TERM OF ADHERENCE TO THE SHAREHOLDERS' AGREEMENT OF SUL AMÉRICA S.A.

1. By means of this instrument, ING GROEP N.V., a company duly organized and validly existing under the laws of the Netherlands, with its registered office at Bijlmerplein 888, 1102 MG Amsterdam, the Netherlands, enrolled with the CNPJ under No. 19.378.222/0001-70 ("Adherent"), adheres unconditionally, irreversibly, irrevocably and fully to the Shareholders' Agreement of SUL AMÉRICA S.A., a Brazilian joint-stock company, with registered office at Rua Beatriz Larragoiti Lucas,
121, parte, Cidade Nova, in the city of Rio de Janeiro, State of Rio de Janeiro,
enrolled with the Brazilian taxpayer's registry CNPJ/MF under No.
29.978.814/0001-87 ("Company"), dated as of December 20, 2013, which sets forth the rights and obligations that govern the relationship between certain Company's shareholders, as registered in the Company's head office

("Shareholders' Agreement").
2. Given the assignment, by the shareholder ING INSURANCE INTERNATIONAL B.V., a company duly organized and validly existing under the laws of the Netherlands, with its corporate seat in the Hague and its registered office at Amstelveenseweg 500, 1081 KL Amsterdam, the Netherlands, enrolled with the CNPJ under No. 05.600.904/0001-71 ("Transferring Shareholder") to the Adherent, of Company's Shares (as defined in the Shareholders' Agreement), the Adherent hereby agrees and acknowledges that it shall be subject to the same provisions, rights and obligations applicable to the Transferring Shareholder, pursuant to the Shareholders' Agreement. Moreover, given to the assignment of the Company's Shares by the Transferring Shareholder to the Adherent, the Transferring Shareholder is no more a shareholder of the Company and, consequently, is not a party of the Shareholders' Agreement.
3. In accordance with Section 5.1 of the Shareholders' Agreement, any notice
or communication shall be sent to the Adherent at the following address:

ING Groep N.V. f.a.o. Jan willem vink Bijlmerplein 888 Amsterdam Zip code 1102 MG

The Netherlands
Attn.: Mr. Jan willem vink
Email: Jan-willem.vink@ing.com
With a copy to:

Pinheiro Neto Advogados

Rua Hungria, 1.100
01455-906 - São Paulo - SP Brazil
Attn: Mr. Fernando Alves Meira
Email: fmeira@pn.com.br

JUR_SP - 18493871v2 - 389.304533

4. The Adherent states that has received a copy of the Shareholders' Agreement and has full knowledge of its' terms and conditions, and agrees to perform, comply with and make its representatives perform and comply with all rights and obligations arising from the Shareholders' Agreement.
5. The Company shall take all necessary measures for this instrument, executed by the Adherent, to be registered at the Company's principal place of business as an exhibit to the Shareholders' Agreement.
São Paulo, January 31, 2014

ING Groep N.V.


By:

By:

ALL THE PARTIES OF THE SHAREHOLDERS' AGREEMENT HEREBY ACKNOWLEDGE AND CONFIRM THEIR AGREEMENT WITH THIS TERM OF ADHERENCE:

AMSTERDÃ HOLDINGS LTDA.

By:

SULASA PARTICIPAÇÕES S.A.

By: By:

SULASAPAR PARTICIPAÇÕES S.A.

By: By:

SUL AMÉRICA S.A.

By: By:



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JUR_SP - 18493871v2 - 389.304533

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