Fundo Garantidor de Créditos ("FGC") Banco Cruzeiro do Sul ("BCSul") Third Party Fixed Price Tender Offer Q&A

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1 Fundo Garantidor de Créditos ("FGC") Banco Cruzeiro do Sul ("BCSul") Third Party Fixed Price Tender Offer Q&A Financial Questions: 1-Why are the related parties CDs (R$1.0 billion) and secured liabilities (R$800 million) being excluded from the offer? The R$1.0 billion of CDs are held through subordinated quotas of FIDCs owned by BCSul. Consequently, if we applied a haircut on the liability side of the balance sheet we would also need to reflect an offsetting amount on the asset side of the balance sheet, which would not help BCSul's net worth. Therefore, we will offset such amount on the asset and liability sides of the balance sheet without a haircut. The R$800 million of secured liabilities represented by CDs secured by BCSul's credit portfolio are effectively senior to BCSul's senior unsecured debt. Therefore, we have not applied a haircut to these secured liabilities. 2-What is the methodology for provisioning of legal liabilities? Legal liabilities are provisioned, in accordance with Brazilian GAAP, based on legal analyses of external legal counsel. Based on these analyses, the legal liability is classified as: -- Remote risk of loss: Zero provisioned; -- Possible risk of loss: Zero to 50% provisioned, and the possible liabilities are disclosed; and -- Probable risk of loss: 100% provisioned. 3-Do you expect inconsistencies in the credit portfolio to be reversed to performing loans? i.e. - Will provisions described in Note 1b to the balance sheet result in real loans? No. We do not foresee any chance of that. 4-What are the credit portfolio metrics that are driving BCSul's negative net worth (aside from fraudulent transactions)? In addition to the assets in FIDCs totaling R$ 5.2 billion and represented by subordinated quotas owned by BCSul that will be repaid as each FIDC reaches maturity, the metrics of the credit portfolio are as follows:

2 Balance Sheet as of June 4, 2012 In R$ Billion Total credit portfolio on the balance sheet (Loan Operations) 2.80 Adjustments (0.25) Net Credit Portfolio 2.55 Credit portfolio assigned to other financial institutions with recourse kept on the balance sheet as per Central Bank Resolution No. 3,533 (Obligation for sale or transfer of Financial Assets) (1.40) Credit portfolio collateral for CDs (0.80) Available Credit Portfolio In the adjusted accounts, BCSul wrote down R$196 million of deferred tax assets due to "no expectation of generation of future taxable profit." However, it noted that "if the bank is acquired by a financial institution which has taxable profit, such amounts may be used." Why was no mention made of the potentially huge tax asset (over R$1.0 billion) stemming from the recent R$3.1 billion write-down? In principle all provisioned amounts related to frauds would not be eligible for future tax credits. The eligibility of any other provisioned amounts will depend on the Brazilian fiscal laws as some of the adjustments might not be eligible either. However, should a potential acquirer of BCSul determine that there is some value in tax credits following its analysis of BCSul, it might increase their purchase offer for BCSul and consequently increase the purchase price. The amount of the purchase price exceeding R$1.00 will be distributed to bondholders, local investors and the FGC proportionally based on the amount each contributed to the reduction of BCSul s negative net worth. 6- Please identify the amount of assets booked on the balance sheet with recourse that were sold by BCSul to third parties through FIDC structures and on which creditors no longer a have claim? Assets assigned to FIDCs (with risk retention) and other financial institutions (with recourse to BCSul) are accounted for as "Obligation for sale or transfer of Financial Assets" and totaled R$1.4 billion. 7-On the balance sheet, please identify line items and the size of any and all secured liabilities (deposits and otherwise) that have priority claim over senior creditors? There are R$793.0 million of secured CDs which are accounted for as time deposits on the balance sheet, calculated as of September 12, Please see question #4 for further details.

3 8-On the balance sheet as of June 4, 2012, what is the breakdown of time deposits (R$5.1 billion) and obligation for sale or transfer of financial assets (R$1.4 billion) The breakdown of time deposits is as follows: Unsecured Products (Excluding Related Parties and Secured Funds) Balance R$ Million 04/Jun/2012 CDB CLIENTS (Non-guaranteed) R$ CDB CLIENTS (guaranteed by the FGC up to R$70,000 per taxpayer) R$ DPGEs R$ 2, SUB-TOTAL R$ 2,747,60 Related Parties Balance 04/Jun/2012 CDB FIDCs and MULTICRED R$ 1, SUB-TOTAL R$ 1, Secured Funds Balance 04/Jun/2012 CDB FUNDO GAMA R$ SUB-TOTAL R$ TOTAL R$ 5, The R$1.4 billion relates to "Obligation for sale or transfer of Financial Assets" as described in question #7 above. 9- What are the differences between the balance sheet as of June 4, 2012 and the amounts used to calculate the split of the losses among investors? The amounts used to calculate the split of the losses among investors is a forecast of the liabilities of BCSul, excluding "secured funds" and related parties funds" and the interest payments and maturities occurring through September 12, 2012: Unsecured Products (Excluding Related Parties and Secured Funds) Balance (Forecast) 12/Sep/2012 R$ Million CDB CLIENTS (Non-guaranteed) R$ CDB CLIENTS (guaranteed by the FGC up to R$70,000 per taxpayer) R$ CDI (interbank Market) R$ 2.60 DPGEs R$ 1, LETRAS DE CREDITO DO AGRONEGOCIO R$ 6.60

4 LETRAS FINANCEIRAS R$ Bonds Overseas R$ 3, TOTAL R$ 5, Currently, is BCSul generating positive results? No. The income currently generated by the accrual of the credit portfolio is not sufficient to cover BCSul's ongoing expenses. 11-What is the total exposure and breakdown of FGC to BCSul? Is the entirety of this exposure guaranteed? Please add details on FGC off-balance sheet fund exposure via investment fund quotas (how much via Omega fund, Gama fund, etc) as well as eventual direct credit assignments backed by receivables. The total exposure of the FGC to BCSul is set forth below. We disregard Fundo Gama and Fund ABC, which amount to R$793.3 million and R$1.9 billion respectively (calculated as of September 12, 2012), as both are secured by a credit portfolio of BCSul. FGC's Exposure Balance (Forecast) 12/Sep/2012 R$ Million CDB CLIENTS (guaranteed by the FGC up to R$70,000 per taxpayer) R$ DPGEs R$ 1, TOTAL R$ 1,949, How much of existing credit assignments with co-obligation were entered into with other banks? Please provide a breakdown. Are there any existing operational agreements with those banks regarding credit portfolio assignments? What is the expected delinquency on those portfolios that will be charged back to BCSul by nature of the co-obligation feature? The amount of assets assigned to other financial institutions totaled R$1.4 billion. Existing agreements to assign assets to other financial institutions were suspended after the implementation of the RAET. As no inconsistencies were identified in loans relating to assets assigned to other financial institutions, we estimate that the potential delinquency rate is approximately 1%. Tender Offer and Liquidation Questions: 1-Why did the FGC choose to launch a debt restructuring without previously engaging creditors in constructive negotiations as is typically done? Because we are dealing with an usual situation in that we were trying to avoid an extrajudicial liquidation (liquidação extrajudicial) of BCSul by the Central Bank upon

5 publication of the special balance sheet of BCSul as of June 4, This is not a debt restructuring, but an attempt to avoid major loss to investors if BCSul is liquidated. We strongly believe we are offering investors abroad and in Brazil the best solution given the circumstances. 2-If the 2012's are pari passu with the other Senior Notes, why is the price of the 2012's higher? Because we are not dealing with defaulted assets yet. Accordingly, the haircut applied was calculated taking into account the maturity of the notes and their seniority. 3-What are the FGC's views with respect to a liquidation event / recovery value, as well as the process of how liquidation of BCSul would occur? BCSul could be liquidated at any time after September 12, 2012 in the event the FGC notifies the Central Bank that the tender offer has been unsuccessful and/or a potential acquirer of BCSul has not entered into a binding agreement to purchase BCSul. Liquidation would be the worst scenario for all parties involved. Due to the substantial expense and uncertainty associated with a liquidation, investors are likely to recover substantially less than their investment (and possibly nothing). Any liquidation would involve delays and significant legal and other expenses, and investors would be subordinated to certain claims that would be statutorily senior, such as labor and tax claims, or effectively senior, such as secured claims (up to the value of the security interest). 4-Why are the Subordinated Notes being offered value if the liquidation value is zero? Because we are not dealing with defaulted assets yet. Accordingly, the haircut applied was calculated taking into account the maturity of the notes and their seniority. 5-In the event of a possible Central Bank intervention, and subsequent liquidation proceedings, what will be the denomination of existing liabilities, including those that are USD-denominated? In the event of an extra-judicial liquidation of BCSul by the Central Bank, a liquidator would be appointed and Brazilian insolvency regime would come into effect. All of the liabilities of BCSul (whether domestic or foreign) would be subject to the Brazilian insolvency regime and accordingly, all foreign denominated liabilities (including USDdenominated liabilities) would be converted into Brazilian reais (BRL) as of the date of the Central Bank intervention. 6-If BCSul is liquidated (rather than sold), would the over 300 agreements with different public municipal, state and federal entities around the country be transferable to a buyer or would they be lost?

6 They will be lost as all agreements with public institutions belong to BCSul and would not be transferable. 7-What is a likely timeframe for a liquidation process based on any recent relevant experiences? It is difficult to estimate a timeframe but any liquidation process will likely take a significant amount of time. For example, Bamerindus was liquidated in 1996 and the liquidation process is ongoing. 8-What would be the remuneration/interest rate accrued on the liabilities in the event of Central Bank intervention? It will be the TR (Taxa Referencial). It is an index calculated by the Central Bank, taking into account the base CD s pre-fixed weighted average monthly interest rate of the 30 largest Brazilian financial institutions, excluding the two highest and the two lowest average rates. However, payments to beneficiaries will be made in proportion to the amount of available assets. Other Questions: 1-Who are the potential buyers that are bidding on BCSul? As set out in item 7.6 of the Material Fact issued on August 14, 2012, potential buyers of BCSul must be financial institutions already operating in Brazil and which meet the following requirements: (i) minimum shareholders' equity required of R$2.5 billion; (ii) the provision of guarantees for the minimum capital contribution required, which shall be made in cash; (iii) no credit risk due to restructuring of funding transactions entered into with the FGC which could compromise its future financial condition; and (iv) no pending issues with the Central Bank which could prevent an immediate approval by the Central Bank. 2-Has a purchase agreement for BCSul been agreed and if so at what price? No purchase agreement has been agreed. 3-Is there an expectation that the purchase price will create Excess Value? No purchase agreement or price has yet been agreed. We believe that if the tender offer is successful, BCSul would have sufficient value to receive an offer in excess of R$ How will the FGC assure that BCSul is sold at the maximum value possible in the context of investor interest? The FGC will receive closed offers and will accept the best financial offer.

7 5-What will be the key criteria used by the FGC in determining the winner of BCSul's sale? The best financial offer. 6-What will be the formula of investor remuneration for any upside in the sale value of BCSul? Any amounts of the sale price that exceed R$1.00 will be distributed to bondholders, local investors and the FGC proportionally based on the amount of contribution by each of them to BCSul s negative net worth, as further set out in item 7.12 of the Material Fact issued on August 14, 2012: "The burden for eliminating the negative shareholders' equity of BCSul will be shared equally amongst foreign creditors, unsecured or partially secured national creditors and the FGC (for the amounts which have the benefit of guarantees) proportionally to each individual participation in the capitalization of BCSul. Should any material change occur during the tender offer period which reduce the amount of the negative shareholders' equity at the end of the tender offer, including a higher offer price by a potential buyer, such excess cash will be shared equally amongst BCSul's creditors (including the FGC) by reducing the discount to be applied at settlement." 7-If there is an upside in the sale value, when and how will the investors be reimbursed? This amount will be added to the consideration of the tender offer and paid as a single payment to each investor on the settlement date of the tender offer. 8-How much of a haircut are local creditors receiving and what has been their response? The haircut applied to local creditors is substantially the same as the haircut applied to international bondholders, which is an average of 49.3%, calculated taking into account the maturity of the notes and their seniority. We still do not have a report reflecting the current response level of local creditors.