Exhibit 1.1


                                   CHARTER OF
                    TELE NORDESTE CELULAR PARTICIPACOES S.A.


                                    CHAPTER I
                         CHARACTERISTICS OF THE COMPANY

         Art.     1 - TELE NORDESTE CELULAR PARTICIPACOES S.A. is publicly held
                  corporation, and is governed by this Charter and applicable
                  legal provisions.


         Art.     2 - The purposes of the Company are:

         I.       to exercise control over companies providing
                  telecommunications services, including cellular mobile service
                  and others in it concession and/or authorized service area;

         II.      to promote, through subsidiaries or affiliates, the expansion
                  and establishment of mobile telephone services in its
                  respective concession and/or authorized service area;

         III.     to promote, carry out or direct financing from internal or
                  external sources to be used by the Company or by its
                  subsidiaries;

         IV.      to promote and foster study and research activities aimed at
                  the development of the mobile telephone sector;

         V.       to provide, through subsidiaries or affiliates, specialized
                  technical services in the mobile telephone sector;

         VI.      to promote, foster, and coordinate, through its subsidiaries
                  or affiliates, the education and training of the personnel
                  required in the mobile telephone sector;

         VII.     to carry out and promote the importation of goods and services
                  for its subsidiaries or affiliates;

         VIII.    to carry out other activities that are similar or related to
                  its corporate purposes; and

         IX.      to invest in shares of other companies.


         Art.     3 - The principal office of the Company is situated in the
                  City of Jaboatao dos Guararapes, State of Pernambuco, and the
                  Company may, by decision of the Board of Directors, open or
                  close subsidiaries, agencies, branches, offices, departments
                  and representative offices anywhere in Brazil or abroad.


         Art.     4 - The duration of the Company is indefinite.

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                                   CHAPTER II
                                  CAPITAL STOCK

         Art. 5 - The Capital, or the subscribed capital, totally paid in,
amounts to R$ 428,237,919.90 (four hundred and twenty eight million, two hundred
and thirty seven thousand, nine hundred and nineteen reais and ninety cents),
broken down as follows: 137,776,428,847 (one hundred and thirty seven billion,
seven hundred and seventy six million, four hundred and twenty eight thousand,
eight hundred and forty seven) common shares and 228,001,150,804 (two hundred
and twenty eight billion, one million, one hundred and fifty thousand, eight
hundred and four) preferred shares, all nominative and with no par value.

         Art. 6 - The Company is authorized to increase its capital, by decision
of the Meeting of it Board of Directors, with or without a change in its bylaws,
up to 700,000,000,000 (seven hundred billion) shares of common or preferred
stock.

         Sole Paragraph - Within the limit on the authorized capital provided
for herein, the Company may grant stock purchase options to its managers,
employees and to individuals who perform services on behalf of the Company or
its subsidiaries, as per the plan approved by a Shareholders' Meeting.

         Art.     7 - The capital stock is represented by common and preferred
                  shares, without par value, and the Company is not required to
                  maintain the proportions of common and preferred shares when
                  the capital stock is increased, subject to applicable law and
                  this Charter.

         Art.     8 - The Shareholders may decide to eliminate preemptive rights
                  to subscribe to shares, convertible debentures and
                  subscription rights that are to be:

         I.       placed by public issue or sale on a stock exchange;

         II.      exchanged for shares in a public offer for  acquisition of
                  control, as provided in Arts. 257 and 263 of Corporation Law
                  (6.404/76); or

         III.     issued to take advantage of tax incentives, as provided by
                  special law.

         Art.     9 - Each common share is entitled to one vote at meetings of
                  shareholders.

         Art.     10 - Preferred shares are not entitled to voting rights except
                  as provided in the sole paragraph of Art. 13 of this Charter
                  but are entitled to the following priveledges and advantages:

         I.       priority in the repayment of capital stock, without premium;

         II.      priority in the payment of minimum non-cumulative dividends of
                  6% (six percent) per year, on the amount computed by dividing
                  the subscribed capital stock by the total number of shares of
                  the Company.

         ss. 1 - Holders of preferred shares are entitled to receive yearly
per-share dividends in an amount corresponding to 3% (three percent) of the
shareholders' equity per share as per the latest published balance sheet, in the
event that the amount of such dividend exceeds the amount established herein.

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         ss. 2- Holders of preferred shares will become entitled to vote if the
Company fails to pay the minimum dividends as provided herein for a period of 3
(three) consecutive years. Such right will be maintained until payment, if such
dividends are not cumulative, or until cumulative dividends are paid beyond
their due date according to the first paragraph of article 111 of Corporation
Law 6.404/76.

         Art. 11 - Shares of the Company shall be in book entry form, shall be
held on deposit with a financial institution in the names of the owners and
shall not be certificated.




                                   CHAPTER III
                            MEETINGS OF SHAREHOLDERS

         Art. 12 - The Meeting of Shareholders is the highest body of the
Company, with the power to make decisions regarding all matters related to the
corporate purposes and to take the steps that it deems advisable for the
protection and development of the Company.

                                EXCLUSIVE POWERS


         Art.     13 - Only the Meeting of Shareholders shall have the power:

         I.       to amend this Charter;

         II.      to authorize the issuance of debentures or convertible
                  debentures, or sell them from treasury, or to authorize the
                  sale of convertible debentures of subsidiaries owned by the
                  Company; the Meeting of Shareholders may delegate to the Board
                  of Directors the power to decide on maturity and repayment and
                  redemption terms, the interest terms and timing of interest
                  payments, equity participations, and redemption premiums, if
                  any, and the method of subscription or placement, as well as
                  the type of debentures;

         III.     to consider appraisals of assets being contributed by
                  shareholders to the Company's capital;

         IV.      to decide on changes of corporate form, mergers,
                  consolidations and split-ups of the Company and its
                  dissolution and liquidation, and to appoint liquidators,
                  remove them from office and approve their accounts;

         V.       to authorize the issuance of guaranties by the Company of
                  obligations of third parties other than its subsidiaries;

         VI.      to suspend the rights of shareholders who do not comply with
                  obligations imposed by law or this Charter;

         VII.     to elect members of the Board of Directors and members of the
                  Statutory Audit Committee and remove them from office at any
                  time;

         VIII.    to decide on the aggregate or individual compensation of the
                  members of the Board of Directors, the Executive Officers, and
                  the members of the Statutory Audit Committee;



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         IX.      to receive the annual accounts from management and decide on
                  the financial statements that they submit;

         X.       to decide on the institution by the Company of proceedings
                  against members of management for damages caused to its
                  assets, as provided in Art. 159 of the Corporation Law;

         XI.      to authorize the disposition, in whole or in part, of shares
                  of a subsidiary;

         XII.     to decide on increases in capital through the issuance of new
                  shares, as defined in the sole paragraph in Article 6 of this
                  Charter, and when the limit of authorized capital is reached;

         XIII.    to decide on the issuance of any other instruments or
                  securities, in Brazil or abroad, primarily regarding the
                  issuance of shares and subscription rights, subject to
                  applicable law and this Charter;

         XIV.     to authorize the exchange of shares or other securities;

         XV.      to approve before execution any contracts with durations of
                  over 12 (twelve) months between the Company or its
                  subsidiaries and: the controlling shareholder or subsidiaries,
                  affiliates, entities under common control or controlling
                  shareholders of the latter, or companies that are otherwise
                  related parties with respect to Company, except when the
                  contracts consist of standard forms.

         Sole Paragraph - Without prejudice to the provisions of ss. 1 of Art.
115 of Law No. 6.404/76, preferred shareholders shall have the right to vote on
decisions taken at Meetings of Shareholders of the kind referred to in item XV
of this article, as well as those relating to the amendment or revocation of the
following provisions of this Charter:

         I. sub-item XV of Art. 13;

         II. the sole paragraph of Art. 14; and

         III. Art. 43.



         Art. 14 -Meetings of Shareholders shall be called by the Board of
Directors, and minutes of meetings shall be approved by the Chairman or as
provided in the Sole Paragraph of Art. 123 of Law No. 6.404/76.

         Sole Paragraph - In the cases provided for in Art. 136 of Law No.
6.404/76, the first notice of the Meeting of Shareholders shall be given at
least 30 (thirty) days in advance and the second notice shall be given at least
10 (ten) days in advance.

         Art. 15 - The Meeting of Shareholders shall be opened by the President
of the Company or by an individual with expressed power of attorney and shall
proceed to the election of the officers of the meeting, consisting of a chairman
and a secretary selected from among the shareholders present at the meeting.



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         Sole Paragraph - For the purpose of verifying the shareholder's states,
Article 126 of Law no. 6.404/76 will be observed. Holders of book-entry shares
or custodial shares have up to 2 (two) business days before the meeting convenes
to file at the Company's principal office the identification document and powers
of attorney, if necessary, as well as the evidence/statement from the depositary
financial institution, which must be issued at least 5 (five) days prior to the
meeting.

         Art. 16 - Minutes of Meetings of Shareholders shall be prepared and
shall be signed by the officers and by shareholders present at the meeting who
represent at least the minimum quorum required for the decisions made.

         ss. 1 - The minutes shall be prepared in summary factual form and shall
reflect dissenting opinions and protests.

         ss. 2 - Unless the meeting decides to the contrary, the minutes shall
be published without the signatures of the shareholders.

         Art.     17 - An Annual Meeting of Shareholders shall be held within
                  four months of the end of each fiscal year for the purpose of:

         I.       receiving the accounts of management and reviewing, discussing
                  and voting on the financial statements;

         II.      deciding on the allocation of the net profits for the fiscal
                  year and the distribution of dividends; and

         III.     electing the members of the Statutory Audit Committee and,
                  when applicable, the members of the Board of Directors.

         Art.     18 - A Special Meeting of Shareholders shall be held whenever
                  the interests of the Company so require.


                                   CHAPTER IV
                            MANAGEMENT OF THE COMPANY

                                    SECTION I
                               GENERAL PROVISIONS

         Art. 19 - The Company shall be managed by the Board of Directors and by
the Executive Officers.

         ss. 1 - The Board of Directors, acting as a collegiate body, shall be
responsible for managing the policies of the Company.



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         ss. 2 - The Board of Executive Officers is the executive body for
corporate management, with each Executive Officer acting in accordance with his
or her powers.

         ss. 3 - The authority and powers conferred by law upon each of the
management bodies may not be granted to any other body.

         Art. 20 - The Directors and the Executive Officers shall assume office
by means of deed registered on books of minutes of the Meetings of the Board of
Directors or the Board of Executive Officers, as the case may be.

         Art. 21 - The Executive Officers shall abide by the "Disclosure Policy
and Use of Information and Securities Trading" manual as per the Terms of
Agreement

         Art. 22 - The term of office of the Directors and the Executive
Officers shall be 3 (three) years, reelections being permitted.

         Sole Paragraph - The mandate of the Directors and Executive Officers
shall be extended until their successors take office.


                                   SECTION II
                               BOARD OF DIRECTORS


         Art.     23 - In addition to the authorities set forth by law, the
                  Board of Directors shall:

         I.       approve the annual budget of the Company, as well as of its
                  Subsidiaries, in addition to the plan of business goals and
                  strategies for the period that the budget is in force;

         II.      decide on any increase to the Company capital until the limit
                  of the authorized capital, as determined in Article 6 of this
                  Charter;

         III.     authorize public offerings of commercial paper;

         IV.      decide upon the conditions of the issuance of debentures,
                  whenever delegated by the General Shareholders Meeting, in
                  accordance with the provision of Paragraph 1 of Article 59 of
                  Law 6.404/76;

         V.       authorize the sale of debentures, including those convertible
                  into shares, of the Company's issued shares held in treasury;

         VI.      authorize purchases of shares of the Company for cancellation
                  or retention in treasury and subsequent disposal;

         VII.     approve equity investments or disposal thereof, with the
                  exception of the case described in item XI in Article 13 of
                  this Charter;

         VIII.    authorize the exchange of shares or other securities
                  convertible into shares issued by Subsidiaries;

         IX.      authorize disposals of permanent assets of the Company, with
                  the exception of the disposal of Mobile Celular Stations;

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         X.       to approve before execution any short-term contract, with an
                  effectiveness of less than 12 (twelve) months, between the
                  Company or its subsidiaries and: the controlling shareholder
                  or subsidiaries, affiliates, entities under common control or
                  controlling shareholders of the latter, or companies that are
                  otherwise related parties with respect to Company;

         XI.      authorize the acquisition of fixed assets whose individual
                  value exceeds 2% (two per cent) of the Company's net worth, as
                  per the most recent balance sheet;

         XII.     authorize the waiver of preemptive rights to shares,
                  debentures convertible into shares or the issuance
                  subscription rights of the subsidiaries;

         XIII.    authorize the granting of real and fiduciary guarantees by the
                  Company in favor of third parties or of a subsidiary;

         XIV.     authorize reasonable contributions for the benefit of
                  employees or the community, bearing in mind the Company's
                  social responsibilities, provided that the granting of bonds
                  to employees in the event of transfer and/or relocations to
                  other cities and/or states does not depend on previous
                  approval by the Board of Directors;

         XV.      approve the undertaking of loans, financing, leasing and
                  issuance of promissory notes whose individual values exceeds
                  2% (two per cent) of the Company's net worth, as well as of
                  its Subsidiaries;

         XVI.     authorize investments in new businesses or the creation of
                  Subsidiaries;

         XVII.    decide upon the approval of the Company's "Depositary
                  Receipts" issuance program;

         XVIII.   submit for the approval of the General Shareholders' Meeting
                  the undertaking of any business or transaction which includes
                  any of the aforementioned in subsection XV of Article 13 of
                  this Charter;

         XIX.     authorize the Company, as well as its subsidiaries and
                  affiliates, to execute, alter or rescind Shareholders'
                  Agreements;

         XX.      approve the complementary pension plan for the employees of
                  the Company and the collective agreements;

         XXI.     approve the Internal Regulations of the Board of Directors;

         XXII.    approve the Company Regulations proposed by the Executive
                  Officers with respect to the organizational structure,
                  including the authorities and specific powers of the Directors
                  and Executive Officers;

         XXIII.   allocate the amount of the aggregate remuneration established
                  by the General Shareholders' Meeting among the Directors and
                  Executive Officers of the Company, determining their
                  individual remuneration;

         XXIV.    establish guidelines for the exercise of voting rights by the
                  representatives of the Company in the General Shareholders'
                  Meeting its Subsidiaries;



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         XXV.     elect and dismiss, at any time, the Executive Officers of the
                  Company, including the President, assigning them specific
                  powers, in observation of the provisions of this Charter, as
                  well as to approve the creation of new offices in the Board,
                  as the case may be, the attribution of new powers to the
                  Executive Officers and any alterations in the composition and
                  powers of the members of Management;

         XXVI.    appoint representatives of the Company in the management of
                  the companies in which the Company holds equity interests;

         XXVII.   perform other duties which may be delegated to it by the
                  General Shareholder's Meeting;

         XXVIII.  approve the hiring of outside consultants of the Company; and

         XXIX.    settle matters not outlined within this Charter and exercise
                  other powers that neither the Law nor this Charter assign to
                  another Organ of the Company.


         Art.     24 - The Board of Directors shall be composed of 3 (three) to
                  5 (five) regular members, among which is the Chairman.

         Art.     25 - The members of the Board of Directors shall be elected by
                  the General Shareholders Meeting, which elects from among them
                  the Chairman of the Board of Directors.

         ss. 1 - Directors shall exhibit unblemished records, and may not be
elected without special exception though approval by a Shareholders' Meeting if
(1) he/she holds a position in a company that may be considered a competitor of
the Company; (2) he/she has or represents a conflict of interest with the
Company. The voting right of a Director may be revoked should he/she
subsequently meet one of these restrictions.

         ss. 2 - As per Article 15, Paragraph 1 of Corporation Law 6.404/76,
voting rights are revoked for elections of members of the Board of Directors in
cases where there is a conflict of interest with the Company

         ss. 3 - Directors may not have access to information nor participate in
Board of Directors' Meetings that may relate to topics where such directors have
or represent a conflict of interest with the Company.

         ss. 4 - In the event of a vacancy in the effective Director's position,
the remaining Directors shall nominate amongst themselves a substitute who shall
serve until the first General Shareholders' Meeting.

         Art. 26 - The Board of Directors shall hold a regular meeting once
every three months and shall hold special meetings when they are called by the
Chairman or by 2 (two) members of the Board of Directors, and minutes of
meetings shall be prepared.

         ss. 1 - The notices for the meetings shall be made via letter, telegram
or fax, distributed at least 7 (seven) days in advance of the meeting, except in
the event of an emergency, at the sole discretion of the Chairman of the Board
of Directors, having the agenda contained within the notice.

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         ss. 2 - Members of the Board of Directors may participate in meetings
by way of teleconference or videoconference.

         ss. 3 - In all cases, minutes for the Board of Directors meetings will
be prepared and signed by the members present.

         Art. 27 - The Board of Directors shall act by majority vote, with a
majority of the members present; and the Chairman shall be responsible for
approving the minutes of meetings, as necessary.


                                   SECTION III
                           BOARD OF EXECUTIVE OFFICERS

         Art. 28 - The Board of Executive Officers shall consist of 1 (one)
Executive President and 4 (four) Executive Officers, as set forth below:

         a) Finance Executive Officer

         b) Technology Executive Officer

         c) Commercial Executive Officer

         d) Administrative Executive Officer

         Art. 29 - In the event of a temporary absence or impediment of the
President or of any of the Executive Officers, the substitute shall be
designated by the President, or if not possible, by decision of the majority of
the Executive Board.

         ss. 1 - In the event of a vacancy in the Executive Officer's position,
the Board of Directors shall elect a substitute to complete the term of office
of the officer replaced.

         Art. 30 - In observation of the dispositions of this Charter, the
following are necessary to bind the Company: (i) signature of 2 (two) Executive
Officers; (ii) signature of 1 (one) Executive Officer together with an
Attorney-in-Fact; or (iii) signature of 2 (two) Attorneys-in-Fact, vested by
expressed powers.

         Sole Paragraph - The powers-of-attorney granted by the Company, which
shall be signed by 2 (two) Executive Officers acting jointly, the President
necessarily being one of them, should specify the powers conferred, and with the
exception of those for judicial purposes, shall have a maximum validity of 1
(one) year.

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         Art. 31 - The following are the general powers of each of the members
of the Executive Board:

         I. PRESIDENT - The execution of activities related to the social
objective of the Company, observing the policies and the regulatory and
statutory guidelines, as specified in the Internal Regulations of the Company.

         II. FINANCE EXECUTIVE OFFICER - The execution of financial activities,
accounting, control of securities titles and market relations, observing the
policy, regulatory and statutory guidelines, as specified in the Internal
Regulations of the Company.

         III. TECHNOLOGY EXECUTIVE OFFICER - The execution and planning of
network expansion and modernization projects, prospective new technology and the
development and implementation of information technology, observing the policy,
regulatory and statutory guidelines, as specified in the Internal Regulations of
the Company.

         IV. BUSINESS EXECUTIVE OFFICER - The execution of market activities,
sales, marketing and new business prospecting, observing the policy, regulatory
and statutory guidelines, as specified in the Internal Regulations of the
Company.

         V. ADMINISTRATIVE EXECUTIVE OFFICER - The execution of activities with
relation to the administration of human resources, the acquisition of goods and
services, administrative support and organizational development, observing the
policy, regulatory and statutory guidelines, as specified in the Internal
Regulations of the Company.

         Art. 32 - Besides cases of death, resignation and removal from office
and other cases provided for by law, a position shall be deemed vacant when a
member of management fails to take office within 30 (thirty) days after his
election or fails to perform his duties for more than 30 (thirty) consecutive
days or a total of 90 (ninety) days during the term of office without just cause
in the opinion of the Board of Directors.

         ss. 1 - Board vacancies shall be filled as provided in Art. 25 of this
Charter until the next Meeting of Shareholders, at which time a new member shall
be elected to complete the current term.

         ss. 2 - In the event of a vacancy of 2/3 (two thirds) of the members of
the Board of Directors, the remaining members shall immediately call a General
Shareholders' Meeting.

         ss. 3 - In the event of a vacancy in an Executive Officer position, the
Board shall elect a substitute to complete the member's term.

         ss. 4 - Resignation from a management position shall be accomplished by
written notice to the body to which the resigning party belongs and shall be
effective vis-a-vis the Company at that time, and vis-a-vis third parties after
the notice of resignation is filed with the commercial registry and published.


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                                    CHAPTER V
                            STATUTORY AUDIT COMMITTEE

         Art. 33 - The Statutory Audit Committee is the body that audits the
management of the Company, and it shall function on a permanent basis.

         Art. 34 - The Statutory Audit Committee shall be composed of 3 (three)
to 5 (five) regular members and an equal number of alternates.

         ss. 1 - The term of office of the members of the Statutory Audit
Committee ends at the first Ordinary General Shareholders' Meeting subsequent
after their election, reelections permitted and members shall hold office until
their successors take office.

         ss. 2 - At the first meeting of the members of the Statutory Audit
Committee, they shall elect a Chairman, who shall be responsible for
implementing the decisions of the committee.

         ss. 3 - The Statutory Audit Committee may ask the Company to appoint
qualified personnel to act as secretary and to provide technical support.

         Art. 35 - The Statutory Audit Committee shall hold a regular meeting
once every three months and shall hold special meetings as necessary.

         ss. 1 - Meetings shall be called by the President of the Company or by
any 2 (two) members of the Committee.

         ss. 2 - The Committee shall act by majority vote, with a majority of
the members present.

         Art. 36 - Each member of the Statutory Audit Committee shall be
replaced, in the event of absence or impediments, by the respective alternate
member.

         Art. 37 - Besides cases of death, resignation and removal from office
and other cases provided for by law, a position shall be deemed vacant when a
member of the Statutory Audit Committee fails, without just cause, to attend 2
(two) consecutive meetings or a total of 3 (three) meetings during a year.


         ss. 1 - Vacancies shall be filled as provided in Art. 36 of this
Charter.

         ss. 2 - If more than half of the positions become vacant and there are
no alternates to call, a Meeting of Shareholders shall be called to elect
replacements.

         Art. 38 - The compensation of the members of the Statutory Audit
Committee shall be determined by the Meeting of Shareholders that elects them,
and it shall not be less, for each active member, than one tenth, on average, of
the compensation of each Executive Officer, not including profit sharing.

         ss. 1 - Active alternate members shall be entitled to compensation
during the periods in which they act as replacements, counting from month to
month.


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                                   CHAPTER VI
                      FISCAL YEAR AND FINANCIAL STATEMENTS

         Art. 39 - The fiscal year shall have a duration of 12 (twelve) months,
beginning on the 1st (first) of January of each year and ending on the last day
of December.

         Art. 40 - Along with the financial statements, the management bodies of
the Company shall submit to the Meeting of Shareholders proposals regarding the
employees' share in the profits, and regarding the distribution of the net
profits for the year.


       ss. 1 - The net profits shall be allocated as follows:

                a) 5% (five percent) to the legal reserve, up to 20% (twenty
                percent) of the paid-in capital; and

                b) 25% (twenty five percent) of the net profits adjusted in
                accordance with items II and III of Art. 202 of Law No. 6.404/76
                shall be distributed as minimum mandatory dividends to all
                shareholders, in accordance with the provisions of the following
                article, and this amount shall be increased until it equals the
                amount to be paid as preferred dividends on the preferred
                shares.

         ss. 2 - The balance of the net profits not allocated to the payment of
the minimum mandatory dividend or the preferred dividends on preferred shares
shall be allocated to an additional reserve for expansion of the Company's
businesses, which may not exceed 80% (eighty percent) of the capital stock. Once
this limit is reached, the Meeting of Shareholders shall allocate the balance,
proceeding with distributions to the shareholders or an increase in the capital
stock.

         Art. 41 - The minimum mandatory dividend amount shall be allocated
first to payment of the preferred dividends on preferred shares, up to the
preferred limit, and thereafter by payments to the holders of common shares up
to the same limit as the preferred shares. The balance, if any, shall be paid
pro rata to all the shares on equal terms.

         ss. 1 - The management bodies are authorized to pay or credit interest
on capital as provided in ss. 7 of Article 9 of Law 9.249/95 of 12/26/95 and
applicable law and regulations, up to the limit of the minimum mandatory
dividends provided for in Article 202 of Law 6.406/76, which shall be credited
against said dividends, even when included in the minimum dividend for preferred
shares.

         ss. 2 - Dividends not claimed within 3 (three) years shall revert to
the Company.


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                                   CHAPTER VII
                           LIQUIDATION OF THE COMPANY

         Art. 42 - The Company shall be liquidated in the cases provided for by
law, or by decision of the Meeting of Shareholders, which shall determine the
manner of liquidation, shall select the liquidator, and shall install a
Statutory Audit Committee for the period of the liquidation, elect its members
and determine their compensation.


                                  CHAPTER VIII
                        GENERAL AND TRANSITORY PROVISIONS

         Art. 43 - Approval by the Company, through its representatives, of
mergers, split-ups, consolidations, or dissolutions of its subsidiaries shall be
preceded by an economic-financial analysis performed by an independent company
of recognized international standing, to confirm that all of the companies
involved are being treated equitably; the shareholders of the companies involved
shall have full access to the report on the analysis.












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