<PAGE>
                                                        Exhibit 4.05

      PROTOCOL AND JUSTIFICATION OF THE OPERATION OF INCORPORATION OF 52114
          PARTICIPACOES S.A. BY COPENE - PETROQUIMICA DO NORDESTE S.A.

                               Made by and between

COPENE - PETROQUIMICA DO NORDESTE S.A., a company with headquarters at Rua Eteno
n.o 1.561,  city of Camacari,  state of Bahia,  enrolled at the CNPJ/MF  under #
42.150.391/0001-70,  NIRE # 29.300.006.939,  herein represented according to its
By-laws, hereinafter simply referred to as "INCORPORATOR";

                                       and

52114  PARTICIPACOES S.A., a company with headquarters at Rua do Rosario n.o 99,
9o andar  (part),  in the city and  state  of Rio de  Janeiro,  enrolled  at the
CNPJ/MF under #  03.987.071/0001-18,  NIRE # 33.300.266.381,  herein represented
according to its By-laws, hereinafter simply referred to as "INCORPORATED";

INCORPORATOR and INCORPORATED are jointly referred to as "PARTIES",

and also

PRONOR PETROQUIMICA S.A., a joint stock company with headquarters in the city of
Salvador,  state of Bahia, at Rua Hidrogenio,  n.o 2318,  part,  enrolled at the
CNPJ/MF under #  13.552.070/0001-02,  herein represented by its Director,  Lucio
Jose Santos Junior, Brazilian,  single,  economist,  bearer of the identity card
(RG) # 08146034-16  SSP/BA,  enrolled at the CPF/MF under # 030.943.088-72,  and
Andre Philippe Mattias Lindner, Brazilian, married, administrator, bearer of the
identity card (RG) # 07.637129-3, enrolled at the CPF/MF under # 003.679.127-08,
hereinafter simply referred to as "PRONOR";

with the  purpose  of  promoting  the  incorporation  into an  already  existing
company,  according  to articles  224 and 225 of Law # 6.404 dated  December 15,
1976.

                                    Whereas:

(i)       Groups  Odebrecht and Mariani won the bid of the  so-called  Economico
          S.A.  Empreendimentos  Assets,  implemented  on July  25,  2001,  thus
          starting  to hold the  control of  Nordeste  Quimica  S.A. - Norquisa,
          which, in its turn, controls the INCORPORATOR;

(ii)      On July  31,  2001,  Groups  Odebrecht  and  Mariani  disclosed  their
          intention to integrate to the INCORPORATOR  certain second  generation
          assets with a view to obtain relevant synergies that the new scale can
          provide  and,  simultaneously,   eliminate  prospective  conflicts  of
          corporate interest;

(iii)The  INCORPORATED  is a holding  company  that  holds,  either  directly or
          indirectly, a relevant stockholding in the "Chemical and Petrochemical
          Assets  of  Group  Mariani",  which  are  comprised  of the  following
          investment:  (a) 95,48% of the voting  capital and 92,29% of the total
          capital of  NITROCARBONO  S.A., a company  whose main  activity is the
          production of caprolactam (CPL);
<PAGE>

(iv)      According  to the terms of the  "Memoranda  of  Understanding  for the
          Execution of Agreement  of COPENE  Shareholders"  entered into between
          the Groups  Odebrecht  and  Mariani,  on the one hand,  and  Petrobras
          Quimica S.A. - Petroquisa ("Petroquisa"),  Petros - Fundacao Petrobras
          de Seguridade  Social  ("Petros") and Previ - Caixa de Previdencia dos
          Funcionarios  do Banco  do  Brasil  ("Previ"),  as  relevant  minority
          shareholders  of the  INCORPORATOR,  on the other hand, the process of
          evaluation of the INCORPORATED and  INCORPORATOR,  for the purposes of
          determining the respective exchange ratio, was prepared,  according to
          the terms of art.  8th of Law  6404/76,  by an  independent  appraiser
          chosen from a list of five first class banks  appointed by Petroquisa,
          Petros and Previ. This way, the independent appraiser chosen according
          to this  system was Credit  Lyonnais  Securities  (USA) Inc.  ("Credit
          Lyonnais"),   which  started,  on  October  29,  2001,  the  works  of
          evaluation  with the support of consultants  experienced in the market
          of  petrochemicals,  law  firms  (legal  and  tax  aspects)  and  also
          industrial and environmental consultants; and

(v)       In this context,  the evaluations of the  INCORPORATED and also of the
          INCORPORATOR,  for the  purposes of  determining  the shares  exchange
          ratio,  were  conducted  by Credit  Lyonnais  based on its  respective
          economic  values  verified  according to the methodology of discounted
          cash flow. The reference date of the  evaluations was May 31, 2002 and
          the period of projection  of the cash flow was from 2002 to 2011,  the
          results being  validated by the comparison with multiples of market of
          other national and international companies of similar features;

The  managements  of  the  PARTIES  hereby  propose  the  incorporation  of  the
INCORPORATED by the  INCORPORATOR by signing this Protocol and  Justification of
the Incorporation  ("Protocol")  whit the purpose of establishing,  according to
articles 224 and 225 of Law # 6.404 dated December 15, 1976, the following terms
and conditions:

   1. PURPOSE OF THE OPERATION. INTEREST OF THE PARTIES IN ITS ACCOMPLISHMENT

1.1 The  purpose of the  operation  proposed  in this  Protocol  is to reach the
provisions  of WHEREAS of this Protocol in a way to provide all the PARTIES with
(a)  gains  of  synergy  arising  out of the  corporate  integration  of  second
generation  chemical  and  petrochemical   companies  with  the  center  of  raw
materials,  i.e.,  the  INCORPORATOR;  and (b) alignment of the interests of the
shareholders of the INCORPORATOR and INCORPORATED.

                             2. INCORPORATION BASES

2.1 The INCORPORATOR shall perform the incorporation of the INCORPORATED and the
accounting  net assets of the latter shall be  transferred  to the equity of the
INCORPORATOR,  which  shall  succeed it  according  to law  (universal  descent)
("Incorporation").

2.2 The  balances  of credit and debit  accounts  of the  INCORPORATED  shall be
transferred to the accounting books of the INCORPORATOR, paying attention to the
proper adaptations.

2.3 The  evaluation  of the  INCORPORATED,  for the  purposes of the  respective
accounting  entries into the INCORPORATOR,  was carried out at book value by the
specialized  company  mentioned

<PAGE>

in the following  item 3.1, on the reference  date  established in the following
item 3.3, based on the criteria foreseen in Law # 6.404 dated December 15, 1976,
for the elaboration of financial statements.

2.4 The assets,  rights and obligations of the INCORPORATED to be transferred to
the  INCORPORATOR  are those described in details in the evaluation  report,  at
book  value,  of the net assets of the  INCORPORATED  to be  transferred  to the
INCORPORATOR.

2.5 The  INCORPORATOR's  management  shall be in charge of  practicing  all acts
necessary to implement the Incorporation, and all the costs and expenses related
to said implementation shall run on its account.

2.6 The INCORPORATED shall be dissolved in full right.

               3. EVALUATION OF THE EQUITY OF THE INCORPORATED AND
                        REFERENCE DATE OF THE EVALUATION

3.1   The   indication   and    appointment   of   the    specialized    company
PricewaterhouseCoopers   Auditores   Independentes,   a   civil   company   with
headquarters  in the city of Sao Paulo at Av.  Francisco  Matarazzo,  n.o 1.700,
from the 7th to the 11th  floors  and  from the 13th to the 20th  floors,  Torre
Torino,  with branch in the city of Salvador at Rua Miguel  Calmon,  n.o 555, 9o
andar,  secondarily registered at the Regional Board of Accountancy of the State
of Bahia under # CRC  2SP000160/O-5 "S" BA and enrolled at the Tax Roll of Legal
Entities of the Treasury Department under # 61.562.112/0004-73, with articles of
Incorporation  filed at the 4th  Registry  of  Documents  of Sao  Paulo,  SP, on
September  17, 1956,  and further  amendments  registered at the 2nd Registry of
Documents  of Sao Paulo,  SP, the last of them being filed  (microfilm)  under #
68.444 on April 15,  2002,  represented  by its partner,  Mr.  Marco  Aurelio de
Castro e Melo, Brazilian,  married, accountant, bearer of the identity card (RG)
#  16.951.877-SSP/SP,  enrolled  at the CPF  under #  078.020.188-46  and at the
Regional Council of Accountancy of the State of Bahia under # CRC  1SP153070/O-3
"S" BA, domiciled in the city of Salvador, Rua Miguel Calmon, n.o 555, 9o andar,
as the person in charge of preparing the accounting  evaluation report regarding
the  net  assets  of the  INCORPORATED  to be  transferred  to the  INCORPORATOR
("Accounting  Evaluation  Report"),  shall be ratified  by the  Special  General
Meeting of the  INCORPORATOR and  INCORPORATED,  under the terms of article 227,
ss. 1st of Law # 6.404 dated December 15, 1976.

3.2  PricewaterhouseCoopers  Auditores Independentes is a company specialized in
accounting  evaluations and its experts,  at the PARTIES'  managements  request,
have proceeded to (i) evaluate the equity of the INCORPORATED at the book value,
based on the  elements  appearing  on the  Balance  Sheets  of the  INCORPORATED
prepared on July 1st, 2002,  being that the investment in Nitrocarbono  S.A. was
audited   with  the   reference   date  May  31,   2002   ("Reference   Date  of
Incorporation"),  the  results  realized  by  the  Incorporation  being  already
calculated,  thus  constituting the value of the net assets to be transferred to
the INCORPORATOR,  and (ii) elaborate the Accounting Evaluation Report, which is
the Exhibit 3.2 attached to this Protocol,  the values being subject to previous
analysis and approval of the shareholders of the INCORPORATOR,  according to the
law.
<PAGE>

               4. FULL AMOUNT OF THE NET ASSETS TO BE INCORPORATED

4.1 Based on the Accounting Evaluation Report and according to the provisions of
the  following  clause  5.1,  the  value of the  accounting  net  assets  of the
INCORPORATED to be transferred to the INCORPORATOR is of R$ 60.913.435,88.

         5. TREATMENT OF EQUITY VARIATIONS UNTIL THE INCORPORATION DATE

5.1  The  equity   variations   verified  between  the  Reference  Date  of  the
Incorporation  and the effective  incorporation,  with  exclusion of the results
realized by the very  Incorporation,  shall be appropriated by the INCORPORATOR,
being  transferred to its  accounting  books,  with the necessary  changes being
made.

        6. DISTRIBUTION OF THE SHARES RESULTING FROM THE INCORPORATION -
                                 EXCHANGE RATIO

6.1 As a result of the Incorporation, the shareholders of the INCORPORATED shall
receive shares of the INCORPORATOR at the proportions specified below. The ratio
of exchange of shares of the  INCORPORATED  for shares of the  INCORPORATOR  was
established based on the economic values of each one of the PARTIES appearing in
the Economic Evaluation Report referred to in the following item 6.4:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
Company              Current number of    Economic value of      Economic value (in R$)    "Standard" lot    Exchange
                     shares issued        the company (in R$)    per "standard" lot of     of shares         ratio(*)
                                                                 shares
---------------------------------------------------------------------------------------------------------------------
<S>                      <C>                 <C>                                 <C>                <C>      <C>
INCORPORATOR(+)          1.737.796.398       1.694.682.729,04                    975,19             1.000           -
---------------------------------------------------------------------------------------------------------------------
INCORPORATED               135.608.491         117.940.845,14                    869,72             1.000    0,891841
---------------------------------------------------------------------------------------------------------------------
</TABLE>

(+) Amount of shares of the INCORPORATOR,  not considering the 54.620.037 shares
on treasury.
(*) Quantity of shares of the INCORPORATOR that shall be received per each share
held in the INCORPORATED.

6.2 The economic values of the INCORPORATOR  and  INCORPORATED  used as basis of
the exchange ratio  established in the Economic  Evaluation  Report,  as defined
below,  include  the  value  attributed  to  the  passive  contingencies  of the
companies involved and of the Chemical and Petrochemical Assets of Group PRONOR,
as appearing in their respective  financial  statements and/or indicated briefly
in an exhibit to the  Economic  Evaluation  Report,  weighted  according  to the
probabilities that the considered contingencies might be incurred,  according to
the opinion of legal consultants hired for this purpose and of JP Meio Ambiente,
in  respect to the  contingencies  of  environmental  nature.  For  conservatism
reasons,  active  superveniences  of  the  INCORPORATED,  of  the  Chemical  and
Petrochemical  Assets  of  Group  Mariani  and  of  the  INCORPORATOR  were  not
considered for the purposes of defining their respective economic values.

6.2.1 PRONOR as controller of the "Chemical and  Petrochemical  Assets Mariani",
declares that the values of the passive contingencies of the INCORPORATED and of
the companies  controlled,  either directly or indirectly,  by the INCORPORATED,
identified in the exhibit to the Economic  Evaluation Report (as defined below),
are  reflected in the audited  financial  statements of the  INCORPORATED,  when
applicable according to the accounting principles generally accepted in Brazil.
<PAGE>

6.3 The shareholder of the  INCORPORATED  shall not exercise the right of recess
in the Incorporation.

6.4 At the meeting of the Managing Board of the INCORPORATOR held on October 31,
2001, the Board of Directors ratified the hiring of Credit Lyonnais, with office
at 1301 Avenue of the Americas,  as the investment  bank in charge of performing
(i) the economic  evaluation  of the PARTIES for the  purposes  mentioned in the
above  item 6.1 and (ii)  the  elaboration  of the  Economic  Evaluation  Report
constituting  exhibit 6.4 attached to this  Protocol,  and said  appointment  is
subject to ratification by the Special General Meeting of the  INCORPORATOR  and
the values,  appearing in the Economic  Evaluation  Report,  subject to previous
analysis and approval by the shareholders of the INCORPORATOR,  according to the
law.

                       7. INCORPORATOR'S CAPITAL INCREASE

7.1 As a result of the Incorporation,  the corporate capital of the INCORPORATOR
shall  increase  from the current R$  1.201.589.666,71  to R$  1.262.423.102,59,
therefore an increase of R$ 60.913.435,88. The increase of the corporate capital
of the INCORPORATOR will be made upon the issue of 120.941.326 new shares, being
43.634.909 common shares and 77.306.417 class A preferred shares,  with the same
rights and advantages attributed according to the by-laws of the INCORPORATOR.

7.2 The  Incorporation  of the  INCORPORATED  shall  occur at the  same  General
Meeting  that shall  approve  the  incorporation,  by the  INCORPORATOR,  of OPP
PRODUTOS   PETROQUIMICOS   S.A.,  a  holding   company  that  holds  a  relevant
stockholding in the "Chemical and Petrochemical  Assets of Group Odebrecht".  In
this  context,  the  corporate  capital of the  INCORPORATOR,  by the end of the
process of Incorporation,  is estimated to be R$  1.845.398.533,72  divided into
1.226.091.148   common  shares  and  2.172.222.076   preferred   shares,   being
2.160.764.336 class A preferred shares and 11.457.740 class B preferred shares.

                               8. INDEMNIFICATION

8.1 PRONOR,  already qualified,  herein irrevocably commits itself to indemnify,
defend and hold  INCORPORATOR  harmless in respect to any and all loss,  damage,
cost, fine, penalty or expense (including interests,  fine, monetary correction,
lawyer's  fees  and  legal   costs)("Loss")   that  might  be  incurred  by  the
INCORPORATOR or by any companies controlled,  either directly or indirectly,  by
the  INCORPORATOR,  as a result of any and all obligation,  either contingent or
absolute,  arising  out of the  INCORPORATED  and/or its  controlled  companies,
either  direct  or  indirect,   including,   but  not  limited  to  labor,  tax,
environmental,  social security,  civil,  insurance and/or financial nature ones
resulting from agreements executed, acts practices,  facts or omissions occurred
before and/or on the date of approval of the  Incorporation  by the shareholders
of the  INCORPORATOR at the General Meeting  referred to in the above Clause 7.2
("SGM Date"),  observing that PRONOR's  obligation to indemnify the INCORPORATOR
does not include the  obligations  appearing in the Economic  Evaluation  Report
and/or its respective exhibits of legal and environmental  audit,  provided,  in
any case,  the  provisions of the following  clauses 8.2 and 8.2.1 and 8.2.2 are
observed.
<PAGE>

8.1.1 The  indemnification  referred to in the above Clause 8.1,  subject to the
provisions of clauses 8.2 and 8.2.1, shall be paid by PRONOR to the INCORPORATOR
in  cash,  within  the term of 30  (thirty)  days  from  the  date on which  the
INCORPORATOR  or its direct or indirect  controlled  companies,  including those
arising out of the INCORPORATED,  as the case might be, effectively  incur(s) in
Loss or make(s) the disbursement related to the respective Loss, whatever occurs
first. The  indemnifications  foreseen herein will be added by all taxes,  costs
and expenses  eventually  falling or incurred in a way that the equity and value
of the INCORPORATOR are reconciled as if the Loss had not been incurred.

8.1.2 Every semester,  the INCORPORATOR shall make available to its shareholders
represented  in the Managing  Board and to the members of the  Managing  Board a
report informing (i) the credits  received in view of the active  superveniences
of the INCORPORATED and their controlled  companies,  either direct or indirect,
transferred   to  the   INCORPORATOR   and  (ii)   the   Losses   incurred   and
indemnifications  paid  under  the terms of this  Clause,  it being  right  that
shareholders  holding,  jointly or individually,  at least 5% (five per cent) of
the  voting  capital of the  INCORPORATOR,  as well as the  shareholder  PRONOR,
irrespective  of its direct or indirect  interest  in the voting  capital of the
INCORPORATOR,  shall be entitled to, during the 30 (thirty)  days  following the
delivery of said report, request and receive, from the INCORPORATOR, information
about the defense and/or questions about any prospective  Losses, as well as the
documentation related to Losses incurred and to the respective indemnification.

8.2  PRONOR's  obligation  to  indemnify  set forth in the above  Clause  8.1 is
subject to the following limitations and PRONOR is in charge of indemnifying the
INCORPORATOR for Losses:  (i) at a value proportional to the stockholding of the
INCORPORATED in the company it controls,  either directly or indirectly,  if the
Loss is incurred by this  company;  (ii) whose  individual  value is equal to or
higher than R$ 25.000.000,00  (twenty-five million reais), annually corrected by
the IGP-M, provided that, if there are multiple Losses related to or arising out
of one or a series of occurrences or events of the same nature, the value of the
Losses  resulting  from each one of these events shall be added for the purposes
of determining  if they meet the limit  established in this item (ii); and (iii)
that are claimed,  filed or collected from the INCORPORATOR  and/or companies it
controls,  either directly or indirectly,  by whom it may concern,  by any means
admitted in court or  thereout,  during the term of 5 (five)  years from the SGM
Date.

8.2.1 PRONOR's  obligation to indemnify the INCORPORATOR under the terms of this
Clause  shall  be  reduced  by  the  value  of  the   "Credits   Used  -  Active
Superveniences"  existing on the date on which the Loss is  incurred,  up to the
limit of this value. For the purposes  foreseen  herein,  "Credits Used - Active
Superveniences"  mean effective credits already used by the INCORPORATOR  and/or
its  controlled  companies,  either  direct  or  indirect,  net of  income  tax,
contributions  and other  deductions  incurred  on  account of or with a view to
their reception or acknowledgement,  related to facts or acts occurred until the
SGM  Date,  in  any  case  arising  out  of  the  active  superveniences  of the
INCORPORATED or its controlled companies,  either direct or indirect,  expressly
related  in  the  Exhibit  -  Economic   Evaluation  Report,  and,  also,  whose
constitution  or  acknowledgement  has  arisen  out of a  final  legal  decision
transited  in rem  judicatam.  The  partial or total  liquidation  of any PRONOR
obligation of indemnifying the INCORPORATOR upon the deduction by Credits Used -
Active  Superveniences,  under the terms of this Clause, shall be effected under
resolution,  to the extent  that,  if an action for  rescission  is  proposed in
respect to any of the Credits Used - Active  Superveniences used and this action
manages to deconstitute it by any means and at any time, PRONOR shall indemnify
<PAGE>

the  INCORPORATOR  in full for the Loss payable,  whose  original value shall be
added by the variation of the Interbanking  Deposit  Certificates - CDI from the
date on  which  the  Loss  has been  incurred  until  the date of the  effective
indemnification.

8.2.2 If the value of the Credits  Used - Active  Superveniences  is higher than
the amount of the Loss, PRONOR shall have a creditor balance deductible from its
eventual  obligation of  indemnifying  the  INCORPORATOR,  corresponding  to the
difference  between (i) the Credits  Used - Active  Superveniences  and (ii) the
Loss,  being  that  said  creditor  balance  shall be used  exclusively  for the
purposes of deducting eventual Losses verified during the life of this Clause 8.
After the end of the  indemnification  term  foreseen  in this  Clause 8 and the
liquidation of the Losses,  an eventual  creditor balance shall be automatically
extinct for all legal effects.

                               9. OTHER PROVISIONS

9.1 In the context of the Incorporation of 52114 into the INCORPORATOR,  in case
of indirect alienation of the stockholding of Nitrocarbono S.A., an open company
controlled  by  52114,  the  INCORPORATOR  shall  respect  and  comply  with the
provisions of article 254-A of Law # 6.404/76, amended by Law # 10.303/2001, and
Instruction CVM # 361/2002.

                                 10. CONCLUSION

10.1 Messrs.  Shareholders of the INCORPORATED and  INCORPORATOR,  these are the
norms and procedures that,  according to the law, we have formulated in order to
rule this operation of  incorporation,  which the respective Boards of Directors
consider as being of corporate interest.

                            Camacari, July 26, 2002.

                     COPENE - PETROQUIMICA DO NORDESTE S.A.

                               (signed: illegible)

                               (signed: illegible)

                            52114 PARTICIPACOES S.A.

                               (signed: illegible)

                               (signed: illegible)

                            PRONOR PETROQUIMICA S.A.

                               (signed: illegible)

                               (signed: illegible)

Seal: BOARD OF TRADE OF THE STATE OF BAHIA - JUCEB
<PAGE>

I  hereby  certify  the  record  on  08/20/2002,   under  #  96392385,  protocol
02/177685-7 Company: 29 3 0000693 9
BRASKEM S/A
(signed: illegible), Fidelis Rocco Sarno, General Secretary

Stamp: JUCEB
It is according to its original.
(signed: illegible), clerk
On 08/16/02