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Exhibit 4.2









(Form of Global Note)




GLOBAL NOTE 




         UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO UNIBANCO OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR 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
GLOBAL  SECURITY  SHALL BE LIMITED TO  TRANSFERS  IN WHOLE,  BUT NOT IN PART, TO DTC, TO
NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE.










 








UNIBANCO - UNIÃO DE
BANCOS BRASILEIROS S.A., 




 
acting through its
Grand Cayman Branch 




 
STEP-UP SUBORDINATED
CALLABLE NOTES DUE 2013 





Global Note 




No.
CUSIP No.:
ISIN
No.:




Common Code:




Principal Amount:
US$200,000,000
Initial Issuance Date:            
                                                                               , 2004




         This Note is one of a
duly authorized issue of Notes of Unibanco – União de Bancos Brasileiros S.A., a
sociedade anônima organized and existing under the laws of the Federative Republic of
Brazil, acting through its Grand Cayman Branch (“Unibanco”), designated as its
Step-Up Subordinated Callable Notes due 2013 (the “Notes”), issued in an
initial aggregate principal amount of U.S.$ 200,000,000 under an indenture (the “Indenture”)
dated as of December 12, 2003, between Unibanco and The Bank of New York, as paying
and transfer agent and 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 Unibanco, the Trustee and the Noteholders, and of the terms
upon which the Notes are, and are to be, authenticated and delivered. All terms used
in this Note which are defined in the Indenture and not otherwise defined herein
shall have the meanings assigned to them in the Indenture.  





         Unibanco, for value
received, hereby promises to pay to Cede & Co. or registered assigns, as nominee of The
Depository Trust Company (“DTC”) and the holder of record of this Note (the “Holder” or
“Noteholder”), the principal amount specified above in U.S. dollars on December 15,
2013 (or earlier or later as provided in the Indenture) upon presentation and surrender
hereof, at the office or agency of the Trustee referred to below, except as otherwise
provided in the Indenture.  




         Unibanco promises to
pay interest as provided in the Indenture on the outstanding principal amount
hereof from the Initial Issuance Date, or from the most recent payment date to
which interest has been paid or duly provided for, semi-annually on June 15 and
December 15 of each year (or if such date is not a Business Day, the next succeeding
Business Day following such day), commencing June 15, 2004 (each an “Interest Payment
Date”), at an initial note rate equal to 7.375% per annum until December 15, 2008,
and thereafter at the rate of 9.375% per annum, except as otherwise provided in the
Indenture. Principal, interest and other amounts due on this Note on any Interest
Payment Date or otherwise will, as provided in the Indenture, be paid in U.S.
dollars to the Person in whose name this Note (or one or more predecessor Notes) is
registered at the close of business on the Record Date for such payment. 










 











         Payment of the
 principal of and  interest and other  amounts on this Note will be payable as provided
in the  Indenture by wire  transfer to a U.S.  dollar  account  maintained by the Holder
of this Note as  reflected  in the Note  Register.  In the event the date for any
 payment  of the  principal  of or interest  and  other  amounts  on any Note 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
Note shall be calculated based on a 360-day year of twelve 30-day months.





         The Notes are subject
to redemption by Unibanco on the terms and  conditions  specified in the Indenture.





         If an Event of Default
shall occur and be continuing,  the outstanding principal amount of all the Notes  shall
 become or may be declared  due and payable in the manner and with the effect  provided
in the Indenture.





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





         This Note 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 Notes shall be
issued only in fully registered form,  without coupons.  Notes shall be issued  in  the
 form  of  beneficial  interests  in one or  more  global  securities  in  denominations
 of U.S.$10,000 and integral multiples of U.S.$1,000 in excess thereof.





         As provided in the
 Indenture,  prior to and at the time of due  presentment  of this Note for  registration
 of transfer,  Unibanco,  the Trustee,  the Note Registrar and any agent of Unibanco,
 the Registrar  or the Trustee  may treat the Person in whose name this Note is
 registered  as the owner  hereof for all  purposes,  whether  or not this Note is
 overdue,  and  neither  Unibanco,  the  Trustee,  the Note 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 Note  shall  not be  entitled  to any
 benefit  under the Indenture, or be valid or obligatory for any purpose.





         THIS NOTE SHALL BE
CONSTRUED IN  ACCORDANCE  WITH,  AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.











 










IN WITNESS WHEREOF,
Unibanco has caused this Note to be duly executed.




	 	UNIBANCO - UNIÃO DE BANCOS BRASILEIROS S.A.,
	 	acting through its Grand Cayman Branch
	 
	 
	 
	 
	 	By_______________________________
	 	    Name:
	 	    Title:








WITNESS 1:









By_______________________________

                                             Name:









WITNESS 2:









By_______________________________

                                                 Name:












 










CERTIFICATE OF
AUTHENTICATION





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




	 	THE BANK OF NEW YORK
	 	     as Trustee
	 
	 
	 
	 
	 	By:______________________________
	 	                   Authorized Signatory
	 
	 
	 
	 
	 	Date:











 









ASSIGNMENT FORM 





For value received 





hereby sells, assigns
and transfers unto 





(Please insert social
security or other identifying number of assignee)





(Please print or type
name and address, including zip code, of assignee:)





the within Note and
does hereby  irrevocably  constitute and appoint _________ Attorney to transfer the Note
on the books of the Note Registrar with full power of substitution in the premises.





Date:             
       Your Signature:




	 	(Sign exactly as your name appears on the face of this Note)