Exhibit 2.40**FIFTH SUPPLEMENTAL INDENTURE**     FIFTH SUPPLEMENTAL INDENTURE (the “Fifth Supplemental Indenture”), effective as ofOctober 6, 2006, by and among PETROBRAS INTERNATIONAL FINANCE COMPANY, an exempted companyincorporated with limited liability under the laws of the Cayman Islands, having its principaloffice at 4th Floor, Harbour Place, 103 South Church Street, George Town, Grand Cayman,Cayman Islands (the “Company”), THE BANK OF NEW YORK, a New York banking corporation, assuccessor to JPMorgan Chase Bank, N.A., as Trustee hereunder (the“Trustee”), and PETRÓLEOBRASILEIRO S.A. – PETROBRAS, a mixed capital company (*sociedade de economia mista*) organized underthe laws of Brazil, having its principal office at Avenida República do Chile, 65, 20035-900 Rio deJaneiro – RJ, Brazil (“Petrobras”).**W I T N E S S E T H:**     **WHEREAS**, the Company and the Trustee previously have entered into an indenture, dated as ofJuly 19, 2002 (the “Original Indenture”, and as supplemented by this Fifth SupplementalIndenture and any further supplements thereto, the “Indenture”), providing for the issuancefrom time to time of secured or unsecured debentures, notes or other evidences of indebtedness ofthe Company to be issued in one or more series as provided in the Indenture;     **WHEREAS**, Section 9.01 of the Indenture provides that, subsequent to the execution of theOriginal Indenture and subject to satisfaction of certain conditions, the Company and the Trusteemay enter into one or more indentures supplemental to the Original Indenture to add to, change oreliminate any of the provisions of the Indenture in respect of one or more series of Securities (asdefined in the Indenture);     **WHEREAS**, on the date hereof the Company intends to issue pursuant to its RegistrationStatement on Form F-3 (File No. 333-118644) (the “Registration Statement”), originallydated August 30, 2004 and as amended on September 7, 2004, November 8, 2004 and July 15, 2005, theProspectus Supplement dated September 29, 2006 and related Base Prospectus dated July 28, 2005(collectively, the “Offering Document”) and the Indenture, U.S. $500,000,000 of its 6.125%Global Notes due 2016, in the form attached as Exhibit A hereto (the “Notes”), having theterms and conditions contemplated in the Offering Document as provided for in the OriginalIndenture, as supplemented by this Fifth Supplemental Indenture;     **WHEREAS**, as contemplated in the Offering Document, Petrobras and the Trustee intend, inconnection with the issuance of the Notes, to (i) enter into a Standby Purchase Agreement, dated asof the date hereof in the form attached as Exhibit B hereto (the “Standby PurchaseAgreement”), to provide the holders of the Notes (the “Holders”) with assurances that,if the Company shall fail to make all required payments of principal, interest or other amounts duein respect of the Notes and the Indenture, Petrobras will purchase the rights of the Holders toreceive such amounts in consideration of the payment by Petrobras of an amount of funds equal tothe amounts then owed under the Indenture and the Notes, subject to the provisions thereof and (ii)grant Holders of the Notes direct rights against Petrobras in respect of the Standby PurchaseAgreement by Petrobras being a party to the Indenture as provided herein;
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     **WHEREAS**, the Trustee has provided to the Company and Petrobras Statements of Eligibility underthe Trust Indenture Act of 1939, as amended, with respect to each of the Companies which have beenfiled as exhibits to the Registration Statement;     **WHEREAS**, any and all conditions and requirements necessary to make this Fifth SupplementalIndenture a valid, binding, and legal instrument in accordance with the terms of the Indenture havebeen performed and fulfilled and the execution and delivery of this Fifth Supplemental Indenturehave been in all respects duly authorized;     **WHEREAS**, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute anddeliver this Fifth Supplemental Indenture; and     **WHEREAS**, the Company and Petrobras have requested that the Trustee execute and deliver thisFifth Supplemental Indenture;     **NOW, THEREFORE,**for and in consideration of the premises and the mutual covenants containedherein and in the Indenture and for other good and valuable consideration, the receipt andsufficiency of which are herein acknowledged, the Company, Petrobras and the Trustee hereby agree,for the equal and ratable benefit of all Holders, as follows:**ARTICLE 1**