYMAN ISLANDS

BRITISH WEST INDIES

            On this 3rd day of June, 2005 before me, a notary public within and
for said county, personally appeared Stanislav Pertsev to me personally known
who being duly sworn, did say that he is a Director of The Bank of New York
Trust Company (Cayman) Limited, one of the persons described in and which
executed the foregoing instrument, and acknowledges said instrument to be the
free act and deed of said persons.

By: /s/ VANESSA MACK
Title: NOTARY PUBLIC, STATE OF NEW YORK
       No. 01MA6030711
       Qualified in Kings County
       Commission Expires September 20, 2005
       Certificate Filed in NY County

[NOTARIAL SEAL]

                                      -89-
<PAGE>

                                                                    EXHIBIT A(1)

                       FORM OF RESTRICTED GLOBAL SECURITY

      THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY
STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.

      THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT
IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT) PURCHASING THIS SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
OF ONE OR MORE QUALIFIED INSTITUTIONAL BUYERS; (2) AGREES TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION
TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE
HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS
THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO
THE ISSUER OR ANY AFFILIATE THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT
THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS
THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT
REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER", THAT PURCHASES FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE
IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, IN A
PRINCIPAL AMOUNT OF NOT LESS THAN U.S. DOLLAR 100,000, (D) PURSUANT TO OFFERS
AND SALES THAT OCCUR OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 903 OR
904 UNDER REGULATION S UNDER THE SECURITIES ACT, (E) PURSUANT TO ANOTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN
EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE
UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION; AND (3) AGREES THAT IT WILL
DELIVER TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS RESTRICTIVE LEGEND. THIS LEGEND WILL BE
REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION
DATE.

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW
YORK, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY

                                     A(1)-1
<PAGE>

CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

      TRANSFERS OF THIS SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT
IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S
NOMINEE, AND TRANSFERS OF PORTIONS OF THIS SECURITY SHALL BE LIMITED TO
TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE
REFERRED TO IN THIS SECURITY.

                                     A(1)-2
<PAGE>

                              BANCO BRADESCO S.A.,
                     ACTING THROUGH ITS GRAND CAYMAN BRANCH

         8.875% Perpetual Non-cumulative Junior Subordinated Securities

                           GLOBAL REGISTERED SECURITY

No. R-l
CUSIP No.: 05946NAE5
ISIN No.: US05946NAE58

                                             Initial Principal Amount: U.S.$[.]
                                             Initial Issuance Date: June 3, 2005

This Security is one of a duly authorized issue of Securities of Banco Bradesco
S.A., a company incorporated under the laws of the Federative Republic of
Brazil, acting through its Grand Cayman branch (the "ISSUER"), designated as its
8.875% Perpetual Non-cumulative Junior Subordinated Securities (the
"SECURITIES"), issued in an initial aggregate principal amount of
U.S.$300,000,000 under an indenture (the "INDENTURE") dated as of June 3, 2005
between the Issuer and The Bank of New York Trust Company (Cayman) Limited as
Trustee (the "TRUSTEE", which term includes any successor trustee under the
Indenture), to which Indenture reference is hereby made for a statement of the
respective rights, limitations of rights, duties, obligations and immunities
thereunder of the Issuer, the Trustee and the Securityholders, and of the terms
upon which the Securities are, and are to be, authenticated and delivered. All
terms used in this Security which are defined in the Indenture and not otherwise
defined herein shall have the meanings assigned to them in the Indenture.

The Securities include the Initial Securities and the Exchange Securities issued
in exchange for the Initial Securities in accordance with the Registration
Rights Agreement. The Initial Securities and the Exchange Securities are treated
as a single class of securities under the Indenture.

The Issuer, for value received, hereby promises to pay to Cede & Co. or its
registered assigns, as nominee of The Depository Trust Company ("DTC") and the
holder of record of this Security (the "HOLDER" or "SECURITYHOLDER"), the
principal amount specified herein in U.S. dollars on any Redemption Date upon
surrender hereof at the office or agency of the Trustee referred to below;
provided, however, if the Issuer has provided the certificate required to be
presented under Section 3.5 of the Indenture, the principal amount of the
Securities shall be due as provided in the Indenture.

The Issuer promises to pay Interest on the outstanding principal amount hereof
from and including June 3, 2005, or from the most recent Payment Date to which
interest has been paid or duly provided for, quarterly on March 3, June 3,
September 3 and December 3 of each year, commencing on September 3, 2005, (each
an "INTEREST PAYMENT DATE"), at a rate equal to 8.875% per annum; provided, that
(i) interest on the then outstanding principal amount hereof

                                     A(1)-3
<PAGE>

after any Redemption Date and (ii) interest on any overdue interest, shall
accrue (to the extent lawful) at the rate of Interest per annum applicable to
the Securities; provided, further, that the Issuer may suspend the payment of
interest under the circumstances described in Section 2.8 of the Indenture.
Interest payable, and punctually paid or duly provided for, on this Security on
any Interest Payment Date will, as provided in the Indenture, be paid in U.S.
dollars to the Person in whose name this Security (or one or more predecessor
Securities) is registered at the close of business on the relevant Record Date
for such interest payment.

Principal or interest on any Security that is payable on any Interest Payment
Date or Redemption Date as provided herein shall be paid to the Person in whose
name that Security (or one or more Predecessor Securities) is registered at the
close of business, New York City time, on the Record Date for such payment.
Payment of principal of and interest on the Securities shall be made at the
Place of Payment (or, if such office is not in The City of New York, at either
such office or an office to be maintained in such City) as provided herein.
Payments in respect of Global Securities will be made by wire transfer of
immediately available funds to DTC. Subject to Section 12.9 of the Indenture, in
the event the date for any payment of the principal of or interest on any
Security is not a Business Day, then payment will be made on the next Business
Day with the same force and effect as if made on the nominal date of any such
date for such payment and no additional interest will accrue on such payment as
a result of such payment being made on the next succeeding Business Day.
Interest accrued with respect to this Security shall be calculated based on a
360-day year of twelve 30-day months.

This Security does not purport to summarize the Indenture and reference is made
to the Indenture for information with respect to interests, rights, benefits,
obligations, proceeds, and duties evidenced hereby.

The Securities are subject to redemption by the Issuer on the terms and
conditions specified in the Indenture.

If a Payment Default shall occur and be continuing, holders shall be entitled to
the rights and remedies provided in the Indenture.

Modifications of the Indenture may be made by the Issuer and the Trustee only to
the extent and in the circumstances permitted by the Indenture.

The Securities shall be issued only in fully registered form, without coupons.
Subject to Section 2.2(b) of the Indenture, Securities sold pursuant to Rule
144A shall be issued in the form of a beneficial interest in one or more global
securities in denominations of U.S.$2,000 and integral multiples of U.S.$1,000
in excess thereof.

Prior to and at the time of due presentment of this Security for registration of
transfer, the Issuer, the Trustee, the Security Registrar and any agent of the
Issuer, the Security Registrar or the Trustee may treat the Person in whose name
this Security is registered as the owner hereof for all purposes, whether or not
this Security is overdue, and neither the Issuer, the Trustee, the Security
Registrar nor any agent thereof shall be affected by notice to the contrary.

                                     A(1)-4
<PAGE>

Unless the certificate of authentication hereon has been duly executed by the
Authenticating Agent by manual signature, this Security shall not be entitled to
any benefit under the Indenture, or be valid or obligatory for any purpose.

THIS SECURITY SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS
OF THE STATE OF NEW YORK, EXCEPT THAT THE SUBORDINATION PROVISIONS WILL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF BRAZIL.

                                     A(1)-5
<PAGE>

IN WITNESS WHEREOF, the Issuer has caused this Security to be duly executed.

                                      BANCO BRADESCO S.A.
                                      ACTING THROUGH ITS GRAND CAYMAN BRANCH

                                      By:_______________________________________
                                         Name:
                                         Title:

                                     A(1)-6
<PAGE>

                          CERTIFICATE OF AUTHENTICATION

  This is one of the Securities referred to in the within-mentioned Indenture.

                                            THE BANK OF NEW YORK TRUST
                                            COMPANY (CAYMAN) LIMITED,
                                            as Trustee

                                            By:_________________________________
                                                      Authorized Signatory

                                            Date:

                                     A(1)-7
<PAGE>

                       SCHEDULE OF TRANSFERS AND EXCHANGES

<TABLE>
<CAPTION>
                                Aggregate                                 Authorized signature
                           principal amount of       Current principal       by or on behalf
       Date of          Securities transferred or      amount of this        of the Security
transfer or exchange            exchanged                 Security              Registrar
--------------------    -------------------------    -----------------    --------------------
<S>                     <C>                          <C>                  <C>

</TABLE>

                                     A(1)-8
<PAGE>

                                 ASSIGNMENT FORM

      To assign this Security, fill in the form below: For value received, (I)
      or (we) hereby sell, assign and transfer this Security to

________________________________________________________________________________
                  (Insert Assignee's Soc. Sec. or Tax I.D. no.)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
              (Print or Type Assignee's Name, Address and Zip Code)

and irrevocably appoint ________________________________________________________
Attorney to transfer this Security on the books of the Security Registrar with
full power of substitution in the premises.

________________________________________________________________________________

Date:____________________

                                     Your Signature_____________________________
                                      (Sign exactly as your name appears on the
                                      face of this Security)

                                     A(1)-9
<PAGE>

                                                                    EXHIBIT A(2)

                      FORM OF REGULATION S GLOBAL SECURITY

            THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE OR OTHER JURISDICTION, AND, ACCORDINGLY, MAY NOT BE OFFERED OR
SOLD WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF U.S.
PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION
HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS NOT A U.S. PERSON, IS NOT ACQUIRING
THIS SECURITY FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON AND IS ACQUIRING THIS
SECURITY IN AN OFFSHORE TRANSACTION, (2) BY ITS ACCEPTANCE HEREOF, AGREES TO
OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, ONLY (A) TO THE ISSUER OR ANY
AFFILIATE THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN
DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES
ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE
144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER"
AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF
A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A IN A TRANSACTION MEETING THE REQUIREMENTS OF
RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES
IN COMPLIANCE WITH RULE 903 OR 904 UNDER REGULATION S UNDER THE SECURITIES ACT,
OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL
APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTION AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO
WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
RESTRICTIVE LEGEND. THIS LEGEND WILL BE REMOVED AFTER 40 CONSECUTIVE DAYS
BEGINNING ON AND INCLUDING THE LATER OF (A) THE DAY ON WHICH THE SECURITIES ARE
OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN REGULATION S) AND (B)
THE DATE OF THE CLOSING OF THE ORIGINAL OFFERING. AS USED HEREIN, THE TERMS
"OFFSHORE TRANSACTION", "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS
GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW
YORK, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY

                                     A(2)-1
<PAGE>

CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

            TRANSFERS OF THIS SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE,
BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE, AND TRANSFERS OF PORTIONS OF THIS SECURITY SHALL BE LIMITED
TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE
REFERRED TO IN THIS SECURITY.

                                     A(2)-2
<PAGE>

                              BANCO BRADESCO S.A.,
                     ACTING THROUGH ITS GRAND CAYMAN BRANCH

         8.875% Perpetual Non-cumulative Junior Subordinated Securities

                           GLOBAL REGISTERED SECURITY

No. U-l
CUSIP No.: G0732RAB4
ISIN No.: USG0732RAB45

                                             Initial Principal Amount: U.S.$[.]
                                             Initial Issuance Date: June 3, 2005

This Security is one of a duly authorized issue of Securities of Banco Bradesco
S.A., a company incorporated under the laws of the Federative Republic of
Brazil, acting through its Grand Cayman branch (the "ISSUER"), designated as its
8.875% Perpetual Non-cumulative Junior Subordinated Securities(the
"SECURITIES"), issued in an initial aggregate principal amount of
U.S.$300,000,000 under an indenture (the "INDENTURE") dated as of June 3, 2005
between the Issuer and The Bank of New York Trust Company (Cayman) Limited as
Trustee (the "TRUSTEE", which term includes any successor trustee under the
Indenture), to which Indenture reference is hereby made for a statement of the
respective rights, limitations of rights, duties, obligations and immunities
thereunder of the Issuer, the Trustee and the Securityholders, and of the terms
upon which the Securities are, and are to be, authenticated and delivered. All
terms used in this Security which are defined in the Indenture and not otherwise
defined herein shall have the meanings assigned to them in the Indenture.

The Securities include the Initial Securities and the Exchange Securities issued
in exchange for the Initial Securities in accordance with the Registration
Rights Agreement. The Initial Securities and the Exchange Securities are treated
as a single class of securities under the Indenture.

The Issuer, for value received, hereby promises to pay to The Bank of New York
Depositary (Nominees) Limited or its registered assigns, as nominee of The
Depository Trust Company ("DTC") and the holder of record of this Security (the
"HOLDER" or "SECURITYHOLDER"), the principal amount specified herein in U.S.
dollars on any Redemption Date upon surrender hereof at the office or agency of
the Trustee referred to below.

The Issuer promises to pay Interest on the Outstanding principal amount hereof
from and including June 3, 2005, or from the most recent Payment Date to which
interest has been paid or duly provided for, quarterly on March 3, June 3,
September 3 and December 3 of each year, commencing on September 3, 2005, (each
an "INTEREST PAYMENT DATE"), at a rate equal to 8.875% per annum; provided, that
(i) interest on the then outstanding principal amount hereof after any
Redemption Date and (ii) interest on any overdue interest, shall accrue (to the
extent lawful) at the rate of Interest per annum applicable to the Securities;
provided, further, that the

                                     A(2)-3
<PAGE>

Issuer may suspend the payment of Interest under the circumstances described in
Section 2.8 of the Indenture. Interest payable, and punctually paid or duly
provided for, on this Security on any Interest Payment Date will, as provided in
the Indenture, be paid in U.S. dollars to the Person in whose name this Security
(or one or more predecessor Securities) is registered at the close of business
on the relevant Record Date for such interest payment.

Principal or Interest on any Security that is payable on any Interest Payment
Date or Redemption Date as provided herein shall be paid to the Person in whose
name that Security (or one or more Predecessor Securities) is registered at the
close of business, New York City time, on the Record Date for such payment.
Payment of principal of and interest on the Securities shall be made at the
Place of Payment (or, if such office is not in The City of New York, at either
such office or an office to be maintained in such City) as provided herein.
Payments in respect of Global Securities will be made by wire transfer of
immediately available funds to DTC. Subject to Section 12.9 of the Indenture, in
the event the date for any payment of the principal of or interest on any
Security is not a Business Day, then payment will be made on the next Business
Day with the same force and effect as if made on the nominal date of any such
date for such payment and no additional interest will accrue on such payment as
a result of such payment being made on the next succeeding Business Day.
Interest accrued with respect to this Security shall be calculated based on a
360-day year of twelve 30-day months.

This Security does not purport to summarize the Indenture and reference is made
to the Indenture for information with respect to interests, rights, benefits,
obligations, proceeds, and duties evidenced hereby.

The Securities are subject to redemption by the Issuer on the terms and
conditions specified in the Indenture.

If a Payment Default shall occur and be continuing, holders shall be entitled to
the rights and remedies provided in the Indenture.

Modifications of the Indenture may be made by the Issuer and the Trustee only to
the extent and in the circumstances permitted by the Indenture.

The Securities shall be issued only in fully registered form, without coupons.
Subject to Section 2.2(b) of the Indenture, Securities sold pursuant to
Regulation S shall be issued in the form of beneficial interests in one or more
global securities in denominations of U.S.$2,000 and integral multiples of
U.S.$1,000 in excess thereof.

Prior to and at the time of due presentment of this Security for registration of
transfer, the Issuer, the Trustee, the Security Registrar and any agent of the
Issuer, the Security Registrar or the Trustee may treat the Person in whose name
this Security is registered as the owner hereof for all purposes, whether or not
this Security is overdue, and neither the Issuer, the Trustee, the Security
Registrar nor any agent thereof shall be affected by notice to the contrary.

                                     A(2)-4
<PAGE>

Unless the certificate of authentication hereon has been duly executed by the
Authenticating Agent by manual signature, this Security shall not be entitled to
any benefit under the Indenture, or be valid or obligatory for any purpose.

THIS SECURITY SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS
OF THE STATE OF NEW YORK, EXCEPT THAT THE SUBORDINATION PROVISIONS WILL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF BRAZIL.

                                     A(2)-5
<PAGE>

IN WITNESS WHEREOF, the Issuer has caused this Security to be duly executed.

                                      BANCO BRADESCO S.A.
                                      ACTING THROUGH ITS GRAND CAYMAN BRANCH

                                      By:_______________________________________
                                         Name:
                                         Title:

                                     A(2)-6
<PAGE>

                          CERTIFICATE OF AUTHENTICATION

  This is one of the Securities referred to in the within-mentioned Indenture.

                                           THE BANK OF NEW YORK TRUST
                                           COMPANY (CAYMAN) LIMITED,
                                           as Trustee

                                           By:__________________________________
                                                       Authorized Signatory

                                           Date:

                                     A(2)-7
<PAGE>

                       SCHEDULE OF TRANSFERS AND EXCHANGES

<TABLE>
<CAPTION>
                                Aggregate                                Authorized signature
                           principal amount of      Current principal       by or on behalf
       Date of          Securities transferred or     amount of this        of the Security
transfer or exchange            exchanged                Security              Registrar
--------------------    -------------------------   -----------------    --------------------
<S>                     <C>                         <C>                  <C>

</TABLE>

                                     A(2)-8
<PAGE>

                                 ASSIGNMENT FORM

      To assign this Security, fill in the form below: For value received, (I)
      or (we) hereby sell, assign and transfer this Security to

________________________________________________________________________________
                  (Insert Assignee's Soc. Sec. or Tax I.D. no.)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
              (Print or Type Assignee's Name, Address and Zip Code)

and irrevocably appoint ________________________________________________________
Attorney to transfer this Security on the books of the Security Registrar with
full power of substitution in the premises.

________________________________________________________________________________

Date:______________________

                                  Your Signature:_______________________________
                                    (Sign exactly as your name appears on the
                                    face of this Security)

                                     A(2)-9
<PAGE>

                                                                    EXHIBIT A(3)

                            FORM OF EXCHANGE SECURITY

                               BANCO BRADESCO S.A.
                     ACTING THROUGH ITS GRAND CAYMAN BRANCH

         8.875% PERPETUAL NON-CUMULATIVE JUNIOR SUBORDINATED SECURITIES

                           GLOBAL REGISTERED SECURITY

No. [.]
CUSIP No.: [.]
ISIN No.: [.]

                                             Initial Principal Amount: U.S.$[.]
                                             Initial Issuance Date: June 3, 2005

This Security is one of a duly authorized issue of Securities of Banco Bradesco
S.A., a company incorporated under the laws of the Federative Republic of
Brazil, acting through its Grand Cayman branch (the "ISSUER"), designated as its
8.875% Perpetual Non-cumulative Junior Subordinated Securities (the
"SECURITIES"), issued in an initial aggregate principal amount of
U.S.$300,000,000 under an indenture (the "INDENTURE") dated as of June 3, 2005
between the Issuer and The Bank of New York Trust Company (Cayman) Limited as
Trustee (the "TRUSTEE", which term includes any successor trustee under the
Indenture), to which Indenture reference is hereby made for a statement of the
respective rights, limitations of rights, duties, obligations and immunities
thereunder of the Issuer, the Trustee and the Securityholders, and of the terms
upon which the Securities are, and are to be, authenticated and delivered. All
terms used in this Security which are defined in the Indenture and not otherwise
defined herein shall have the meanings assigned to them in the Indenture.

The Securities include the Initial Securities and the Exchange Securities issued
in exchange for the Initial Securities in accordance with the Registration
Rights Agreement. The Initial Securities and the Exchange Securities are treated
as a single class of securities under the Indenture.

The Issuer, for value received, hereby promises to pay to Cede & Co. or its
registered assigns, as nominee of The Depository Trust Company ("DTC") and the
holder of record of this Security (the "HOLDER" or "SECURITYHOLDER"), the
principal amount specified herein in U.S. dollars on any Redemption Date upon
surrender hereof at the office or agency of the Trustee referred to below;
provided, however, if the Issuer has provided the certificate required to be
presented under Section 2.6 of the Indenture, the principal amount of the
Securities shall be due as provided in the Indenture.

                                     A(3)-1
<PAGE>

The Issuer promises to pay Interest on the outstanding principal amount hereof
from and including June 3, 2005, or from the most recent Payment Date to which
Interest has been paid or duly provided for, quarterly on March 3, June 3,
September 3 and December 3 of each year, commencing on September 3, 2005 (each
an "INTEREST PAYMENT DATE"), at a rate equal to 8.875% per annum; provided, that
(i) Interest on the then outstanding principal amount hereof after any
Redemption Date and (ii) Interest on any overdue Interest, shall accrue (to the
extent lawful) at the rate of Interest per annum applicable to the Securities;
provided, further, that the Issuer may suspend the payment of Interest under the
circumstances described in Section 2.8 of the Indenture. Interest payable, and
punctually paid or duly provided for, on this Security on any Interest Payment
Date will, as provided in the Indenture, be paid in U.S. dollars to the Person
in whose name this Security (or one or more predecessor Securities) is
registered at the close of business on the relevant Record Date for such
interest payment.

Principal or interest on any Security that is payable on any Interest Payment
Date or Redemption Date as provided herein shall be paid to the Person in whose
name that Security (or one or more Predecessor Securities) is registered at the
close of business, New York City time, on the Record Date for such payment.
Payment of principal of and interest on the Securities shall be made at the
Place of Payment (or, if such office is not in The City of New York, at either
such office or an office to be maintained in such City) as provided herein.
Subject to Section 12.9 of the Indenture, in the event the date for any payment
of the principal of or interest on any Security is not a Business Day, then
payment will be made on the next Business Day with the same force and effect as
if made on the nominal date of any such date for such payment and no additional
interest will accrue on such payment as a result of such payment being made on
the next succeeding Business Day. Interest accrued with respect to this Security
shall be calculated based on a 360-day year of twelve 30-day months.

This Security does not purport to summarize the Indenture and reference is made
to the Indenture for information with respect to interests, rights, benefits,
obligations, proceeds, and duties evidenced hereby.

The Securities are subject to redemption by the Issuer on the terms and
conditions specified in the Indenture.

If a Payment Default shall occur and be continuing, holders shall be entitled to
the rights and remedies provided in the Indenture.

Modifications of the Indenture may be made by the Issuer and the Trustee only to
the extent and in the circumstances permitted by the Indenture.

The Securities shall be issued only in fully registered form, without coupons.
Subject to Section 2.2(b) of the Indenture, Exchange Securities shall be issued
in the form of beneficial interests in one or more global securities in
denominations of U.S.$2,000 and integral multiples of $1,000 in excess thereof.

                                     A(3)-2
<PAGE>

Prior to and at the time of due presentment of this Security for registration of
transfer, the Issuer, the Trustee, the Security Registrar and any agent of the
Issuer, the Security Registrar or the Trustee may treat the Person in whose name
this Security is registered as the owner hereof for all purposes, whether or not
this Security is overdue, and neither the Issuer, the Trustee, the Security
Registrar nor any agent thereof shall be affected by notice to the contrary.

Unless the certificate of authentication hereon has been duly executed by the
Authenticating Agent by manual signature, this Security shall not be entitled to
any benefit under the Indenture, or be valid or obligatory for any purpose.

THIS SECURITY SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS
OF THE STATE OF NEW YORK, EXCEPT THAT THE SUBORDINATION PROVISIONS WILL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF BRAZIL.

                                     A(3)-3
<PAGE>

IN WITNESS WHEREOF, the Issuer has caused this Security to be duly executed.

                                    BANCO BRADESCO S.A.
                                    ACTING THROUGH ITS GRAND CAYMAN BRANCH

                                    By:_________________________________________
                                       Name:
                                       Title:

                                     A(3)-4
<PAGE>

                          CERTIFICATE OF AUTHENTICATION

  This is one of the Securities referred to in the within-mentioned Indenture.

                                           THE BANK OF NEW YORK TRUST
                                           COMPANY (CAYMAN) LIMITED,
                                           as Trustee

                                           By:__________________________________
                                                     Authorized Signatory

                                           Date:

                                     A(3)-5
<PAGE>

                       SCHEDULE OF TRANSFERS AND EXCHANGES

<TABLE>
<CAPTION>
                                Aggregate                                 Authorized signature
                           principal amount of       Current principal       by or on behalf
       Date of          Securities transferred or      amount of this        of the Security
transfer or exchange            exchanged                 Security              Registrar
--------------------    -------------------------    -----------------    --------------------
<S>                     <C>                          <C>                  <C>

</TABLE>

                                     A(3)-6
<PAGE>

                                 ASSIGNMENT FORM

      To assign this Security, fill in the form below: For value received, (I)
      or (we) hereby sell, assign and transfer this Security to

________________________________________________________________________________
                  (Insert Assignee's Soc. Sec. or Tax I.D. no.)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
              (Print or Type Assignee's Name, Address and Zip Code)

and irrevocably appoint ________________________________________________________
Attorney to transfer this Security on the books of the Security Registrar with
full power of substitution in the premises.

________________________________________________________________________________

Date:_______________________

                                   Your Signature_______________________________
                                     (Sign exactly as your name appears on the
                                     face of this Security)

                                     A(3)-7
<PAGE>

                                                                       EXHIBIT B

                    FORM OF AUTHENTICATION AND DELIVERY ORDER

The Bank of New York Trust Company (Cayman) Limited
as Trustee
c/o The Bank of New York
101 Barclay Street
Floor 21W
New York, NY 10286
Attention: Global Finance Unit

Ladies and Gentlemen:

Pursuant to Section 2.3 of the Indenture dated as of June 3, 2005 (the
"INDENTURE") by and among Banco Bradesco S.A., acting through its Grand Cayman
branch (the "ISSUER") and The Bank of New York Trust Company (Cayman) Limited,
as Trustee, you are hereby ordered in your capacity as such to authenticate
U.S.$300,000,000 in principal amount of the Issuer's 8.875% Perpetual
Non-cumulative Junior Subordinated Securities, in the manner provided in the
Indenture, in global form in the amount of [specify amount in U.S. dollars] [in
respect of the Restricted Global Security] [and] [specify amount in U.S.
dollars] in respect of the Regulation S Global Security] heretofore duly
executed by the proper Authorized Officer of the Issuer and delivered to you as
provided in the Indenture and to hold the Restricted Global Securities in your
capacity as custodian for The Depository Trust Company.

                                      BANCO BRADESCO S.A.
                                      ACTING THROUGH ITS GRAND CAYMAN BRANCH

                                      By:_______________________________________
                                         Name:
                                         Title:

                                      B-1
<PAGE>

                                                                       EXHIBIT C

                        FORM OF REGULATION S CERTIFICATE

                 (For transfers pursuant to Section 2.13(e)(i),
                        (iii) and (iv) of the Indenture)

To:   The Bank of New York Trust Company (Cayman) Limited as Security Registrar

Re:   8.875% PERPETUAL NON-CUMULATIVE JUNIOR SUBORDINATED SECURITIES OF BANCO
      BRADESCO S.A., ACTING THROUGH ITS GRAND CAYMAN BRANCH (THE "SECURITIES")

Reference is made to the Indenture, dated as of June 3, 2005, (the "INDENTURE"),
between Banco Bradesco S.A., acting through its Grand Cayman branch (the
"ISSUER") and The Bank of New York Trust Company (Cayman) Limited, as trustee.
Terms used herein and defined in the Indenture or in Regulation S under the U.S.
Securities Act of 1933, as amended (the "SECURITIES ACT") are used herein as so
defined.

This certificate relates to U.S.$[.] principal amount of Securities, which are
evidenced by the following certificate(s) (the "SPECIFIED SECURITIES"):

      CUSIP No(s). G0732RAB4

      CERTIFICATE No(s). U-1

The person in whose name this certificate is executed below (the "UNDERSIGNED")
hereby certifies that either (i) it is the sole beneficial owner of the
Specified Securities or (ii) it is acting on behalf of all the beneficial owners
of the Specified Securities and is duly authorized by them to do so. Such
beneficial owner or owners are referred to herein collectively as the "OWNER."
If the Specified Securities are represented by a Global Security, they are held
through DTC or an Agent Member in the name of the undersigned, as or on behalf
of the Owner. If the Specified Securities are not represented by a Global
Security, they are registered in the name of the undersigned, as or on behalf of
the Owner.

The Owner has requested that the Specified Securities be transferred to a person
(the "TRANSFEREE") who will take delivery in the form of a Regulation S
Security. In connection with such transfer, the Owner hereby certifies that,
unless the Specified Securities are being transferred to the Issuer or such
transfer is being effected pursuant to an effective registration statement under
the Securities Act, it is being effected in accordance with Rule 903 or 904 or
Rule 144 under the Securities Act and with all applicable securities laws of the
states of the United States and other jurisdictions. Accordingly, the Owner
hereby further certifies as follows:

1.    RULE 903 OR 904 TRANSFERS. If the transfer is being effected in accordance
      with Rule 903 or 904:

                                      C-1
<PAGE>

      (a)   if the transfer is being effected in accordance with Rule 904, the
            Owner is not a distributor of the Securities, an affiliate of the
            Issuer, an affiliate of any distributor of the Securities or a
            person acting on behalf of any of the foregoing;

      (b)   the offer of the Specified Securities was not made to a person in
            the United States;

      (c)   either:

            (i)   at the time the buy order was originated, the Transferee was
                  outside the United States or the Owner and any person acting
                  on its behalf reasonably believed that the Transferee was
                  outside the United States (within the meaning of Regulation
                  S), or

            (ii)  the transaction is being executed in, on or through the
                  facilities of a designated offshore securities market (within
                  the meaning of Regulation S) and neither the Owner nor any
                  person acting on its behalf knows that the transaction has
                  been prearranged with a buyer in the United States;

      (d)   no directed selling efforts have been made in the United States by
            the Owner, any affiliate or any person acting on their behalf;

      (e)   if the transfer is being effected in accordance with Rule 903, the
            requirements of Rule 903(b)(2) have been satisfied;

      (f)   if the transfer is being effected in accordance with Rule 904 and if
            the Owner is a dealer in Securities or has received a selling
            concession, fee or other remuneration in respect of the Specified
            Securities, and the transfer is to occur during the Distribution
            Compliance Period, then the requirements of Rule 904(b)(1) have been
            satisfied;

      (g)   if the transfer is being effected in accordance with Rule 904 and if
            the Owner is an affiliate of the Issuer or of a distributor solely
            by virtue of holding a position as an officer or director of such
            person, then the requirements of Rule 904(b)(2) have been satisfied;
            and

      (h)   the transaction is not part of a plan or scheme to evade the
            registration requirements of the Securities Act.

2.    RULE 144A TRANSFERS. If the transfer is being effected pursuant to Rule
      144:

      (a)   the transfer is occurring after June 3, 2006 and is being effected
            in accordance with the applicable amount, manner of sale and notice
            requirements of Rule 144; or

      (b)   the transfer is occurring after June 3, 2007 and the Owner is not,
            and during the preceding three months has not been, an affiliate of
            the Issuer.

                                      C-2
<PAGE>

3.    TRANSFERS DURING THE DISTRIBUTION COMPLIANCE PERIOD. If the Transferee
      will take delivery in the form of a beneficial interest in the Regulation
      S Global Security and the transfer is being effected during the
      Distribution Compliance Period, such beneficial interest will be held
      immediately after such transfer only in or through accounts maintained by
      DTC (or by Agent Members acting for the account thereof).

      We understand that this certificate is required in connection with certain
      securities laws of the United States. In connection therewith, if
      administrative or legal proceedings are commenced or threatened in
      connection with which this certificate is or would be relevant, we
      irrevocably authorize you to produce this certificate to any interested
      party in such proceeding. This certificate and the statements contained
      herein are made for your benefit and the benefit of the Issuer, the
      Trustee and the initial purchasers of the Securities.

      Dated:

                            ____________________________________________________
                            (Print the name of the undersigned, as such term is
                            defined in the second paragraph of this certificate)

                            By:_________________________________________________
                               Name:
                               Title:

                            (If the undersigned is a corporation, partnership or
                            fiduciary, the title of the person signing on behalf
                            of the undersigned must be stated)

                                      C-3
<PAGE>

                                                                       EXHIBIT D

                    FORM OF RESTRICTED SECURITIES CERTIFICATE

        (For transfers pursuant to Section 2.13(e)(ii), (iii), (iv) and
                             (v) of the Indenture)

To:   The Bank of New York Trust Company (Cayman) Limited as Security Registrar

Re:   8.875% PERPETUAL NON-CUMULATIVE JUNIOR SUBORDINATED SECURITIES OF BANCO
      BRADESCO S.A., ACTING THROUGH ITS GRAND CAYMAN BRANCH (THE "SECURITIES")

Reference is made to the Indenture, dated as of June 3, 2005 (the "INDENTURE"),
between Banco Bradesco S.A., acting through its Grand Cayman branch (the
"ISSUER") and The Bank of New York Trust Company (Cayman) Limited, as trustee.
Terms used herein and defined in the Indenture or in Regulation S the U.S.
Securities Act of 1933, as amended (the "SECURITIES ACT") are used herein as so
defined.

This certificate relates to U.S.$ [.] principal amount of Securities, which are
evidenced by the following certificate(s) (the "SPECIFIED SECURITIES"):

      CINS No(s). 05946NAE5

      CERTIFICATE No(s). R-1

The person in whose name this certificate is executed below (the "UNDERSIGNED")
hereby certifies that either (i) it is the sole beneficial owner of the
Specified Securities or (ii) it is acting on behalf of all the beneficial owners
of the Specified Securities and is duly authorized by them to do so. Such
beneficial owner or owners are referred to herein collectively as the "OWNER".
If the Specified Securities are represented by a Global Security, they are held
through DTC or an Agent Member in the name of the undersigned, as or on behalf
of the Owner. If the Specified Securities are not represented by a Global
Security, they are registered in the name of the undersigned, as or on behalf of
the Owner.

The Owner has requested that the Specified Securities be transferred to a person
(the "TRANSFEREE") who will take delivery in the form of a Restricted Security.
In connection with such transfer, the Owner hereby certifies that, unless the
Specified Securities are being transferred to the Issuer or such transfer is
being effected pursuant to an effective registration statement under the
Securities Act, it is being effected in accordance with Rule 144A or Rule 144
under the Securities Act or the exemption from the registration requirements
under the Securities Act set forth in paragraph 3 below, as the case may be, and
with all applicable securities laws of the states of the United States and other
jurisdictions. Accordingly, the Owner hereby further certifies as follows:

1.    RULE 144A TRANSFERS. If the transfer is being effected in accordance with
      Rule 144A:

      (a)   the Specified Securities are being transferred to a person that the
            Owner and any person acting on its behalf reasonably believe is a
            "qualified institutional buyer" within the meaning of Rule 144A,
            acquiring for its own account or for the account

                                      D-1
<PAGE>

            of one or more qualified institutional buyers in a transaction
            meeting the requirements of Rule 144A and in accordance with any
            applicable securities laws of any State of the United States; and

      (b)   the Owner and any person acting on its behalf have taken reasonable
            steps to ensure that the Transferee is aware that the Owner may be
            relying on Rule 144A in connection with the transfer; and

2.    RULE 144 TRANSFERS. If the transfer is being effected pursuant to Rule
      144:

      (a)   the transfer is occurring after June 3, 2006 and is being effected
            in accordance with the applicable amount, manner of sale and notice
            requirements of Rule 144; or

      (b)   the transfer is occurring after June 3, 2007 and the Owner is not,
            and during the preceding three months has not been, an affiliate of
            the Issuer; and

3.    OTHER APPLICABLE EXEMPTIONS. If the transfer is being effected pursuant to
      another exemption from the registration requirements under the Securities
      Act:

      (a)   the transfer is being effected in accordance with the following
            exemption from the registration requirements under the Securities
            Act:__________________(the "ALTERNATIVE EXEMPTION");

      (b)   the Alternative Exemption is available to the Owner for such
            transfer, and the Owner has taken all steps necessary to effect the
            transfer in accordance with the Alternative Exemption; and

      (c)   attached hereto are such documents and/or an opinion of U.S. counsel
            stating that the Alternative Exemption is available to the Owner for
            such transfer as required by the Security Registrar in connection
            herewith.

We understand that this certificate is required in connection with certain
securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate to any interested party in such proceeding. This certificate
and the statements contained herein are made for your benefit and the benefit of
the Issuer, the Trustee and the initial purchasers of the Securities.

                                      D-2
<PAGE>

Dated:

                            ____________________________________________________
                            (Print the name of the undersigned, as such term is
                            defined in the second paragraph of this certificate)

                            By:_________________________________________________
                               Name:
                               Title:

                            (If the undersigned is a corporation, partnership or
                            fiduciary, the title of the person signing on behalf
                            of the undersigned must be stated)

                                      D-3
<PAGE>

                                                                       EXHIBIT E

                   FORM OF UNRESTRICTED SECURITIES CERTIFICATE

     (For removal of Securities Act Restrictive Legends pursuant to Section
                          [2.13(j)] of the Indenture)

To:   The Bank of New York Trust Company (Cayman) Limited as Security Registrar

Re:   8.875% PERPETUAL NON-CUMULATIVE JUNIOR SUBORDINATED SECURITIES OF BANCO
      BRADESCO S.A., ACTING THROUGH ITS GRAND CAYMAN BRANCH (THE "SECURITIES")

Reference is made to the Indenture, dated as of June 3, 2005 (the "INDENTURE"),
between Banco Bradesco S.A., acting through its Grand Cayman branch (the
"ISSUER") and The Bank of New York Trust Company (Cayman) Limited, as trustee.
Terms used herein and defined in the Indenture or in Regulation S under the U.S.
Securities Act of 1933, as amended (the "SECURITIES ACT") are used herein as so
defined.

This certificate relates to U.S.$ [.] principal amount of Securities, which are
evidenced by the following certificate(s) (the "Specified Securities"):

      CUSIP No(s). [.]

      CERTIFICATE No(s). [.]

The person in whose name this certificate is executed below (the "UNDERSIGNED")
hereby certifies that either (i) it is the sole beneficial owner of the
Specified Securities or (ii) it is acting on behalf of all the beneficial owners
of the Specified Securities and is duly authorized by them to do so. Such
beneficial owner or owners are referred to herein collectively as the "OWNER".
If the Specified Securities are represented by a Global Security, they are held
through Euroclear or Clearstream, Luxembourg or an Agent Member in the name of
the undersigned, as or on behalf of the Owner. If the Specified Securities are
not represented by a Global Security, they are registered in the name of the
undersigned, as or on behalf of the Owner.

The Owner has requested that the Specified Securities be exchanged for
Securities bearing no Securities Act Restrictive Legend pursuant to Section
2.13(j) of the Indenture. In connection with such exchange, the Owner hereby
certifies that the exchange is occurring after June 3, 2007 and the Owner is
not, and during the preceding three months has not been, an affiliate of the
Issuer. The Owner also acknowledges that any future transfers of the Specified
Securities must comply with all applicable securities laws of the states of the
United States and other jurisdictions. Attached hereto are such documents and/or
opinions of U.S. counsel as may be reasonably required by the Issuer in
connection herewith.

We understand that this certificate is required in connection with certain
securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate to any interested party in such proceeding. This certificate
and the statements contained herein are made for your benefit and the benefit of
the Issuer, the Trustee and the initial purchasers of the Securities.

                                      E-1
<PAGE>

Dated:

                            ____________________________________________________
                            (Print the name of the undersigned, as such term is
                            defined in the second paragraph of this certificate)

                            By:_________________________________________________
                               Name:
                               Title:

                            (If the undersigned is a corporation, partnership or
                            fiduciary, the title of the person signing on behalf
                            of the undersigned must be stated)

                                      E-2