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EXIBIT 10.2 


	 	




	STEADFAST INSURANCE
COMPANY
 Administrative Office: 1400 American Lane,
Schaumburg, Illinois 60196-1056
 Underwritten
through: Zurich Emerging Markets Solutions
 





INSURANCE POLICY FOR
   EXPROPRIATION
  AND
                                         CURRENCY
INCONVERTIBILITY





DECLARATIONS





	 	 	Policy No. 90-19-926
	 
	Item 1.	Insured:	

The Bank of New York, not in its individual capacity, but solely as the indenture trustee for holders of the
                                                                Insured Notes, or any successor indenture trustee
                                                                for the holders of the Insured Notes (as such
                                                                term is defined below).



	 
	 	Address:	

101 Barclay Street, 21W
New York, New York 10286



	 
	Item 2.	Issuer:	

Unibanco – União de Bancos Brasileiros S.A.  (“Unibanco”)



	 
	 	Address:	

                  Avenida Eusebio Matoso, No. 891 – 8th Floor
São Paulo, SP
Brazil 05423901


acting through its Grand Cayman branch,



	 
	 	 	

Unibanco – União de Bancos Brasileiros S.A.--Grand Cayman branch



	 
	 	Address:	

                  P.O. Box 501 
George Town, Grand Cayman 
Cayman Islands, British West Indies
 (Unibanco, including the branch being the “Issuer”)


	 
	Item 3.	Host Country:	Federative Republic of Brazil
	 
	Item 4.	Project:	

The issuance and sale of the Insured Notes. Unibanco will use proceeds from the sale of the Insured Notes
for general corporate purposes.


	 
	Item 5.	Principal Amount of Insured Notes:	$200,000,000





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	Item 6.	Insured Notes:	

$200,000,000 in 7.375% Step-Up Subordinated Callable Notes (may be stepped up to 9.375% in accordance with the
                                                                terms of Indenture) issued by Unibanco, acting
                                                                through its Grand Cayman branch, under the
                                                                Indenture dated as of December 12, 2003, between
                                                                the Issuer and the Insured, as trustee, and held
                                                                by the Noteholders or any notes exchanged
                                                                therefor in connection with the Issuer satisfying
                                                                its obligations under the Registration Rights
                                                                Agreement (as such term is defined herein).


	 
	Item 7.	Maximum Aggregate Limit of Liability:	up to $18,750,000
	 
	Item 8.	Limit of Liability per coverage:	See Exhibit A
	 
	Item 9.	Insured Percentage of the Insured Notes:	100%
	 
	Item 10.	Policy Period:	

From:             December 12, 2003
 To:        July 1, 2014



	 	(12:01 a.m. Standard Time at the Address of the Insured above in Item 1.)

	 
	Item 11.	Policy Currency:	United States dollars
	 
	Item 12.	Waiting Period:	180 days
	 
	Item 13.	Total premium and fees
         for the Policy Period (See Exhibit A)	 




The premium shall be
payable in a single installment due upon or prior to the inception of the Policy Period.
 The net premium and fees due will be paid in accordance with the amounts specified in
Exhibit A. 



By acceptance of this
Insurance Policy, the Insured represents to the Underwriter that the statements made by
the Insured contained in the Declarations and the Insured’s Application for Insurance are
the Insured’s agreements and representations and that this Insurance Policy and the
Agreement Regarding the Policy for Expropriation and Currency Inconvertibility comprise
the entire agreement between the Insured and the Underwriter or any of its agents
relating to this insurance.  At issuance, this Insurance Policy includes one Endorsement. 



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IN WITNESS WHEREOF,
the Underwriter has caused this Insurance Policy to be signed by its authorized officers,
but this Insurance Policy shall not be valid unless countersigned by a duly authorized
representative of the Insured. 




	Broker:	Willis of New York, Inc.
	Address:	7 Hanover Square
New York, NY 10004






	Underwriter:	/s/ Daniel W. Riordan	Date 12/12/03
	 	
	

	 	Daniel W. Riordan
	 	Vice President










	Insured:	Patricia M. Phillips, Assistant Vice President	Date 12/12/03
	 	
	

	 	(print name and title)
	 
	 	/s/ Patricia M. Phillips
	 	
	 
	 	(signature)





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ENDORSEMENTS




1.   For
the avoidance of doubt, the Underwriter shall have no liability for losses that arise
from events occurring outside of the Federative Republic of Brazil. 




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EXIBIT 10.2 


	 	






STEADFAST INSURANCE
COMPANY



CONTRACT FOR
 EXPROPRIATION AND
 CURRENCY INCONVERTIBILITY



In consideration of the
payment of premiums and in reliance upon information provided and statements made by the
Insured to Steadfast Insurance Company (the “Underwriter”), and subject to the
Declarations and Endorsements made a part hereof, and the terms, conditions and
limitations set forth in this Contract (together the Declarations, Endorsements and
Contract constitute the “Insurance Policy”), the Insured and the Underwriter agree as
follows:  




ARTICLE I. INSURING
AGREEMENT



1.1   The
Underwriter shall be liable and shall pay Compensation to the Insured, subject to the
exclusions and limitations expressly set forth in this Insurance Policy, for the Insured
Percentage of the Insured’s Loss caused solely and directly by a Political Risk Event and
for which the Date of Loss occurs during the Policy Period. 



1.2   Compensation
shall be determined pursuant to Article IV herein. 




ARTICLE II. DEFINITIONS



2.1   “Agreement
Regarding the Insurance Policy for Expropriation and Currency Inconvertibility” means the
Agreement Regarding the Insurance Policy for Expropriation and Currency Inconvertibility
dated as of December 12, 2003, among the Underwriter, the Insured and the Issuer.  



2.2   “Application
for Insurance” means the Insured’s “Application for Political Risk Insurance”, along with
all supporting documentation submitted by the Insured regarding the Project, the Issuer,
, and the Insured Notes.  



2.3   “Claim” means
the Insured’s written claim for Compensation submitted in accordance with the procedures
and requirements of Article VII herein.  



2.4   “Compensation” means
the amount payable to the Insured for a Loss as defined in this Insurance Policy. The
amount to be paid by the Underwriter shall be determined pursuant to Article IV herein.  



2.5   “Currency
Inconvertibility” is defined in Section 3.2 herein.  



2.6   “Date
of Loss” means a date occurring during the Policy Period, and shall be the later of (i)
the original due date of the Scheduled Payment which corresponds to the Insured Payment
that is the  




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subject of a Claim, and
(ii) the date on or before the end of the 15-day interest payment grace period on which
the Insured or the Issuer first attempts to convert Local Currency or transfer Policy
Currency in order to make an Insured Payment. 



2.7   “Expropriation” is
defined in Section 3.1 herein.  




2.8   “Host
Country” is identified in Item 3 of the Declarations.  



2.9   “Host
Government” means:  



	  	(a)   the
present or any succeeding governing authority (without regard to the method of its
                succession or as to whether it is internationally recognized) in
effective control of all                 or any part of the territory of the Host Country
or any political or territorial                 subdivision thereof (including any
dependent territory); and/or







	  	(b)   any
other public authority in or of the Host Country on which regulatory powers are
                conferred by the laws of the Host Country.







2.10   “Indenture” means
the indenture providing for the issuance of the Insured Notes between the Issuer and the
Insured, dated as of December 12, 2003, as amended or modified from time to time in
accordance with the terms thereof, or any other indenture executed in connection with any
exchange offer made for the Insured Notes under the terms of the Registration Rights
Agreement.  



2.11   "Insured"
is the entity identified in Item 1 of the Declarations, acting solely as Trustee (as
defined in the Indenture) on behalf of the Noteholders and not in its individual capacity
in accordance with the Indenture and any successor Trustee under the Indenture.  



2.12   “Insured
Notes” means the notes described in Item 6 of the Declarations which are insured under
this Insurance Policy and are the obligations issued by the Issuer pursuant to the
Indenture. The Insured Notes are required to be paid by the Issuer in accordance with
the terms of the Indenture.  



2.13   “Insured
Payment” means a payment by the Issuer, in accordance with Section 2.16 of the Indenture,
to the Insured in respect of a corresponding Scheduled Payment.  



2.14   “Insured
Percentage” means the percentage of the interest due and payable in respect of the
Insured Notes insured under this Insurance Policy as set forth in Item 9 of the
Declarations.  



2.15   “Issuer” is
the entity listed in Item 2 of the Declarations, and is the issuer of the Insured Notes
pursuant to the Indenture.  



2.16   “Limit
of Liability” means at any time the maximum amount of Compensation that the Underwriter
will pay for any Loss, subject to the Maximum Aggregate Limit of Liability. The Limit of
Liability and the corresponding coverage period is set forth in Exhibit A. The Limit of
Liability in effect on the Date of Loss shall be reduced automatically by the amount of
any Compensation paid by the Underwriter to the Insured under this Insurance Policy.  



2.17   “Local
Currency” means the currency of the Host Country.  



2.18   “Loss” means
an Unfunded Insured Payment caused by a Political Risk Event, and for which the Insured
seeks Compensation under this Insurance Policy.  



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2.19   “Maximum
Aggregate Limit of Liability” means the amount set forth in Item 7 of the Declarations.  



2.20   “Noteholder(s)”
means the person(s) or entity(-ies) from time to time holding the Insured Notes
(including beneficial interests therein).  



2.21    “Policy Currency” means
the currency identified in Item 11 of the Declarations.  



2.22    “Policy Period” means
the period set forth in Item 10 of the Declarations.  



2.23    “Political Risk
Event” means an Expropriation or Currency Inconvertibility, as defined in Sections 3.1
and 3.2, respectively, either or both of which (or any combination thereof) continues and
is in effect during each day of the Waiting Period.  



2.24    “Project” means
the project described in Item 4 of the Declarations and as further described in the
Insured’s Application for Insurance.  



2.25    “Reference Rate
of Exchange” means (i) the official exchange rate applied by the central bank or
equivalent entity of the Host Country for the category of remittance that is the subject
of a Claim; or, (ii) if the central bank or equivalent entity does not freely execute
conversions of Local Currency into Policy Currency for such category of remittance, then
the Reference Rate of Exchange shall be the effective exchange rate obtained through the
most active legal and normal channel in the Host Country for conversion of Local Currency
into Policy Currency for the category of remittance that is the subject of a Claim. The
most active legal and normal channel shall be agreed by the Underwriter and the Insured.
If no exchange rate can be determined pursuant to (i) or (ii) above, the Reference Rate
of Exchange shall mean the last available official exchange rate applied by the central
bank or equivalent entity of the Host Country prior to the Date of Loss.  



2.26    “Registration
Rights Agreement” means the registration rights agreement, dated as of December 12, 2003,
between the Issuer and Citigroup Global Markets Inc. (as representative for the initial
purchasers of the Insured Notes), as amended or modified from time to time in accordance
with the terms thereof.  



2.27    “Reserve Account” means
the account held by the Insured for the benefit of the Noteholders, pursuant to the
Indenture.  



2.28    “Scheduled
Payment” means all amounts of interest and principal due and payable on the Insured Notes
pursuant to the terms of the Indenture and the Insured Notes on (i) the original payment
dates set forth in the Indenture (as such payment dates are set forth in Exhibit B
hereto), and (ii) payment dates for the Insured Notes which are established pursuant to
the provisions set forth in the Indenture allowing for the extension of the maturity date
of the Insured Notes, and, in the case of both (i) and (ii), without regard to any
acceleration of the Insured Notes pursuant to the terms of the Indenture and Insured
Notes.  



2.29    “Transaction
Documents” means the Insured Notes, as described in Item 6 of the Declarations, the
Indenture, the Agreement Regarding the Insurance Policy for Expropriation and Currency
Inconvertibility, and the Registration Rights Agreement, each including all exhibits and
attachments thereto, copies of which have been provided to the Underwriter.  





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2.30    “Unfunded
Insured Payment” means, with respect to any Scheduled Payment, the failure of the Issuer
to make an Insured Payment, in accordance with the Indenture, due to a Political Risk
Event or an event that with the passage of the Waiting Period could become a Political
Risk Event.  



2.31    "Uninsured
Notes" means notes denominated in a currency other than the Local Currency issued by the
Issuer to investors outside of the Host Country which are of similar term and nature to
the Insured Notes and are not insured by the Underwriter.  



2.32    “Waiting Period” means
the period set forth in Item 12 of the Declarations, which period shall commence on the
Date of Loss; provided that, for the avoidance of doubt, if the Date of Loss occurs
during the Policy Period, the Waiting Period for a Political Risk Event for which the
Underwriter may be liable to pay Compensation may expire after the expiration of the
Policy Period.  



         All other terms that
appear in this Contract, the Declarations and the Endorsements have the definitions
assigned to them as they appear in those documents. 



ARTICLE III. POLITICAL
RISK EVENTS 



3.1    Expropriation  



         An Expropriation means an
act or series of acts taken by the Host Government that effectively deprives the Insured
or the Issuer of the use and control of funds deposited (either in Local Currency or
Policy Currency) by the Insured or by the Issuer for the account of the Insured, with a
financial institution in the Host Country, for the purpose of making an Insured Payment,
causing an Unfunded Insured Payment; provided that such act or acts continue for the
duration of the Waiting Period. 



3.2    Currency
Inconvertibility  



	           	Currency Inconvertibility
means: 






	           	(a) 	an
act or series of acts by the Host Government that prevents the Insured or the Issuer, for
the                 duration of the Waiting Period, from directly or indirectly: 






	                  	  	(i) 	converting
Local Currency into Policy Currency in order to make an Insured Payment or a
                      portion thereof, including the denial of such conversion in an
exchange rate category as                       favorable as the category applicable to
determine the Reference Rate of Exchange; or 






	                  	  	(ii) 	transferring
outside of the Host Country the funds as described in (i) above already
                      converted from Local Currency into Policy Currency constituting all
or any portion of an                       Insured Payment; or 









	  	(b) 	failure
by the Host Government (or by entities authorized under the laws of the Host Country to
operate in               the foreign exchange markets) to effect a conversion or transfer
under (a) above on behalf of the               Insured or the Issuer. 






ARTICLE IV.
COMPENSATION FOR POLITICAL RISK EVENTS 






4.1    Expropriation  






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         In the event of
Expropriation, the Compensation for a Loss shall be the Insured Percentage of the lesser
of (i) the Policy Currency, or the Policy Currency equivalent of the Local Currency
calculated at the Reference Rate of Exchange in effect on the Date of Loss, of which the
Insured or the Issuer is deprived, or (ii) the amount of the Scheduled Payment
corresponding to the Unfunded Insured Payment.  The Policy Currency is the currency of
any Compensation payable by the Underwriter to the Insured. 



4.2     Currency
Inconvertibility  



         In the event of Currency
Inconvertibility, the Compensation for a Loss shall be the Insured Percentage of the
Policy Currency equivalent of Local Currency constituting an Insured Payment that could
not be converted; or the Insured Percentage of the amount in Policy Currency constituting
an Insured Payment that could not be transferred.  The Policy Currency equivalent shall
be determined using the Reference Rate of Exchange in effect on the Date of Loss.  The
Policy Currency is the currency of any Compensation payable by the Underwriter to the
Insured. 



4.3    Adjustments  



	           	(a) 	Compensation
for any Loss shall be adjusted for any compensation received by the Insured or the
                Issuer from the Host Government or any other source on account of the
Loss, excluding (i)                 compensation received by the Issuer in any currency
that is not freely convertible into Policy                 Currency; (ii) compensation
received by the Issuer in Policy Currency which is not transferable
                outside the Host Country; and (iii) any amounts withdrawn from the
Reserve Account and paid to the                 Noteholders by the Insured in accordance
with the provisions of the Indenture.  Compensation for                 any Loss shall
not exceed the Limit of Liability for the respective coverage on the applicable Date
                of Loss.  In no event shall the total amount of Compensation paid by the
Underwriter under this                 Insurance Policy exceed the Maximum Aggregate
Limit of Liability. 






	           	(b) 	No
Compensation shall be paid for penalty interest or penalty fees for late payment. 






	           	(c) 	In
the event of a Claim under this Insurance Policy, if (i) the Issuer has issued Uninsured
Notes,                 and (ii) subsequent to the Date of Loss for the Unfunded Insured
Payment that is the subject of the                 Claim, the Issuer makes a payment in
respect of the Uninsured Notes, then in determining the amount                 of
Compensation, the Underwriter may reduce the amount of Compensation by an amount which
bears the                 same proportion to the Compensation as the payment to the
Uninsured Notes bears to the sum of the                 outstanding amount of the Insured
Notes and the Uninsured Notes.  Should the Issuer have made a                 payment on
such Uninsured Notes before its original due date and after the occurrence of a
                Political Risk Event, the total amount of such payment shall be deducted
from any Compensation                 payable by the Underwriter.  For the purposes of
this Section 4.3(c), a payment made by the Issuer                 in respect of any
Uninsured Notes, which payment derives from the cash proceeds of any collateral
                or other security that was provided by the Issuer and is directly related
to such Uninsured Notes,                 or which payment derives from any preferential
status provided such payment by the Host Government                 including but not
limited to registration of the Uninsured Notes with the applicable governmental
                authorities of the Host Government, shall not be subject to the above
allocation and deduction. 







4.4     Acceleration,
Redemption and Prepayment  



	           	(a) 	The
Underwriter shall pay Compensation for an Unfunded Insured Payment in accordance with
either                 (i) the respective due dates for such Unfunded Insured Payments
corresponding  







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	  	  	to such
Scheduled                 Payments (as set forth in Exhibit B hereto) or (ii) such other
due dates for such Unfunded Insured                 Payments as may be provided for
pursuant to the terms of the Indenture.  An acceleration,                 redemption or
prepayment of a Scheduled Payment, if permitted under the Indenture, shall not give
                rise to a corresponding acceleration, redemption or prepayment of the
Underwriter’s obligation to                 pay Compensation hereunder.  However, if a
Scheduled Payment is accelerated, redeemed or prepaid in                 accordance with
the Indenture, and the Insured files a Claim for such accelerated or attempted
                redeemed or prepaid amount, the Underwriter, at its sole discretion,
shall have the option, subject                 to the provisions of Section 7.1(a)(ii) of
this Insurance Policy, to accelerate or prepay any                 Compensation for the
Claim.  For the avoidance of doubt, the Underwriter has no ability to require
                the acceleration, prepayment, or redemption of the Insured Notes. 






	           	(b) 	Notwithstanding
Section 4.4(a) herein, for Scheduled Payments that are accelerated or which are
                attempted to be prepaid or redeemed: 






	                  	  	(i)  	the
Date of Loss shall be the date of such acceleration, or the date of such attempted
                      redemption or prepayment; 






	  	  	(ii)  	the
Waiting Period for Currency Inconvertibility shall commence on the later of (A) the date
of such                       acceleration or redemption or the date such prepayment is
to be made, or (B) the date on                       which the Insured or the Issuer
first attempts to convert or transfer the currency pursuant                       to
Section 3.1 herein; and 






	                  	  	(iii)  	the
amount of Compensation shall include (A) accrued and unpaid interest through the date of
                      acceleration or the date of the attempted redemption or prepayment,
and (B) subject to the                       limitations on the total amount of
Compensation payable under this Insurance Policy, as such
                      limitations are set forth in Section 4.5 hereof, all remaining
amounts of principal and other                       amounts due on the Insured Notes as
a result of such acceleration. 





4.5     Maximum
Aggregate Limit of Liability  



         The amount of
Compensation paid by the Underwriter under this Insurance Policy shall not exceed the
Maximum Aggregate Limit of Liability, regardless of the number of Losses incurred or the
Policy Period. 



ARTICLE V. EXCLUSIONS 



5.1    The Underwriter
shall not pay Compensation for any Loss to the extent that the Political Risk Event
giving rise to such Loss was directly or indirectly caused by: 



	           	(a)  	the
Insured’s or the Issuer’s failure to comply with the laws of the Host Country applicable
to any                 of them, or from any failure of the Issuer to comply with
applicable environmental, public health                 and worker safety standards of
the World Bank.  Failure of the Issuer to comply with the                 unreasonable
requirements of national or local authorities in the Host Country, the stringency of
                which exceeds that of the comparable environmental, public health or
worker safety standards of the                 World Bank, shall not be deemed a failure
within the meaning of this exclusion; 





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	           	(b)  	the
Insured’s material breach of the terms of this Insurance Policy or a material
misrepresentation                 by the Insured under this Insurance Policy or in its
Application for Insurance; 






	           	(c)  	the
Insured or the Issuer or their representatives engaging in any wrongful or criminal
activities,                 or unreasonable actions which provoke the Host Government in
some manner; 






	           	(d)  	nuclear
reaction, nuclear radiation or radioactive contamination, or the dispersal or application
                of pathogenic, toxic or poisonous biological or chemical elements, under
any circumstance,                 including, but not limited to: 






	                  	  	(i)  	ionizing
radiations from or contamination by radioactivity from any nuclear fuel or from any
                      nuclear waste or from the combustion of nuclear fuel; 






	                  	  	(ii)  	the
radioactive, toxic, explosive or other hazardous or contaminating properties of any
                      nuclear installation, reactor or other nuclear assembly or nuclear
component thereof; or 






	                  	  	(iii)  	any
weapon employing atomic or nuclear fission or fusion or other like reaction or
                      radioactive force or matter, or pathogenic, toxic or poisonous
biological or chemical                       elements; 






	           	(e)  	the
insolvency, bankruptcy or financial default of the Insured or the Issuer; or 






	           	(f)  	the
material breach by the Insured or the Issuer of any contractual agreement with the Host
                Government; the material breach by the Host Government of any contractual
agreement with the                 Insured or the Issuer; or the Host Government acting
in a commercial capacity such as a supplier,                 creditor, shareholder,
director or manager of, or purchaser from, the Issuer . 






5.2    An act or series
of acts taken by the Host Government which constitutes a bona fide non-discriminatory
measure of general application of a kind that governments normally take in the public
interest (other than Expropriation and Currency Inconvertibility) shall not be the basis
for a Claim of Expropriation. 



5.3    No Claim of
Currency Inconvertibility shall be accepted or recognized by the Underwriter, and the
Underwriter shall accordingly have no liability under Currency Inconvertibility: 



	           	(a)  	if
the Insured or the Issuer would have been unable legally to convert Local Currency or
transfer                 Policy Currency at the inception of the Policy Period; provided,
that, subject to the understanding                 that there is no reason to believe
that any Host Government approval required for a conversion or                 transfer
of funds would not be granted in the ordinary course at the time of such request for
                conversion or transfer, the Underwriter understands and acknowledges that
restrictions on                 convertibility and transfer (specifically the need to
obtain Host Government regulatory approval)                 existed within the Host
Country at the inception of the Insurance Policy for issuers to make
                payments from Brazil on instruments such as the Notes; 






	  	(b)  	if
the Insured or the Issuer (to the extent that the Insured (in its role as trustee for the
Insured                 Notes) or the Issuer  is itself attempting to convert or transfer
funds recovered from or in                 respect of the Issuer’s obligations under the
Indenture and the Insured Notes and is  






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	  	  	prevented by
a                 Political Risk Event from converting Local Currency or transferring
Policy Currency), as                 applicable, fails to exercise all reasonable efforts
to convert Local Currency, at a rate no less                 favorable than the Reference
Rate of Exchange, or transfer Policy Currency during the Waiting                 Period
through all lawful mechanisms in Brazil that such party could reasonably have used in the
                absence of this coverage.  In order to satisfy the requirements of this
Section 5.3(b) in the event                 that a Political Risk Event prevents the
Insured or the Issuer from initiating the conversion or                 transfer of
currency, the Insured must submit to the Underwriter, within thirty (30) days following
                the Date of Loss, a notice documenting the facts and circumstances
relating to such inability to                 attempt to initiate the conversion or
transfer; 






	           	(c)  	if
the Insured or the Issuer (to the extent that the Insured (in its role as trustee for the
                Insured Notes) or the Issuer is itself attempting to convert or transfer
funds recovered from or in                 respect of the Issuer’s obligations under the
Indenture and the Insured Notes and is prevented by a                 Political Risk
Event from converting Local Currency or transferring Policy Currency), as
                applicable, fails to attempt to initiate the conversion or transfer of
currency pursuant to Section                 3.2 herein within fifteen (15) days
following the due date of the Insured Payment; or 






	           	(d)  	if
the currency which cannot be converted or transferred has been the subject of an
expropriatory                 action under Section 3.1 herein (in which case a Claim of
Expropriation may be submitted); or 






	           	(e)  	solely
for devaluation or fluctuation of the Local Currency. 






ARTICLE VI.
REPRESENTATIONS, WARRANTIES AND COVENANTS
 BY THE INSURED 



6.1    The Insured
represents, warrants and/or covenants that: 



	           	(a)  	as
of the date of execution of this Insurance Policy, and without independent investigation,
it had                 no knowledge of any circumstance which would reasonably be
expected to give rise to a Loss under                 this Insurance Policy; 






	           	(b)  	all
the information that the Insured has provided regarding itself, as the Insured, in the
                Application for Insurance, and that the Insured will provide to the
Underwriter in written form, is                 true and correct in all material respects
and that no material information has been or will be                 withheld; 






	  	(c)  	it
will notify the Underwriter within thirty (30) days of the date on which an authorized
officer of the                 Insured, as a result of any notification received from the
Issuer under the Indenture, becomes                 aware of the occurrence of any event
(including, without limitation, an Unfunded Insured Payment)                 that could
reasonably be expected to give rise to a Claim; and 






	  	(d)  	it
will, and will use its reasonable efforts, within its rights and authority under the
Indenture and each                 other Transaction Document, to demand that the Issuer
(i) take all reasonable steps to avoid or                 minimize any Loss; (ii)
cooperate fully with the Underwriter in the investigation of any Claim, the
                resolution of any potential Claim situation and the pursuit of any Claim
salvage; and (iii) not                 enter into any agreement concerning a Loss or
potential Loss without the Underwriter’s prior                 written consent.  Prior to
any Compensation  









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	  	  	payment, subject
to its rights and authority under the                 Indenture and each other
Transaction Document, and in consultation with the Underwriter, the
                Insured will, and will use its reasonable efforts to demand that the
Issuer (i) pursue all                 reasonable diplomatic, legal, administrative,
judicial and other legal means which may be                 reasonably available to
minimize or recover any Loss, and (ii) preserve any legal, judicial and
                administrative remedies applicable to any Claim and furnish reasonable
assistance in maintaining                 any rights or property transferred to the
Underwriter.  The Insured’s rights and authority under                 the Indenture (as
referred to in this subsection (d)) shall include, without limitation, those
                under Section 6.2 of the Indenture. 






6.2    If there are any
material breaches or misrepresentations (i) of the above by the Insured, or (ii) under
the Agreement Regarding the Insurance Policy for Expropriation and Currency
Inconvertibility by the Issuer, the Underwriter may void this Insurance Policy, retain
the premium paid and refuse to compensate the Insured for any Loss. 




ARTICLE VII. CLAIMS AND
SUBROGATION 



7.1    Submission of a
Claim  



	         	(a)  	(i)
The Insured must notify the Underwriter within thirty (30) days after an authorized
officer of                 the Insured has, as a result of any notification received from
the Issuer under the Indenture,                 knowledge of the occurrence of any event
that could reasonably be expected to give rise to a                 Claim.  The Insured
must file a written Claim within ninety (90) days after the Date of Loss, or if
                such day is not a Business Day (as defined in the Indenture), the next
succeeding Business Day,                 which Claim must demonstrate to the Underwriter’s
reasonable satisfaction that the Loss was caused                 by a Political Risk
Event as defined in this Insurance Policy.


(ii) Notwithstanding any other provision of
this Insurance Policy, if a Loss occurs, the                 Underwriter may notify the
Insured that the Waiting Period requirement of Sections 3.1 and 3.2 has
                been waived and request that the Insured file its Claim under Section 7.4
herein, within ten (10)                 Business Days, in exchange for contemporaneous
Compensation; provided that any failure by the                 Insured to file its Claim
within ten (10) Business Days shall not prevent the Insured from making a
                Claim hereunder, so long as such Claim otherwise complies with the terms
of this Insurance Policy; 






	  	(b)  	The
Insured must provide any additional evidence material to the Underwriter’s determination
regarding the                 Insured’s Claim, as reasonably requested by the
Underwriter, in order to prove the Claim.  If the                 Insured does not
provide the additional evidence, as reasonably requested by the Underwriter,
                within seventy-five (75) days of the date of the request, then the
Underwriter may deem the Claim                 withdrawn and shall not pay Compensation
and the Insured shall not submit another Claim based upon                 the same
Political Risk Event.  The responsibility for proving a Claim under this Insurance Policy
                shall at all times rest with the Insured; and 






	  	(c)  	The
Insured may withdraw a Claim up to the day on which Compensation is paid by the
Underwriter.  After                 the Insured has withdrawn a Claim, the Insured may
not submit another Claim based on the same Loss. 







13 of 23 











7.2    Determination of
the Validity of a Claim  



         The Underwriter shall
make a determination regarding the Insured’s Claim, and shall pay Compensation, no later
than the later of (i) the expiration of the Waiting Period, including any extension of
the expiration date thereof pursuant to this Section 7.2, and (ii) the due date of the
next Scheduled Payment subsequent to the Date of Loss, provided the Insured has submitted
a Claim that meets the requirements of Section 7.1(a) and further provided that the
Insured has provided any additional evidence requested by the Underwriter pursuant to
Section 7.1(b) within thirty (30) days of such request, which request will be made not
later than one hundred twenty (120) days after the Date of Loss.  If the Insured provides
the additional evidence after a period greater than thirty (30) days, then the
Underwriter shall extend the date on which it pays Compensation by the number of days
more than thirty (30) that the Insured required to provide such additional evidence.  The
Underwriter shall notify the Insured no less than ten (10) days prior to the date on
which it will pay Compensation. 



7.3    Insured’s
Challenge of the Determination  



         Any action arising out of
this Insurance Policy must be brought against the Underwriter within twelve (12) months
from the date of the Underwriter’s Claim determination or shall be deemed waived. 



7.4    Assignment
and Subrogation  



	  	(a)  	Contemporaneous
with any Compensation payment, the Insured shall assign to the Underwriter, and the
                Underwriter shall be subrogated to (i) all of the Insured’s rights of
recovery against any person                 or organization in respect of the Loss for
which the Compensation is to be paid, (ii) all of the                 Insured’s right,
title and interest in, and its right to receive, all or part of the Unfunded
                Insured Payments(s) that is (are) the subject of the Claim, and (iii) all
of the Insured’s rights                 under the Indenture in respect of the Loss for
which the Compensation is to be paid.  The above                 assignments and
subrogation shall be made in proportion to the amount of Loss for which
                Compensation is to be paid.  All such assignments shall be free and clear
of all claims, defenses,                 counterclaims, rights of setoff and other
encumbrances, except for those defenses relating to the                 Political Risk
Event.  The Insured shall not release the Issuer from its obligations to make
                remittances for Insured Payments under the Indenture that are the subject
of a Claim, provided,                 however that if (i) the Insured shall have received
inconvertible Local Currency or                 non-transferable Policy Currency; and
(ii) at the Underwriter’s request shall have delivered such                 inconvertible
Local Currency or non-transferable Policy Currency to the Underwriter; and (iii) the
                Underwriter, using best efforts, subsequently converts such inconvertible
Local Currency and/or                 transfers such non-transferable Policy Currency, as
the case may be, to the Underwriter’s account                 located in the United
States, then the Insured shall release the Issuer from its obligations to pay
                the amount of dollars so received by the Underwriter in the United
States.  The Insured shall                 execute and deliver all instruments and
documents and do whatever is necessary to secure such                 rights for the
Underwriter.  The Insured shall do nothing to materially prejudice the Underwriter’s
                rights. 






	  	(b)  	In
connection with a Claim under Currency Inconvertibility, as a condition for any
Compensation payment,                 and in addition to the assignments required in
Section 7.4(a) above, but only to the extent that                 the Underwriter has not
otherwise taken assignments of the right to receive funds in accordance
                with the terms of Section 7.4(a) or has otherwise received funds in
respect of any Compensation                 paid, the Insured shall, if required by the
Underwriter, assign and deliver, or cause to be                 assigned and delivered,
to the Underwriter, by draft, subject to collection, or, at the
                Underwriter's option, in cash, the inconvertible  






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	  	  	Local Currency
(the amount of which shall be                 determined by reference to the Reference
Rate of Exchange on the Date of Loss) or nontransferable                 Policy Currency
that is the subject of the Claim.  If the Insured is unable legally to deliver, or
                to cause the delivery of, such currency to the Underwriter, then, in
addition to the assignment                 requirements of Section 7.4(a) above, the
Insured shall assign, or cause to be assigned, to the                 Underwriter right,
title and interest in such currency. 







ARTICLE VIII. GENERAL
CONDITIONS 



8.1    Accounting
Principles  



         All financial statements
and accounts of the Insured, as well as the calculation of any Loss and the amount of any
Compensation payable hereunder, shall be in accordance with the principles of accounting
generally accepted in the Insured’s country, consistently applied and as used by the
Insured in its certified financial statements.  All financial statements and accounts of
Unibanco – União de Bancos Brasileiros S.A. and the Insured shall be in accordance with
the principles of accounting generally accepted in the Host Country or the United States,
as the case may be, consistently applied and as used by the Issuer or the Insured, as the
case may be, in its certified financial statements. 



8.2    Assignment of
Insurance Policy  



         This Insurance Policy and
any rights thereunder shall not be assigned by the Insured without the prior written
consent of the Underwriter; provided, however, that nothing herein is intended to limit
the transfer and sale of the Insured Notes, the transfer or amendment of this Insurance
Policy as a result of the replacement of the Insured, as trustee for the holders of the
Insured Notes, under the terms of the Indenture, or the exchange of the Insured Notes for
similar notes in connection with the Issuer satisfying its obligations under the
Registration Rights Agreement or the delegation of the Insured’s duties and obligations
pursuant to Section 3 of the Agreement Regarding the Insurance Policy for Expropriation
and Currency Inconvertibility. 



8.3    Cancellation of
this Insurance Policy  



	           	(A)  	By
the Insured: 






	                        	  	(i)  	The
Insured may cancel this Insurance Policy effective (a) as of December 15, 2006
                               or on each original December payment date thereafter set
forth in the Indenture (as                                such payment dates are set
forth in Exhibit B hereto) , but only in the event that,
                               at the time that the Insured gives notice to the
Underwriter of its cancellation of                                this Insurance Policy
and on the applicable date on which the cancellation of the
                               Insurance Policy is to be effective, the Insured has
received confirmation from                                Moody’s Investors Service Inc.
that the then current rating of the Insured Notes is                                at
least ‘Baa1’ and that such rating will not be lowered or withdrawn as a result of
                               the cancellation of this Insurance Policy; and (b) as of
December 15, 2008 or on                                each original payment date
thereafter set forth in the Indenture (as such payment
                               dates are set forth in Exhibit B hereto), if at the time
that the Insured gives                                notice to the Underwriter of its
cancellation of this Insurance Policy and on the
                               applicable date on which the cancellation of the Insurance
Policy is to be                                effective, the Issuer has exercised an
Optional Early Redemption or an Early Tax                                Redemption, as
each such term is defined in the Indenture, and the  








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	  	  	  	Insured has
                               received payment from the Issuer on the redeemed notes and
has provided confirmation                                of such payment receipt to the
Underwriter.  (In each of the cases described in                                Sections
8.3(A)(i)(a) and 8.3(A)(i)(b), the applicable date on which the
                               cancellation is to be effective shall be a “Cancellation
Date” and the applicable                                confirmation shall be a “Confirmation
Notice”, as the case may be.) 






	                         	  	(ii)  	The
Insured must provide written notice to the Underwriter of its intent to cancel
                                this Insurance Policy no less than thirty (30) days prior
the corresponding                                 Cancellation Date; provided, that any
such written notice received by the                                 Underwriter prior to
the 30th day prior to the third anniversary date hereof shall
                                be deemed to be a notice to cancel this Insurance Policy
effective on the third                                 anniversary hereof. Such written
notice shall contain copies of the Confirmation                                 Notice
(dated the day that such Confirmation Notice is delivered) confirming that
                                the requirements of Section 8.3(A)(i) of this Insurance
Policy in respect of the                                 Confirmation Notice have been
fulfilled. 






	                         	  	(iii)  	In
the event that the Underwriter determines that the Insured has satisfied the
                                conditions to cancellation as set forth in Section
8.3(A)(i) and 8.3(A)(ii) of this                                 Insurance Policy, the
Underwriter shall notify the Insured in writing (such notice,
                                a “Preliminary Termination Confirmation”) promptly that
such requirements have been                                 satisfied, but in any event
prior to the 20th calendar day after the Insured has
                                submitted notice to cancel the Insurance Policy under
this Section 8.3(A).  Such                                 Preliminary Termination
Confirmation shall specify the date on which the
                                cancellation of this Insurance Policy shall be effective
and the amount of unused                                 premium to be refunded to, or at
the direction of, the Insured in accordance with                                 the
schedule set forth in Exhibit C hereto. 






	                         	  	(iv)  	On
the Cancellation Date, the Insured shall also deliver to the Underwriter a
                                Confirmation Notice dated as of the Cancellation Date.
 No cancellation of this                                 Insurance Policy, pursuant to
this Section 8.3(A), shall be effective unless and                                 until
such Confirmation Notice, dated as of the Cancellation Date, has been
                                delivered to the Underwriter.  Upon the effectiveness of
the cancellation of the                                 Insurance Policy on the
Cancellation Date, the Underwriter shall notify the Insured,
                                in writing, of such cancellation. 






	                         	  	(v)  	Within
20 (twenty) Business Days (as such term is defined in the Transaction
                                Documents) after the Cancellation Date, subject to the
provisions of Section                                 8.3(A)(iii) hereof, the Underwriter
shall pay to, or at the direction of, the                                 Insured the
amount of unused premium specified in such Preliminary Termination
                                Confirmation.  All amounts and dates specified in the
Preliminary Termination                                 Confirmation shall be
determinative and binding on the Underwriter and the Insured,
                                absent manifest error. 









	           	(B)  	By
the Underwriter:  Except as provided for in Section 6.2, the Underwriter may cancel this
                Insurance Policy only for the nonpayment of premium. 





8.4    Complete
Agreement of the Parties; Amendment and Waivers  





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         This Insurance Policy
constitutes the complete agreement between the parties, superseding any prior agreements
or understandings.  The forgoing excludes the Agreement Regarding the Insurance Policy
for Expropriation and Currency Inconvertibility, among the Underwriter, the Insured, and
the Issuer, which, however, shall not supersede the terms of this Insurance Policy.  No
provision of this Insurance Policy may be modified or supplemented except by a written
agreement executed by authorized representatives of the parties. Neither party shall be
deemed to have waived any of its rights under this Insurance Policy, unless expressly so
stated in a written notice by the party waiving such right to the other party. 



8.5    Choice of Law  



         Any issue relating to the
construction, validity or performance of this Insurance Policy shall be governed by, read
and construed in accordance with the laws of the State of New York, in the United States
of America. 



8.6    Disputes
and Arbitration  








	  	(a)  	Any
dispute, controversy or claim arising out of, relating to, or in connection with this
Insurance Policy                 and between the Underwriter and the Insured, shall be
finally settled by arbitration.  The                 arbitration shall be conducted in
accordance with the International Arbitration Rules of the                 American
Arbitration Association in effect at the time of the arbitration. The seat of the
                arbitration shall be New York, New York, in the United States of America,
and shall be conducted in                 English. 






	           	(b)  	The
arbitration shall be conducted by three arbitrators.  The claimant initiating the
arbitration                 shall appoint an arbitrator in its written request for an
arbitration.  The respondent shall                 appoint an arbitrator and so notify
the claimant in writing within 45 days of its receipt of the                 request for
arbitration.  The first two arbitrators appointed in accordance with this provision
                shall appoint a third arbitrator within 45 days after the respondent has
notified the claimant of                 the appointment of its arbitrator.  The third
arbitrator shall serve as chairperson of the                 arbitration. 






	           	(c)  	The
arbitral award shall be in writing, state the reasons for the award, and be final and
binding                 on the parties.  Judgment upon the award may be entered by any
court having jurisdiction thereof or                 having jurisdiction over the
relevant party or asset.  Both the Insured and the Underwriter agree                 that
in no event shall the total amount of any award issued by the arbitration panel against
the                 Underwriter exceed the Maximum Aggregate Limit of Liability in this
Insurance Policy. 





8.7     Disclosure of
Existence of Insurance Policy  



The Insured shall not
disclose the details of this Insurance Policy to any third party, with the exception of
the Insured’s insurance broker, bankers, rating agencies, the Luxembourg Stock Exchange,
potential investors, the Noteholders, the Issuer, and other professional advisors on a
confidential basis, and except as may be required by law, regulation, legal process or
bank examiners, without the prior written consent of the Underwriter, which consent shall
not be unreasonably withheld. 



8.8     False or
Fraudulent Statement, Reports or Claims; Concealment  



         This Insurance Policy
shall become void, and all Claims hereunder shall be forfeited, if the Insured makes any
material statement, report, application or Claim, where an authorized officer of the  



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Insured knew, or could
reasonably be expected to know, that the statement, report, application or Claim was
false or fraudulent, or if the Insured knowingly conceals any material fact, including,
but not limited to, a material change in the Transaction Documents or in the
implementation of the Project. 



8.9     Insured’s
Records  



         Upon reasonable notice to
the Insured, the Underwriter may, at any time, examine or copy any records in the
possession or control of the Insured relating to or connected with this Insurance Policy,
the Issuer, and the Project.  The Insured shall maintain all records for a period of four
(4) years after the expiration of this Insurance Policy.  The Insured shall, at the
request of the Underwriter, take all reasonable steps to obtain for the Underwriter any
and all of the aforesaid information in the possession of any third party relating to or
connected with this Insurance Policy. 



8.10    Modifications  



         The Insured shall not
materially modify the Transaction Documents (including, but not limited to, modifying the
repayment terms of the Insured Notes), without the prior written consent of the
Underwriter (which consent shall not be withheld unreasonably), except such modifications
and amendments which i) do not change materially the Underwriter’s rights and
obligations, ii) do not change materially any rights and obligations to which the
Underwriter may be subrogated to in the event of a Claim, or iii) do not change
materially the risks to which the Insured is exposed and that are covered under this
Insurance Policy. 



8.11   Notices  



         All notices under any
provision of this Insurance Policy shall be in writing and given by prepaid express
courier, certified mail or fax, for the Underwriter, to: Steadfast Insurance Company, c/o
Zurich Emerging Markets Solutions, 1201 F Street, N.W., Suite 250, Washington, DC  20004;
fax number (202) 628-2216; for the Insured, to the Insured at the place indicated in the
Declarations and at the fax number provided by the Insured to the Underwriter. In
addition to giving notices to the Underwriter, notices specifically related to a Claim
under this Insurance Policy shall be sent by prepaid express courier, certified mail or
fax to: Director of Political Risk Claims, Zurich CWS, P.O. Box 307010, Jamaica, NY
11430-7010; fax number (212) 732-7659.  Notice given as described above shall be deemed
to be received and effective upon actual receipt thereof by the addressee or one day
following the date such notice is sent, whichever is earlier. 



8.12   Other
Insurance  



         If the Insured has any
bond, indemnity or insurance which would cover a Loss in whole or in part in the absence
of this Insurance Policy, then this Insurance Policy shall be null and void to the extent
of the amount that could have been recovered or received under such other bond,
indemnity, or insurance.  However, this Insurance Policy shall cover such Loss, subject
to its exclusions, conditions and other terms, only to the extent of the amount of such
Loss in excess of the amount recoverable or received under such other bond, indemnity or
insurance. For the avoidance of doubt, any funds held by the Insured in the Reserve
Account or a similar account shall not be considered a bond, indemnity or insurance for
the purposes of this Section 8.12. 



8.13    Payment of
Premium  



         The Insured shall pay or
cause to be paid the premium to the Underwriter in accordance with the terms of this
Insurance Policy.  The premium shall be paid to the Underwriters in the Policy Currency. 





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8.14   Recoveries  



         After any Compensation
payment hereunder, any sums recovered from any other source in respect of the Loss shall
be paid to the Underwriter until it has completely recovered the following amounts: (i)
the amount of the Compensation payment; (ii) the Underwriter’s reasonable and documented
expenses associated with the Claim; and (iii) the Underwriter’s reasonable and documented
expenses associated with recovery.  Any excess amount remaining after the Underwriter is
made whole shall be paid to the Insured. 



8.15   Counterparts  



         This Insurance Policy may
be executed in separate counterparts, each of which when so executed shall be an
original, and shall together constitute one and the same Insurance Policy. 



8.16    Concerning
the Insured  



         (a)   This Insurance
Policy is entered into by the Insured, acting not individually or personally, but solely
as Trustee under the Indenture, in the exercise of the powers and authority conferred on
and vested in the Trustee under the Indenture. 



         (b)   The undertakings
and agreements herein made on the part of the Insured are made and intended not as
personal undertakings and agreements by the Insured, but are made and intended for the
purpose of binding only the property held in trust pursuant to the Indenture. 



         (c)   Nothing herein
contained shall be construed as creating any liability on the Insured, individually or
personally, to perform any covenant either expressed or implied herein, all such
liability, if any, being expressly waived by the parties who are signatories to this
Insurance Policy and by any person claiming by, or through, or under such parties. 



         (d)    Under no
circumstances shall the Insured be personally liable to the Underwriter for the payment
of any indebtedness or expenses of the Issuer or be liable to the Underwriter for the
breach or failure of any obligation or covenant made or undertaken by the Insured
hereunder. 





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EXHIBIT A  



	Coverage Period  	Coverages  	Limit of Liability  
	December 12, 2003 to December 15, 2008	Expropriation and Currency Inconvertibility	$14,750,000
	December 15, 2008 to July 1, 2014	Expropriation and Currency Inconvertibility	$18,750,000













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	  	EXHIBIT B  
	  	   
	Closing Date: 	December 12, 2003
	Interest Rate: 	7.375
	 	(may be stepped up to 9.375% in accordance with the terms of
	 	Indenture)









	Year 	Principal Balance 	Due Date 	Principal Payment 	Interest Payment1  
	2003	$200,000,000	-------	-------	------- 
	2004	$200,000,000	June 15, 2004	$ -	$14,750,000 
	 	$200,000,000	December 15, 2004	$ -	$14,750,000 
	2005	$200,000,000	June 15, 2005	$ -	$14,750,000 
	 	$200,000,000	December 15, 2005	$ -	$14,750,000 
	2006	$200,000,000	June 15, 2006	$ -	$14,750,000 
	 	$200,000,000	December 15, 2006	$ -	$14,750,000 
	2007	$200,000,000	June 15, 2007	$ -	$14,750,000 
	 	$200,000,000	December 15, 2007	$ -	$14,750,000 
	2008	$200,000,000	June 15, 2008	$ -	$14,750,000 
	 	$200,000,000	December 15, 2008	$ -	$14,750,000 
	2009	$200,000,000	June 15, 2009	$ -	$18,750,000 
	 	$200,000,000	December 15, 2009	$ -	$18,750,000 
	20010	$200,000,000	June 15, 2010	$ -	$18,750,000 
	 	$200,000,000	December 15, 2010	$ -	$18,750,000 
	2011	$200,000,000	June 15, 2011	$ -	$18,750,000 
	 	$200,000,000	December 15, 2011	$ -	$18,750,000 
	2012	$200,000,000	June 15, 2012	$ -	$18,750,000 
	 	$200,000,000	December 15, 2012	$ -	$18,750,000 
	2013	$200,000,000	June 15, 2013	$ -	$18,750,000 
	 	$200,000,000	December 15, 2013	$ -	$18,750,000 
	2014	$200,000,000	June 15, 2014	$200,000,000	$18,750,000 














______________________________________________

1 Assumes that notes are not reddened early by Unibanco  





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EXHIBIT C  



Cancellation Refund
Schedule 





	Effective Cancellation Date  	Amount of Refund of Premium and Fees Due Insured  
	December 15, 2006	$3,713,907.99
	December 15, 2007	$3,211,258.52
	December 15, 2008	$2,724,603.31
	June 15, 2009	$2,458,756.92
	December 15, 2009	$2,197,174.32
	June 15, 2010	$1,939,787.14
	December 15, 2010	$1,686,528.08
	June 15, 2011	$1,437,330.94
	December 15, 2011	$1,192,130.56
	June 15, 2012	$950,862.84
	December 15, 2012	$713,464.72
	June 15, 2013	$479,874.12








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