Exhibit 1(a)

"BYLAWS OF PETROBRAS

Chapter I: Nature, Headquarters and Object of the Corporation

Art. 1 - Petroleo Brasileiro S.A. - Petrobras is a mixed joint stock corporation
controlled by the Federal Government, of indeterminate duration, to be governed
by the terms and conditions of the Joint Stock Corporation Law (Law n(0) 6,404
of 15 December 1976) and by these Bylaws.

Sole paragraph: The control of the Federal Government shall be exercised by
means of the ownership and possession of at least fifty percent plus one share
of the Corporation's voting capital.

Art. 2 - Petrobras has its headquarters and legal venue in the city of Rio de
Janeiro, State of Rio de Janeiro, and may establish, either in the country or
abroad, branch-offices, agencies, sub-branches and offices.

Art. 3 - The Corporation has as its object the research, mining, refining,
processing, trade and transport of oil from wells, shale and other



rocks, its derivatives, natural gas and other fluid hydrocarbons, in addition to
other energy related activities; it may promote the research, development,
production, transport, distribution and marketing of all forms of energy, as
well as other related activities or alike ones.

Paragraph 1 - Economic activities related to the corporate object shall be
developed by the Corporation on a free competition basis with other companies
according to market conditions, due consideration given to further principles
and guidelines of Law n(0) 9,478 of 6 August 1997 and of Law n(0) 10,438 of 26
April 2002.

Paragraph 2 - Petrobras may, directly or through its subsidiaries, either
associated or not with third parties, perform in the Country or away from the
domestic territory any of the activities within its corporate object.

Chapter  II:  Corporate  Capital,  Shares and  Shareholders.

Art. 4 - The corporate capital of Petrobras is R$16,291,561,324.68 (sixteen
billion two-hundred and ninety-one million five-hundred and sixty-one thousand
three-hundred and twenty-four reais and sixty-eight cents), divided into
1,086,104,087



(one billion and eighty-six million one-hundred and four thousand and
eighty-seven) shares, all of them book entry shares, without nominal value, of
which 634,168,418 (six-hundred and thirty-four million one-hundred and
sixty-eight thousand and four-hundred and eighteen) common shares, and
451,935,669 (four-hundred and fifty-one million nine-hundred and thirty-five
thousand six-hundred and sixty-nine) preferred shares.

Paragraph 1 - The Company is authorized to increase the corporate capital
irrespective of an amendment of the Bylaws upon deliberation of the Board of
Directors up to R$30,000,000,000.00 (thirty billion reais) and up to the
quantitative limit of 200,000,000 (two-hundred million) shares by means of the
issuance of preferred shares to be paid in: a) in currency; b) in goods, subject
to the prior deliberation of the General Meeting evaluating them (item IV of
Art. 122 of the Joint Stock Corporation Law; c) by means of credit
capitalization.

Paragraph 2 - Increases of the corporate capital by means of the issuance of
common shares must be previously submitted to the deliberation of the General
Meeting.



Paragraph 3 - At the Board of Directors' discretion the preemptive right may be
excluded or the 30(thirty)-day term for its exercise may be reduced for old
shareholders in the issuances of shares, debentures convertible to shares and
subscription bonds, the placement of which shall be made by means of the sale at
stock exchanges or by public subscription, as well as by exchange for shares, in
a public offer of control acquisition according to articles 257 and 263 of the
Joint Stock Corporation Law.

Paragraph 4 - By deliberation of the Board of Directors the Corporation may
acquire its own shares to keep them in the treasury, for canceling or subsequent
disposal, up to the amount of the balance of profits and available reserves,
except the legal reserve, without decrease of the corporate capital, in
compliance with the prevailing legislation.

Paragraph 5 - The corporate capital may be increased by means of the issuance of
preferred shares, without following any proportion in respect of the common
shares, in compliance with the legal limit of two-thirds of the corporate



capital as well as complying with the preemptive right of all the shareholders.

Art. 5 - The shares of the Corporation shall be common shares entitled to vote
and preferred shares, the latter always without vote entitlement.

Paragraph 1 - Preferred shares shall not be convertible to common shares, or
vice-versa.

Paragraph 2 - Preferred shares shall have priority in case of capital
reimbursement and in the distribution of the 5% (five percent) minimum dividend,
calculated on the part of the capital represented by such kind of shares, or
3%(three percent) of the net value of the share, always with the greater
prevailing, with a participation equal to the common shares in corporate capital
increases deriving from the incorporation of reserves and profits.

Paragraph 3 - Preferred shares shall participate non-cumulatively on equal
conditions with the common shares in the distribution of dividends whenever the
latter are greater than the minimum percentage as guaranteed to them in the
preceding paragraph.

Art. 6 - Shares shall be paid-in in accordance



with the rules established by the General Meeting or by the Board of Directors,
depending upon the body that authorized the capital increase within the
authorized limit. In case of a shareholder's default and irrespective of
questioning, the Corporation may initiate the execution and determine the sale
of the shares for that shareholder's account and risk.

Art. 7 - The shares of the Corporation, all of them book entry shares, shall be
kept in the name of their holders in a deposit account of a financial
institution authorized by the Brazilian Securities and Exchange Commission
(Comissao de Valores Mobiliarios - CVM) without the issuance of certificates.

Art. 8 - Shareholders shall be entitled in each fiscal year to dividends and/or
additional payment on shareholders' equity, which must not be less than 25%
(twenty-five percent) of the net profit adjusted according to the Joint Stock
Corporation Law, and divided pro-rata by the shares into which the capital of
the Corporation is divided.

Art. 9 - Except deliberation by the General Meeting, the Corporation shall make
the payment of the dividends and of the additional payment on



shareholders' equity within a 60 (sixty)-day deadline as of the date they are
announced and, in any case, within the corresponding fiscal year in compliance
with the pertinent legal rules.

Sole paragraph - Upon deliberation by the Board of Directors the Corporation may
advance amounts to its shareholders as dividends or additional payment on
shareholders' equity, and adjusted by the SELIC rate as of the date of the
actual payment until the closing of the respective fiscal year in the manner
foreseen in article 204 of Law n(0)6,404 of 1976.

Art. 10 - Dividends not claimed within 3 (three) years as of the date they were
placed at the shareholders' disposal shall prescribe in behalf of the
Corporation.

Art. 11 - The amounts of the dividends and interests, as compensation on
shareholders' equity, due to the National Treasury and to the other
shareholders, shall be subject to financial charges equivalent to the SELIC rate
as of the closing of the fiscal year until the actual collection or payment,
without detriment to the incidence of interests on arrears, when such



collection does not take place on the date set by the General Meeting.

Art. 12 - In addition to the Federal Government in its capacity as controlling
shareholder of the Corporation, individuals or legal entitites, either
Brazilians or foreigners, either residents or not in the country, may be
shareholders.

Art. 13 - The shareholder may be represented at the General Meetings in the
manner foreseen in Art. 126 of Law n(0) 6,404, of 1976, either presenting at
that moment or by depositing previously the voucher issued by the depository
financial institution together with the identity document or a power-of-attorney
with special powers.

Paragraph 1 - The representation of the Federal Government at the General
Meetings of the Corporation shall be in accordance with the specific federal
legislation.

Paragraph 2 - At the Shareholders' General Meeting that deliberates about the
election of the members of the Board of Directors the entitlement to vote of the
shareholders who are holders of preferred shares is conditional upon compliance
with the condition established in paragraph 6 of art. 141



of Law n(0) 6,404, of 1976, of proven uninterrupted ownership of the stock
participation during a period of, at least, 3 (three) months immediately prior
to the holding of the General Meeting.

Chapter III: Subsidiaries and Affiliates

Art. 14 - For the strict performance of activities related to its corporate
object Petrobras may, according to the authority granted by Law n(0) 9,478 of
1997, set up subsidiaries as well as associate itself, either majoritarily
and/or minoritarily, with other companies.

Art. 15 - In compliance with Law n(0) 9,478 of 1997 Petrobras and its
subsidiaries may acquire shares or quotas of other companies, participate in
specific purpose companies, as well as associate themselves with domestic or
foreign companies, and constitute with them consortia, either as leader-company
or not, with the purpose of expanding activities, combining technologies and
enlarging investments applied in activities related with its object.

Art. 16 - The subsidiary and controlled corporations shall follow the
deliberations of their respective management bodies, which shall be bound by the
guidelines and the strategic planning



adopted by the Board of Directors of Petrobras, as well as the regular corporate
rules established by Petrobras by means of guidance of technical,
administrative, accounting, financial and legal nature.

Sole paragraph - The relations with the subsidiary, affiliated and controlled
companies shall be through the intermediary of a member of the Board of
Executive Officers in accordance with the guidelines set up by the Board of
Directors.

Chapter IV: Management of the Corporation

Section I - Board Members and Officers

Art. 17 - Petrobras shall be managed by a Board of Directors with deliberative
functions, and a Board of Executive Officers.

Art. 18 - The Board of Directors shall comprise at least five and up to nine
members elected by the Shareholders' General Meeting, which shall designate the
Chairman of the Board of Directors from among them, all with a term of office
that may not be longer than 1 (one) year, with re-election permitted.

Sole paragraph - In case the office of the Chairman of the Board of Directors
becomes vacant, the substitute shall be elected at the first next



regular meeting of the Board of Directors until the next General Meeting.

Art. 19 - In the election procedure of the members of the Board of Directors by
the Shareholders' General Meeting the following rules shall be complied with:

I - Minority shareholders are entitled to elect one of the members of the Board
of Directors, if no greater number is assigned to them by the multiple vote
procedure.

II - Shareholders of preferred shares holding jointly at least 10% (ten percent)
of the corporate capital, with the exclusion of the controlling shareholder, are
entitled to select and to remove 1 (one) member of the Board of Directors in a
separate voting procedure at the General Meeting; the rule contained in
paragraph 4 of art. 8 of Law n(0) 10,303, of 31 October 2001, is not applicable
to the Corporation.

III - Whenever the election of the Board of Directors is cumulatively performed
by the multiple vote procedure and the holders of common and preferred shares
exercise the right to elect a member, the right shall be ensured to the Federal
Government to elect the members of the Board of



Directors in a number equal to the number of those elected by the other
shareholders plus one, irrespectively of the number of members of the Board of
Directors established in art. 18 of these Bylaws.

Art. 20 - The Board of Executive Officers shall comprise a Chief Executive
Officer, chosen from among the members of the Board of Directors, and up to six
Officers elected by the Board of Directors from among Brazilians residing in the
country, with a term of office that may not be longer than 3 (three) years, with
re-election permitted, and who may be removed at any moment.

Paragraph 1 - The choice and election of the Officers by the Board of Directors
shall consider their professional qualification, notorious knowledge and
specialization in the respective contact area in which these administrators will
act, in accordance with the Basic Organizational Plan.

Paragraph 2 - The members of the Board of Executive Officers shall perform their
duties on a full-time basis schedule and with exclusive dedication to Petrobras;
however, the concurrent exercise of administrative duties in subsidiaries,



controlled and affiliated companies of the Corporation shall be permitted at the
discretion of the Board of Directors according to the Good Practices Code as per
item VII of art. 29 of these Bylaws.

Paragraph 3 - The Chief Executive Officer and the Officers shall be entitled
annually to 30 (thirty) days vacation, to be granted by the Board of Executive
Officers; the payment in double of the compensation concerning the vacation
period not enjoyed is prohibited.

Art. 21 - The installation in an administrative office of the Corporation must
comply with the conditions established by arts. 147 and 162 of Law n(0) 6,404,
of 1976; likewise nobody who has ancestors, descendants or collateral relatives
in the Board of Directors, in the Board of Executive Officers or in the Audit
Board (Conselho Fiscal) may be installed in an office.

Art. 22 - Members of the Board of Directors and Officers shall be installed in
their offices by signing installation deeds in the book of minutes of the Board
of Directors and of the Board of Executive Officers, respectively.



Paragraph 1 - The installation deed must contain under penalty of nullity:

(i) the indication of at least one domicile where the administrator may receive
service of process and summons in administrative and judicial procedures related
to acts of his (her) performance, and which shall be deemed as served by means
of the delivery at the domicile so indicated; the latter may only be altered by
a written communication to the Corporation;

(ii) his (her) compliance with the contracts possibly signed by Petrobras with
stock exchanges or over-the-counter market entities organized and accredited at
the Brazilian Securities and Exchange Commission (Comissao de Valores
Mobiliarios - CVM) with the purpose of adopting corporate governance standards
set up by such entities, accepting liability in respect of the fulfillment of
such contracts and respective regulations or differentiated practices of
corporate governance, if such is the case; and

(iii) compliance with the arbitration clause set forth in article 58 of these
Bylaws.

Paragraph 2 - The installation of a member of the Board of Directors who is a
resident or domiciled



abroad is conditional upon the appointment of a representative who resides in
the country, with powers to receive service of process in proceedings initiated
against such member based on the corporate legislation, by means of a
power-of-attorney with a validity term of at least 3 (three) years after the end
of the term of office of the member.

Paragraph 3 - Prior to their installation and also upon departing from their
office, the members of the Board of Directors and of the Board of Executive
Officers shall submit a statement of assets to be filed in the Corporation.

Art. 23 - The members of the Board of Directors and of the Board of
Executive Officers shall be liable, according to art. 158 of Law n(0) 6,404, of
1976, individually and solidarily, for the acts practiced and for the losses to
the Corporation resulting therefrom. They are prohibited from participating in a
deliberation concerning operations involving companies in which they take part
with more than 10% (ten percent), or in which they have held a management
position in the period immediately prior to the installation in the Corporation.



Paragraph 1 - The Corporation shall ensure the defense in judicial and
administrative proceedings in respect of its present and past managers, in
addition to a permanent insurance contract in behalf of them to keep them
harmless from liabilities due to act deriving from the performance of the office
or function covering the whole time period during which they performed their
respective terms of office.

Paragraph 2 - The guarantee provided for in the preceding paragraph covers the
Audit Board (Conselho Fiscal) members as well as all employees and agents who
legally act upon delegation by the managers of the Corporation.

Art. 24 - A member of the Board of Directors who fails to attend 3 (three)
consecutive meetings without a justified reason or license granted by the Board
of Directors shall forfeit his office.

Art. 25 - In the event of a vacancy in the office of member of the Board of
Directors, a substitute shall be appointed by the remaining members of the Board
of Directors and shall perform so up to the next General Meeting, as provided in
art. 150 of Law n(0) 6,404 of 1976.



Sole paragraph - The member of the Board of Directors or the member of the Board
of Executive Officers elected in replacement shall complete the term of office
of the member he (she) is replacing, and once this term has elapsed he (she)
shall remain in the office until the installation of his successor.

Art. 26 - The Company shall be represented in the Courts or outside them by its
Board of Executive Officers, individually by its Chief Executive Officer or by
two Officers jointly, who may appoint proxies or representatives.

Art. 27 - The Chief Executive Officer and the Officers may not be absent from
their office for more than 30 (thirty) days without being licensed or authorized
by the Board of Directors.

Paragraph 1 - According to item IV of art. 38 it is incumbent upon the Chief
Executive Officer to designate from among the Officers his possible substitute.

Paragraph 2 - In the event of absence or impediment of any Officer, his
functions shall be taken over by a substitute chosen by him from among the other
members of the Board of Executive



Officers or one of his direct subordinates, the latter until maximally 30
(thirty) days.

Paragraph 3 - In case a subordinate is indicated, conditional upon approval by
the Chief Executive Officer the former shall take part in all routine activities
of the Officer, including attendance at meetings of the Board of Executive
Officers, in order to deal with matters of the contact area of the respective
Officer, without, however, exercising the voting right.

Section II - Board of Directors:

Art. 28 - The Board of Directors is the highest-level guiding and directing body
of Petrobras; it is incumbent upon it:

I - to set the overall direction of the business of the Corporation, defining
its mission, its strategic goals and guidelines;

II - to approve the strategic plan as well as the pluri-annual and annual
programs of expenditures and investments;

III - to fiscalize the Officers' management and to establish their assignments,
examining at any moment whatsoever the books and documents of the Corporation;

IV - to evaluate performance results;



V - to approve every year the amount above which acts, contracts or operations,
although up to the competence of the Board of Executive Officers, particularly
those provided for in items III, IV, V, VI and VIII of art. 33 of these Bylaws,
must be submitted to the approval of the Board of Directors;

VI - to deliberate about the issuance of debentures not convertible into shares
and without real estate guarantee;

VII - to set up the overall policies of the Corporation, including those
concerning the strategic, commercial, financial, investment, environmental and
human resources management;

VIII - to approve the conveyance of the ownership of assets of the Corporation,
including concession agreements and authorization regarding oil refining,
natural gas processing, transport, import and export of oil, its derivatives and
natural gas, with the possibility of limiting the value for performing such acts
by the Board of Executive Officers;

IX - To deliberate about a capital increase by means of the issuance of
preferred shares within



the authorized limit, as per paragraph 1st of art. 4 of these Bylaws.
Art. 29 - It is incumbent exclusively upon the Board of Directors to deliberate
about the following matters:

I - the Basic Organizational Plan and its amendments as well as the assignment
to the Officers, upon the Chief Executive Office's proposal, of duties
corresponding to the contact areas defined in the plan referred to;

II - authority to acquire shares issued by the Company to remain in treasury or
canceling, as well as subsequent disposal of such shares, in compliance with the
legal, regulatory and statutory provisions;

III - approval of the exchange of securities issued by the Corporation;

IV - election and removal of the members of the Board of Executive Officers;

V - the setting up of subsidiaries, participations in controlled or affiliated
companies, or the termination of such participation, as well as the acquisition
of shares or quotas of other companies;



VI - to call a Shareholders' General Meeting in the cases provided for in the
law, and the publishing of the respective notice at least 15 (fifteen) days in
advance;

VII - approval of a Code of Good Practices and of its in-house regulation, which
must provide for the designation of the Rapporteur and the organization of
Committees of the Board of Directors composed of some of its members with
specific assignments regarding the analysis and recommendation in respect of
certain matters;

VIII - approval of the Corporate Governance Guidelines of Petrobras;

IX - choice and removal of independent auditors, who will not be allowed to
render consultancy services to the Corporation during the effectiveness of the
contract;

X - the report of the management and the accounts of the Board of Executive
Officers;

XI - the setting up of the Business Committee and approval of the assignments
and operational rules of such Committee consistent with the Basic Organizational
Plan, and which must be publicized to the market in summary at the time the
financial



statements of the Corporation are published or when they are altered;

XII - matters which, in view of a legal provision or upon instruction by the
General Meeting, are subject to its deliberation.

Sole paragraph - The Business Committee set forth in item XI shall submit to the
Board of Executive Officers its opinion concerning the corporate matters
involving more than one business area, as well as those the importance and
relevance of which require a broader debate.

Art. 30 - The Board of Directors may order inspections, audits or rendering of
accounts of the Corporation, including the hiring of specialists, experts or
external auditors, in order to inform more about the matters submitted to its
deliberation.

Art. 31 - The Board of Directors shall meet with the attendance of the majority
of its members, upon being called by its Chairman or by the majority of its
members, in a regular meeting at least every 30 (thirty) days and in a special
meeting whenever necessary.

Paragraph 1 - If required, the members of the Board of Directors may participate
in a meeting by



telephone, video-conference or other communication means capable of ensuring an
effective participation and the authenticity of the respective vote. In such
event the member of the Board of Directors shall be deemed as present at the
meeting and his vote shall be deemed valid for all legal purposes and
incorporated into the minutes of the meeting in point.

Paragraph 2 - Matters submitted to the appreciation of the Board of Directors
must be accompanied by the decision of the Board of Executive Officers, by the
statements of the technical area or of the competent Committee, plus a legal
opinion whenever necessary for examining the matter.

Paragraph 3 - The Chairman of the Board of Directors, at his own initiative or
at the request of any of its Members, may call Officers of the Corporation to
attend the meetings and to render clarifications or information in respect of
the subjects being considered.

Paragraph 4 - The deliberations of the Board of Directors shall be taken by the
vote of the majority of the Members in attendance and shall be recorded in the
pertinent minute book.



Paragraph 5 - In case of a tie, the Chairman of the Board of Directors may cast
the deciding vote.

Section III - Board of Executive Officers

Art. 32 - The management of the business of the Corporation is incumbent upon
the Board of Executive Officers in compliance with the mission, goals,
strategies and guidelines established by the Board of Directors.

Art. 33 - It is incumbent upon the Board of Executive Officers:

I - to work out and to submit to the approval of the Board of Directors:

a) the bases and guidelines for working out the strategic plan as well as of the
annual programs and the pluri-annual plans;

b) the strategic plan as well as the respective pluri-annual plans and annual
programmes of expenditures and investments of the Corporation with the
respective projects;

c) the cost and investment budgets of the Corporation;

d) the assessment of the result of the performance of the activities of the
Company;

II - to approve:



a) the technical-economic appraisal criteria for investment projects with the
respective liability delegation plans for their execution and implementation;

b) the criteria for the economic use of producing areas and the minimum
coefficient of oil and gas reserves in compliance with the specific legislation;

c) the price policy and basic price structures of the products of the
Corporation;

d) accounting plans, basic criteria for establishing results, the amortization
and depreciation of invested capitals and changes in the accounting practices;

e) handbooks and rules in respect of accounting, finances, personnel management,
the hiring and implementation of works and services, the supply and disposal of
materials and equipment in respect of operation and others required to guide the
functioning of the Corporation;

f) rules concerning the assignment of the use, the renting or leasing of
real-estate owned by the Corporation;

g) the yearly insurance plan of the Corporation;

h) the basic structure of the bodies of the



Corporation and their respective Organizational Rules as well as to set up, to
transform or to extinguish operational or corresponding bodies, as well as
temporary work bodies, agencies, branches, bureaus and offices, in the country
and abroad;

i) plans providing for the admission, career, access, benefits and disciplinary
regime of the employees of Petrobras;

j) the assignment of the staff of the bodies of the Corporation;

k) the designation of the incumbents of the High-Level Management of the
Corporation;

l) the annual business plans;

m) the setting up of consortia, joint ventures and specific purposes companies
in the country and abroad;

III - to authorize the raising of funds, signing of loan agreements and
financings in the country and abroad, including by way of the issuance of
securities;

IV - to authorize the rendering of secured or fiduciary guarantees, in
compliance with the pertinent legal and contractual provisions;

V - to authorize the acquisition, in accordance with the specific legislation,
of real-estate



goods, ships and maritime drilling and production units, as well as the
encumbrance and the disposal of assets of the Corporation;

VI - to authorize the disposal or encumbrance of shares or quotas of companies
in which the Corporation owns more than 10% (ten percent) of the corporate
capital, as well as the assignment of rights in consortia or joint ventures in
which the Corporation owns more than 10% (ten percent) of the investment; limits
may be established for delegating the practice of such acts to the Chief
Executive Officer or the Officers;

VII - to authorize the signing of conventions or contracts with the Federal
Government, the States, the Federal District and the Municipalities, with the
possibility of setting value limits for delegating the exercise of such acts to
the Chief Executive Officer or to the Officers;

VIII - to authorize in the form of specific legislation the waiving of acts or
judicial or extrajudicial transactions extinguishing lawsuits or pending issues,
with the possibility of setting value limits for delegating the exercise of such
acts to the Chief Executive Officer or to the Officers;



IX - to follow up and control the activities of the subsidiaries and companies
in which Petrobras participates, or with which it is associated;

X - to deliberate about trademarks and patents, names and logos;

XI - to establish other Committees related to the Business Committee, with the
approval of the respective operational rules and assignments consistent with the
Basic Organizational Plan.

Art. 34 - The Board of Executive Officers shall hold a regular meeting once a
week with the majority of its membership, among whom the Chief Executive Officer
or his deputy, and in a special meeting upon call by the Chief Executive Officer
or of two-thirds of the Officers.

Sole paragraph - Matters submitted to the appreciation of the Board of Executive
Officers must be accompanied by the statements of the technical area or of the
Business Committee, plus a legal opinion whenever necessary for examining the
matter.

Art. 35 - In addition to the matters of the original competence of a full-board
deliberation as provided for in art. 33 of these Bylaws, the Board of Executive
Officers may deliberate about



managerial acts of business of the individual responsibility of each one of the
Officers within the contact areas established by the Board of Directors in the
Basic Organizational Plan. Furthermore, it is incumbent upon the Officers:

I - to give instructions to the representatives of the Corporation at the
General Meeting of its subsidiaries, controlled and affiliated companies in
accordance with the guidelines established by the Board of Directors;

II - to hire and fire employees and to formalize assignments to managerial
duties and functions approved by the Board of Executive Officers;

III - to designate corporate employees for missions abroad;

IV - to sign deeds, contracts and agreements as well as to manage the funds of
the Corporation, always jointly with another Officer.

Art. 36 - The deliberations of the Board of Executive Officers shall be taken by
the vote of the majority of the members present and recorded in the respective
minutes book.

Sole paragraph - In case of a tie, the Chief Executive Officer may cast the
deciding vote.



Art. 37 - The Board of Executive Officers shall forward to the Board of
Directors copies of the minutes of its meetings and shall render the information
allowing the evaluation of the performance of the activities of the Corporation.

Section IV - The Chief Executive Officer

Art. 38 - The heading and coordination of the activities of the Board of
Executive Officers is incumbent upon the Chief Executive Officer, namely:

I - to call and to chair the meetings of the Board of Executive Officers;

II - to propose to the Board of Directors the distribution among the Officers of
the contact areas defined in the Basic Organizational Plan;

III - to propose to the Board of Directors the names of the Officers of the
Corporation;

IV - to designate from among the Officers his occasional substitute in his
absences and impediments;

V - to follow up and to supervise, by means of coordinating the activities of
the Officers, the activities of all of the bodies of the Corporation;



VI - to designate the representatives of the Corporation at the General Meetings
of its subsidiaries, controlled and affiliated companies in accordance with the
guidelines set forth by the Board of Directors;

VII - to render information to the State Minister to whom the Corporation is
related to and to the control bodies of the Federal Government, as well as to
the Federal Audit Court and to the National Congress.

CHAPTER V - The General Meeting

Art. 39 - The Regular General Meeting shall be held yearly within the time-frame
provided for in art. 132 of Law n(0) 6,404, of 1976, at the place, date and hour
established in advance by the Board of Directors, in order to deliberate about
matters of its competence, particularly:

I - to audit the accounts of the managers, to examine, discuss and vote the
financial statements;

II - to deliberate about the destination of the net profit of the fiscal year
and the distribution of dividends;



III - to elect the members of the Board of Directors and of the Audit Board
(Conselho Fiscal).

Art. 40 - The Special General Meeting, in addition to the cases established by
law, shall meet upon call of the Board of Directors to deliberate about matters
of interest to the Corporation, particularly:

I - the amendment of the Bylaws;

II - the increase of the limit of the authorized capital;

III - the increase of the corporate capital, with the reservation of the
provision in paragraph 1st of art. 4 of these Bylaws;

IV - the evaluation of the goods with which the shareholder may contribute to
the increase of the corporate capital;

V - the reduction of the corporate capital;

VI - The issuance of debentures convertible into shares or their sale when in
the treasury;

VII - the incorporation of the Corporation into another company, its
dissolution, transformation, split, merger;

VIII - the participation of the Corporation in a group of companies;



IX - the disposal of the control of the corporate capital of subsidiaries of the
Company;

X - the removal of the members of the Board of Directors;

XI - the disposal of debentures convertible into shares that belong to the
Corporation and are issued by its subsidiaries;

XII - the establishment of the compensation of the managers;

XIII - the canceling of the registry as a publicly held Company;

XIV - the choice of a specialized company from among a three-company list
presented by the Board of Directors to prepare the Appraisal Report of its
shares according to their respective economic value, to be utilized in cases of
the canceling of the registry as publicly held Company and deviation from the
standard rule of corporate governance defined by stock exchanges or an organized
over-the-counter market entity accredited at the Brazilian Securities and
Exchange Commission (Comissao de Valores Mobiliarios - CVM), with the purpose of
complying with the rules established in the pertinent regulation of practices
differing from corporate



governance as issued by such entities, and in accordance with the contracts
possibly signed by Petrobras with such entities;

XV - waiver of the right to subscribe shares or debentures convertible into
shares of subsidiaries, controlled or affiliated companies.

Paragraph 1 - The deliberation of the subject set forth in item XIV of this
article shall be taken by an absolute majority of the votes of the outstanding
common shares; blank votes are not to be computed.

Paragraph 2 - In the event of a public offering formulated by the controlling
shareholder, the latter must cover the costs of the Appraisal Report.

Art. 41 - The General Meeting shall establish the overall or the individual
amount of the compensation of the managers every year as well as the limits of
their participation in the profits in compliance with the rules of the specific
legislation.

Art. 42 - The General Meeting shall be chaired by the Chief Executive Officer of
the Corporation or the substitute he may designate and, in the absence of both,
by a shareholder chosen by the



majority vote of those present.

Sole paragraph - The Chairman of the General Meeting shall choose the Secretary
of the meeting from among the shareholders present.

Chapter VI - Audit Board (Conselho Fiscal)

Art. 43 - The Audit Board, of a permanent status, comprises up to five members
and their respective deputies elected by the Regular General Meeting, all of
whom residing in the country, in compliance with the requirements and
impediments set forth in the Joint Stock Corporation Law, either shareholders or
not, one of whom shall be elected by the holders of the minority common shares
and another by the holders of the preferred shares in a separate voting
procedure.

Paragraph 1 - From among the members of the Audit Board, one of them shall be
nominated by the Finance Minister as representative of the National Treasury.

Paragraph 2 - In the event of a vacancy, resignation, impediment or unjustified
absence at two consecutive meetings, such member of the Audit Board shall be
replaced until the end of the term of office by the respective substitute.

Paragraph 3 - The members of the Audit Board shall



be installed in their offices by signing the installation deed in the book of
minutes and opinions of the Audit Board, which shall mention:

(i) compliance with contracts possibly signed by Petrobras with a stock exchange
or an organized over-the-counter market entity accredited at the Brazilian
Securities and Exchange Commission (Comissao de Valores Mobiliarios - CVM) with
the purpose of adopting corporate governance standards set forth by those
entities, and taking full responsibility of such contracts and the applicable
regulations of differentiated practices of corporate governance, if such is the
case, and

(ii) compliance with the arbitration clause set forth in art. 58 of these
Bylaws.

Art. 44 - The term of office of the members of the Audit Board is one year with
re-election permitted.

Art. 45 - The compensation of the members of the Audit Board, in addition to the
compulsory reimbursement of transport and permanence expenditures necessary to
perform the function, shall be set up by the General Meeting electing them and
in compliance with the limit established in Law n(0) 9,292 of 1996.



Art. 46 - It is incumbent upon the Audit Board, without detriment of other
assignments that are vested in it due to legal provision or instruction of the
General Meeting:

I - to fiscalize, by any of its members, the acts of the managers and to verify
the implementation of their legal and statutory duties;

II - to render opinion about the Annual Report of the Management, with the
inclusion in that opinion of such supplementary information that it may deem
required or useful for the General Meeting to deliberate upon;

III - to render opinion about the proposals of the managers to be submitted to
the General Meeting concerning amendment of the corporate capital, issuance of
debentures or subscription bonds, investment or capital budget plans,
distribution of dividends, transformation, incorporation, merger or split of the
Corporation;

IV - to denounce by any of its members to the management bodies the mistakes,
frauds or offenses they may discover, suggesting measures useful to the
Corporation and, in case the former fails to take the necessary measures to
protect the interests of the Corporation, to denounce this to



the General Meeting;

V - to call the Regular General Meeting, if the managers delay for more than one
month calling it, and to call the Special General Meeting whenever serious or
urgent reasons occur, with the inclusion on the agenda of the subjects they may
deem necessary;

VI - to analyze, at least quarterly, the interim balance-sheet and further
financial statements periodically prepared by the Board of Executive Officers;

VII - to examine the financial statements of the fiscal year and opine about
them;

VIII - to perform such assignments during liquidation.

Sole paragraph - The members of the Audit Board shall participate compulsorily
in the meetings of the Board of Directors in which matters referring to items
II, III and VII of this article are going to be considered.

Chapter VII - Employees of the Corporation

Art. 47 - The employees of Petrobras are subject to the labor legislation and to
the in-house regulations of the Corporation in compliance with



the legal rules applicable to employees of mixed-capital corporations.

Art. 48 - The admission of employees by Petrobras and by its subsidiaries and
affiliates shall follow the public selection process according to the provisions
approved by the Board of Executive Officers.

Art. 49 - The duties of the High-Level Management and the powers and
responsibilities of the respective incumbents shall be defined in the Basic
Organizational Plan of the Corporation.

Paragraph 1 - The duties referred to in the heading of this article may,
exceptionally and at the discretion of the Board of Executive Officers, be
assigned to technicians or experts alien to the permanent staff of the
Corporation.

Paragraph 2 - The managerial duties that shall constitute the organizational
structure of the Corporation at all other levels shall be vested with the powers
and responsibilities of the holders as defined in the rules of the respective
bodies.

Art. 50 - Without detriment to the requirements foreseen in the law the
assignment of employees of Petrobras and of its subsidiaries or controlled



companies shall depend upon authorization, in each particular case, of the Board
of Executive Officers, and shall be made, whenever possible, with reimbursement
of the costs involved.

Art. 51 - The Corporation shall separate a portion of the yearly results for
distribution among its employees, in compliance with the criteria adopted by the
Board of Directors and in compliance with the prevailing legislation.

Chapter VIII - General Provisions

Art. 52 - The activities of Petrobras shall comply with the Basic Organizational
Plan approved by the Board of Directors and shall cover the general structure
and define the nature and the assignments of each body, the reporting,
coordination and control relationships required for its operation in accordance
with these Bylaws.

Art. 53 - The fiscal year shall coincide with the calendar-year ending on 31
December of each year, on which date the property balance-sheet and further
financial statements to comply with the applicable legal provisions shall be
established.

Sole paragraph. - The Corporation may establish half-yearly balance-sheets for
the payment of dividends or additional payment on shareholders'



equity upon deliberation of the Board of Directors.

Art. 54 - Financial charges equivalent to the SELIC rate shall incide, from the
transfer date throughout the date of the capitalization, on funds transfered by
the Federal Government or deposited by minority shareholders for purposes of the
capital increase of the Corporation.

Art. 55 - From the net profit shown in its Annual Balance-Sheet, Petrobras shall
assign a minimun 0.5% (five-tenth percent) of the paid-in corporate capital in
order to constitute a special reserve to cover the cost of technological
research and development programs of the Corporation.

Sole paragraph - The accrued balance of the reserve provided for in this article
must not exceed 5% (five percent) of the paid-in corporate capital.

Art. 56 - After the distribution of the minimum dividend foreseen in article
VIII of these Bylaws has been determined, the General Meeting may, in compliance
with the Corporation Law and the specific federal rules, assign percentages or
bonuses to the members of the Board of Executive Officers of the Corporation as
profit sharing.



Art. 57 - The Board of Executive Officers may authorize the practice of
reasonable free acts on behalf of the employees or of the community in which the
company participates, including the donation of goods no longer usable, in the
light of its social responsibilities as provided for in paragraph 4 of art. 154
of Law n(0) 6,404 of 1976.

Art. 58 - Disputes or controversies involving the Corporation, its shareholders,
managers and members of the Audit Board shall be resolved according to the rules
of the Market Arbitration Chamber, with the purpose of applying the provisions
contained in Law n(0) 6,404 of 1976, in these Bylaws, in the rules issued by the
National Monetary Council, by the Central Bank of Brazil and by the Brazilian
Securities and Exchange Commission (Comissao de Valores Mobiliarios - CVM) as
well as in all further rules applicable to the operation of the capital market
in general, in addition to those contained in the contracts occasionally signed
by Petrobras with the stock exchange or an organized over-the-counter market
entity accredited at the Brazilian Securities and Exchange Commission (Comissao
de Valores Mobiliarios - CVM), with the purpose of the



adoption of corporate governance standards established by these entities and of
the respective rules on differentiated practices of corporate governance, if
such is the case.

Sole paragraph - The deliberations of the Federal Government through voting in
the General Meeting, aimed at guiding the business of the Corporation, as per
article 238 of Law n(0) 6,404 of 1976, shall be deemed as forms of exercising
undisposable rights and shall not be subject to the arbitral procedure mentioned
in the heading of this article.

Art. 59 - Contractual agreements signed by Petrobras for acquiring goods and
services shall be preceded by a simplified bidding procedure as defined in the
regulation approved by Decree n(0) 2,745 of 24 August 1998.

Art. 60 - With the purpose of drawing up its proposals to participate in
biddings preceding the assignments dealt with in Law 9,478 of 1997, Petrobras
may sign pre-contractual agreements by sending out invitation letters, ensuring
prices and commitments concerning the supply of goods and services.



Sole paragraph - The pre-contractual agreements shall contain a plain-right
resolution clause to be applicable without penalty or indemnity of any kind in
case another bidder is announced as the winner, and shall be submitted
subsequently to the appreciation of the external control and fiscalization
bodies.

Art. 61 - The Federal Government as controlling shareholder of the Corporation,
the members of the Board of Directors, of the Audit Board and of the Board of
Executive Officers shall:

I - abstain from negotiating securities in the following time periods:

a) in the period of one month prior to the closing of the fiscal year until the
publication of the announcement placing at the disposal of the shareholders the
financial statements of the Corporation or their publication, prevailing
whichever occurs first;

b) in the period between the decision taken by the competent corporate body to
increase or to reduce the corporate capital, to distribute dividends or share
bonusses or to issue other securities, and the publication of the respective
notices or ads.



II - communicate to the Corporation and to the stock exchange or organized
over-the-counter market entity accredited at the Brazilian Securities and
Exchange Commission (Comissao de Valores Mobiliarios - CMV) their periodic
security negotiation plans, if they have them, as well as the subsequent
alteration or non-implementation of such plans. The communication must inform at
least whether the plan is a programmed investment or a de-investment plan, the
periodicity and the programmed quantities."