0001292814-04-000352 Sample Contracts

Form of Exchange Agent Agreement [Form of Exchange Agent Agreement]
Exchange Agent Agreement • September 17th, 2004 • Bank Bradesco • State commercial banks • New York

Banco Bradesco S.A., a corporation organized under the laws of Brazil (the “Company”) proposes to make an offer (the “Exchange Offer”) to exchange all of its outstanding 8.75% Subordinated Notes due 2013 (the “Old Securities”), of which an aggregate of U.S.$500,000,000 in principal amount is outstanding as of the date hereof for an equal principal amount of newly issued 8.75% Subordinated Notes due 2013 (the “New Securities”). The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus, dated July 30, 2004 (the “Prospectus”), proposed to be distributed to all record holders of the Old Securities. The Old Securities and the New Securities are collectively referred to herein as the “Securities”.

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Contract
Registration Rights Agreement • September 17th, 2004 • Bank Bradesco • State commercial banks • New York

Registration Rights Agreement, dated as of October 24, 2003, by and among Banco Bradesco S.A., acting through its Grand Cayman branch, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Initial Purchaser.

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