0001019155-08-000019 Sample Contracts

ROSSI RESIDENCIAL S.A. AND THE BANK OF NEW YORK, As Depositary, AND HOLDERS AND BENEFICIAL OWNERS FROM TIME TO TIME OF GLOBAL DEPOSITARY RECEIPTS Amended and Restated Deposit Agreement Dated as of April 21, 2000 AMENDED AND RESTATED DEPOSIT AGREEMENT

Deposit Agreement • January 22nd, 2008 • Rossi Residencial S a /Fi • New York

• Contract Type
  Deposit Agreement
• Filed
  January 22nd, 2008
• Company
  Rossi Residencial S a /Fi
• Jurisdiction
  New York

AMENDED AND RESTATED DEPOSIT AGREEMENT dated as of April 21 2000, among ROSSI RESIDENCIAL S.A., a corporation organized under the laws of the Federative Republic of Brazil (“Brazil”) and its successors (the “Company”), THE BANK OF NEW YORK, a New York banking corporation (the “Depositary”), and all Holders and Beneficial Owners, as hereinafter defined, from time to time of Global Depositary Receipts issued hereunder.

Exhibit A to Deposit Agreement

Deposit Agreement • January 22nd, 2008 • Rossi Residencial S a /Fi

• Contract Type
  Deposit Agreement
• Filed
  January 22nd, 2008
• Company
  Rossi Residencial S a /Fi

The Bank of New York as depositary (hereinafter called the "Depositary"), hereby certifies that , or registered assigns IS THE OWNER OF