<PAGE>
                                                        Exhibit 4.04

  PROTOCOL AND JUSTIFICATION OF THE OPERATION OF INCORPORATION OF OPP PRODUTOS
          PETROQUIMICOS 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
no.  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

OPP PRODUTOS  PETROQUIMICOS  S.A., a company with  headquarters at Rua Eteno no.
1.582, sala 02, city of Camacari,  state of Bahia, enrolled at the CNPJ/MF under
# 04.406.103/0001-70, NIRE # 29.300.025.291, herein represented according to its
By-laws, hereinafter simply referred to as "INCORPORATED";

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

and also

ODEBRECHT S.A., a joint stock company with headquarters at Av. Luiz Viana Filho,
no.  2.841,   Paralela,   Salvador,   BA,   enrolled  at  the  CNPJ/MF  under  #
15.105.588/0001-15,  herein represented by its Directors,  Pedro Augusto Ribeiro
Novia and Newton Sergio de Souza hereinafter simply referred to as "ODEBRECHT";

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  Odebrecht",  which are  comprised,  among  others,  of the
     following  investments:  (a) 100% of the voting  capital  and 81.28% of the
     total  capital  of  OPP  QUIMICA  S.A.,   producer  of   polyethylene   and
     polypropylene;  (b)  64,4% of the  voting  capital  and  36,3% of the total
     capital of TRIKEM S.A., producer of PVC and chlorine-soda; and (c) 29.5% of
     the voting and total capital of COPESUL - COMPANHIA  PETROQUIMICA DO SUL, a
     center of raw materials of the Pole of Triunfo;


<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 in the following


<PAGE>

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,  no. 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, no. 555, 9(0)
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,  no. 555,  9(0)
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, section 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 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.

               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$ 582.895.431,13.


<PAGE>

         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
originated  by the  very  incorporation,  shall  be  accounted  directly  in the
INCORPORATOR.

        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      Economic value of     Economic value (in R$)   "Standard" lot     Exchange
                     of shares issued    the company (in R$)   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           723.453.689       1.448.114.623,98              2.001,67            1.000           2.052592
---------------------------------------------------------------------------------------------------------------------
(+) 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.

</TABLE>

6.1.1  Notwithstanding  the fact that the INCORPORATED holds 81,28% of the total
capital of OPP QUIMICA S.A.,  for the purposes of  evaluation,  the ownership of
100%  of  these  Chemical  and  Petrochemical  Assets  of  Group  Odebrecht  was
considered,  considering  the option to purchase this remaining  interest in the
capital of OPP QUIMICA  S.A. at a fixed  price,  which option shall remain valid
after  the  Incorporation,  and said  price  has been  fully  considered  in the
indebtedness of the  INCORPORATED,  for the purposes of determining the exchange
ratio mentioned in this Clause.

6.1.2  Notwithstanding  the fact that the INCORPORATED  holds 36,3% of the total
capital of TRIKEM S.A., for the purposes of  evaluation,  the ownership of 38,1%
of these Chemical and  Petrochemical  Assets of Group  Odebrecht was considered,
considering the option to purchase this remaining interest in the capital of OPP
QUIMICA  S.A.  at a price  equal to the  corrected  price of  alienation,  still
lacking  payment by Copesul - COMPANHIA  PETROQUIMICA DO SUL, which option shall
be perfectly  formalized and registered  before the Registry of Documents before
the  Incorporation,  with a  forecast  that it  shall  remain  valid  after  the
Incorporation,  under the  penalty of being  disregarded,  for the  purposes  of
evaluating and, as a consequence, determining the exchange ratio subject of this
Clause.

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
Odebrecht,   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 Odebrecht


<PAGE>

and of the  INCORPORATOR  were not considered for the purposes of defining their
respective economic values.

6.2.1 ODEBRECHT as controller of the PARTIES involved,  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.

6.2.2 In compensation for the  non-utilization  of active  superveniences of the
INCORPORATED  for the purposes of determining  its economic value by the time of
the  incorporation,  the rights arising out of an eventual  credit that might be
acknowledged  by a  legal  decision  in the  action  #  2001.34.00.029764-8,  in
progress at the 8th Federal  Court of Brasilia  and action #  99.0000.152-8,  in
progress  at the 15th  Federal  Court of Rio de  Janeiro,  both of them  against
Centrais Eletricas Brasileiras S.A. - Eletrobras,  shall be assigned to the sole
shareholder  of the  INCORPORATED,  being  that said  assignment,  for all legal
effects, shall be effective from the incorporation.

6.3 The shareholder of the  INCORPORATED  shall not exercise the right of recess
in the Incorporation. It is also worth pointing out that the INCORPORATED issued
subordinate debentures on May 31, 2002, convertible into preferred shares issued
by it, which shall be held by only one  debenture  holder.  In  compliance  with
article  231  of  Law  6404/76,  the  holder  of the  debentures  issued  by the
INCORPORATED  has already  consented to the  Incorporation,  as appearing in the
"Private  Instrument of Deed of Private  Issue of  Subordinate  and  Convertible
Debentures,  without Guarantees,  of OPP Produtos  Petroquimicos S.A." ("Deed of
Issue of Debentures OPP-PP").  The indebtedness of the INCORPORATED  represented
by the  debentures  subject of the Deed of Issue of Debentures  OPP-PP was fully
considered in its evaluation and, therefore, for the purposes of determining the
exchange ratio mentioned in this clause.

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$  1.784.485.097,84,
therefore  an  increase of R$  582.895.431,13.  The  increase  of the  corporate
capital of the  INCORPORATOR  will be made upon the issue of  1.484.955.464  new
shares,  being  535.763.077  common  shares and  949.192.387  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 52114
Participacoes  S.A.,  a holding  company  that holds 100% of the  "Chemical  and
Petrochemical  Assets of Group Mariani".  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


<PAGE>

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.

7.3  Considering  that  the  INCORPORATED  issued  debentures  convertible  into
preferred  shares,  as  mentioned  in the  above  item  6.3,  as a result of the
Incorporation,  the INCORPORATOR  shall appear as issuer of said debentures.  As
provided  for in clause  3.6.8 of the Deed of Issue of  Debentures  OPP-PP,  the
criteria of conversion to be applied to this  conversion of the debentures  into
shares  representing the corporate capital of the INCORPORATOR  shall be changed
by means of an  amendment  to the Deed of Issue of  Debentures  OPP-PP and shall
take  into  account  the  terms  and  conditions  of  the  incorporation  of the
INCORPORATED by the INCORPORATOR.  In view of the amendment, clause 3.6.1 of the
Deed of Issue of Debentures OPP-PP shall read as follows: "The Debentures may be
converted at any time, at the discretion of the debenture holders,  at their Par
Value  added by  Compensation,  at the  conversion  price of R$  975,19/thousand
shares of the Issuer.  Said price of conversion shall be corrected  according to
the  same  criteria  of  correction  of the  Par  Value.  In the  operations  of
conversion  where there is no  equivalence  of values and the  debenture  holder
becomes  the  creditor  of an  amount  lower  than the  amount of a share of the
Issuer,  the Issuer,  simultaneously to the conversion,  shall pay, in cash, the
value of the fraction of share payable to the debenture  holder." The debentures
shall be convertible  into class A preferred shares of the  INCORPORATOR,  up to
the limit allowed by the structure of capital of the  INCORPORATOR  by that time
and, from then on, the  proportion  of 1/3 and 2/3 between  common and preferred
shares shall be observed.

7.4 It is also worth  pointing out that, as foreseen in clause 3.6.9 of the Deed
of  Issue  of  Debentures  OPP-PP,  if  the  Incorporation  is  approved  by the
shareholders of the INCORPORATED and INCORPORATOR, the holders of the debentures
on the date of the  Incorporation  shall be obliged to grant to the shareholders
of the  INCORPORATOR,  holders  of  common  or  preferred  shares,  the right to
purchase a part of the debentures, at the proportion of the corporate capital of
the INCORPORATOR held by each one after the Incorporation. The right to purchase
debentures  to be granted  by the  debenture  holders  may be  exercised  by the
shareholders of the INCORPORATOR  within the non-extendable  term of 30 (thirty)
days as of the  publishing  of notice to the  shareholders  of the  INCORPORATOR
about the granting of the right to purchase  debentures.  The purchase  price of
the debentures subject of the purchase option shall be the Par Value (as defined
in the Deed of Issue of Debentures  OPP-PP) added by Compensation (as defined in
clause 3.14 of the Deed of Issue of Debentures  OPP-PP) they  deserve,  up front
and in national currency. For the purposes of establishing the purchase price of
the debentures,  the Compensation  will be calculated pro rata temporis from the
Date of Issue (as defined in the Deed of Issue of  Debentures  OPP-PP) until the
date of purchase of said debentures.

7.5 Finally,  as a result of the  Incorporation and of the amendment to the Deed
of Issue of Debentures OPP-PP, as proposed in the above item 7.3, the authorized
capital  established in the first paragraph of article 4th of the By-laws of the
INCORPORATOR  shall be amended in order to include the value of the  increase in
the  corporate  capital  of the  INCORPORATOR  in  case  the  right  to  convert
debentures into shares of the  INCORPORATOR is exercised,  under the terms to be
established in the annex to the Deed of Issue of Debentures OPP-PP.

                               8. INDEMNIFICATION

8.1 ODEBRECHT 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


<PAGE>

and/or its controlled  companies,  either direct or indirect, 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  ODEBRECHT'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.

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  ODEBRECHT  to the
INCORPORATOR in cash, within the term of 30 (thirty) days from the date on which
the  INCORPORATOR  and/or the direct or  indirect  controlled  companies  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  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  ODEBRECHT's  obligation  to indemnify  set forth in the above Clause 8.1 is
subject to the following  limitations and ODEBRECHT is in charge of indemnifying
the INCORPORATOR for Losses:  (i) at a value proportional to the stockholding of
the INCORPORATED in its direct or indirect  controlled  company(ies) if the Loss
is incurred by this Asset, provided that, in the case of OPP QUIMICA S.A. and of
TRIKEM S.A., the  indemnification  payable shall correspond to 100% (one hundred
per cent) and 38.1% (thirty-eight point one per cent), respectively, of the Loss
incurred;   (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 the direct or
indirect  controlled  companies of the INCORPORATED,  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  ODEBRECHT'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


<PAGE>

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
ODEBRECHT  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,  ODEBRECHT
shall indemnify 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,  ODEBRECHT 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. CONCLUSION

9.1 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)


                         OPP PRODUTOS PETROQUIMICOS S.A.

                               (signed: illegible)

                               (signed: illegible)

                                 ODEBRECHT S.A.

                               (signed: illegible)


<PAGE>

                               (signed: illegible)

Seal: BOARD OF TRADE OF THE STATE OF BAHIA - JUCEB
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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
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It is according to its original.
(signed: illegible), clerk
On 08/16/02

Annex: