**Table of Contents**       **Page**SECTION 1. Definitions  2      SECTION 2. Guaranty  6      SECTION 3. Guaranty Absolute  7      SECTION 4. Independent Obligation  8      SECTION 5. Waivers and Acknowledgments  8      SECTION 6. Claims Against the Issuer  9      SECTION 7. Covenants  10      SECTION 8. Amendments, Etc.  13      SECTION 9. Indemnity  13      SECTION 10. Notices, Etc.  14      SECTION 11. Survival  14      SECTION 12. No Waiver; Remedies  14      SECTION 13. Continuing Agreement; Assignment of Rights Under theIndenture and the Notes  14      SECTION 14. Currency Rate Indemnity  14      SECTION 15. Governing Law; Jurisdiction; Waiver of Immunity, Etc.  15      SECTION 16. Execution in Counterparts  17      SECTION 17. Entire Agreement  17 
 

 
**EXECUTION VERSION****GUARANTY**     GUARANTY (this “Guaranty”), dated as of February 11, 2009, between PETRÓLEO BRASILEIROS.A.—PETROBRAS (the “Guarantor”), a *sociedade de economia mista*organized and existingunder the laws of the Federative Republic of Brazil (“Brazil”), and THE BANK OF NEW YORKMELLON, a New York banking corporation (formerly known as The Bank of New York), as trustee for theholders of the Notes (as defined below) issued pursuant to the Indenture (as defined below) (the“Trustee”).WITNESSETH:     WHEREAS, Petrobras International Finance Company, a Cayman Islands limited company and awholly-owned Subsidiary of the Guarantor (the “Issuer”), has entered into an Indenturedated as of December 15, 2006 (the “Original Indenture”) with the Trustee, as supplementedby the Second Supplemental Indenture among the Issuer, the Guarantor and the Trustee dated as ofthe date hereof (the “Second Supplemental Indenture”). The Original Indenture, assupplemented by the Second Supplemental Indenture and as amended or supplemented from time to timewith respect to the Notes, is hereinafter referred to as the “Indenture”;     WHEREAS, the Issuer has duly authorized the issuance of its notes in such principal amount oramounts as may from time to time be authorized in accordance with the Indenture and is, on the datehereof, issuing U.S.$1,500,000,000 of its 7.875% Global Notes due 2019 under the Indenture (the“Notes”);     WHEREAS, the Guarantor is willing to enter into this Guaranty in order to provide the holdersof the Notes (the “Noteholders”) with an irrevocable and unconditional guaranty that, ifthe Issuer shall fail to make any required payments of principal, interest or other amounts due inrespect of the Notes and the Indenture, the Guarantor will pay any such amounts whether at statedmaturity, or earlier or later by acceleration or otherwise;     WHEREAS, the Guarantor agrees that it will derive substantial direct and indirect benefitsfrom the issuance of the Notes by the Issuer;     WHEREAS, it is a condition precedent to the issuance of the Notes that the Guarantor shallhave executed this Guaranty.     WHEREAS, each of the parties hereto is entering into this Guaranty for the benefit of theother party and for the equal and ratable benefit of the Noteholders.     NOW, THEREFORE, the Guarantor and the Trustee hereby agree as follows:
1

 
          SECTION 1. Definitions (a) All capitalized terms used but not defined herein shall have the meanings ascribed to suchterms in the Original Indenture, as supplemented and amended by the Second Supplemental Indenture.All such definitions shall be read in a manner consistent with the terms of this Guaranty.     (b) As used herein, the following capitalized terms shall have the following meanings:          “Affiliate,” with respect to any Person, means any other Person that, directly orindirectly, controls, is controlled by or is under common control with such Person; it beingunderstood that for purposes of this definition, the term “*control*” (including the terms"*controlling*,” “*controlled by*” and “*under common control with*”) of a Person shall mean thepossession, direct or indirect, of the power to vote 25% or more of the equity or similar votinginterests of such Person or to direct or cause the direction of the management and policies of suchPerson, whether through the ownership of voting securities, by contract or otherwise.          “Authorized Representative” of the Guarantor or any other Person means the person orpersons authorized to act on behalf of such entity by its chief executive officer, president, chiefoperating officer, chief financial officer or any vice president or its Board of Directors or anyother governing body of such entity.          “Board of Directors”, when used with respect to a corporation, means either the boardof directors of such corporation or any committee of that board duly authorized to act for it, andwhen used with respect to a limited liability company, partnership or other entity other than acorporation, any Person or body authorized by the organizational documents or by the voting equityowners of such entity to act for them*.*          “Denomination Currency” has the meaning specified in Section 14(b).          “Guaranteed Obligations” has the meaning specified in Section 2.          “Indebtedness” means any obligation (whether present or future, actual or contingentand including, without limitation, any Guarantee) for the payment or repayment of money which hasbeen borrowed or raised (including money raised by acceptances and all leases which, undergenerally accepted accounting principles in the country of incorporation of the relevant obligor,would constitute a capital lease obligation).          “Judgment Currency” has the meaning specified in Section 14(b).          “Material Adverse Effect” means a material adverse effect on (a) the business,operations, assets, property, condition (financial or otherwise) or, results of operation, of theGuarantor together with its consolidated Subsidiaries, taken as a whole, (b) the validity orenforceability of this Guaranty or any other Transaction Document or (c) the ability of theGuarantor to perform its obligations under this Guaranty or any other Transaction Document, or (d)the material rights or benefits available to the Noteholders or the Trustee, as representative ofthe Noteholders under the Indenture, this Guaranty or any of the other Transaction Documents.
2

 
          “Material Subsidiary” means, as to any Person, any Subsidiary of such Person which, onany given date of determination, accounts for more than 10% of Petrobras’ total consolidatedassets, as such total assets are set forth on the most recent consolidated financial statements ofPetrobras prepared in accordance with Reporting GAAP (or if Petrobras does not prepare financialstatements in Reporting GAAP, consolidated financial statements prepared in accordance withBrazilian generally accepted accounting principles).          “Officer’s Certificate” means a certificate of an Authorized Representative of theGuarantor.          “Opinion of Counsel” means a written opinion of counsel from any Person eitherexpressly referred to herein or otherwise reasonably satisfactory to the Trustee which may include,without limitation, counsel for the Guarantor, whether or not such counsel is an employee of theGuarantor.          “Permitted Lien” means a:          (i) Lien granted in respect of Indebtedness owed to the Brazilian government, *Banco Nacionalde Desenvolvimento Econômico e Social*or any official government agency or department of thegovernment of Brazil or of any state or region thereof;          (ii) Lien arising by operation of law, such as merchants’, maritime or other similar Liensarising in the Guarantor’s ordinary course of business or that of any Subsidiary or Lien in respectof taxes, assessments or other governmental charges that are not yet delinquent or that are beingcontested in good faith by appropriate proceedings;          (iii) Lien arising from the Guarantor’s obligations under performance bonds or surety bondsand appeal bonds or similar obligations incurred in the ordinary course of business and consistentwith the Guarantor’s past practice;          (iv) Lien arising in the ordinary course of business in connection with Indebtedness maturingnot more than one year after the date on which such Indebtedness was originally incurred and whichis related to the financing of export, import or other trade transactions;          (v) Lien granted upon or with respect to any assets hereafter acquired by the Guarantor orany Subsidiary to secure the acquisition costs of such assets or to secure Indebtedness incurredsolely for the purpose of financing the acquisition of such assets, including any Lien existing atthe time of the acquisition of such assets as long as the maximum amount so secured shall notexceed the aggregate acquisition costs of all such assets or the aggregate Indebtedness incurredsolely for the acquisition of such assets, as the case may be;          (vi) Lien granted in connection with the Indebtedness of a Wholly-Owned Subsidiary owing tothe Guarantor or another Wholly-Owned Subsidiary;
3

 
          (vii) Lien existing on any asset or on any stock of any Subsidiary prior to the acquisitionthereof by the Guarantor or any Subsidiary as long as such Lien is not created in anticipation ofsuch acquisition;          (viii) Lien over any Qualifying Asset relating to a project financed by, and securingIndebtedness incurred in connection with, the Project Financing of such project by the Guarantor,any of the Guarantor’s Subsidiaries or any consortium or other venture in which the Guarantor orany Subsidiary has any ownership or other similar interest;          (ix) Lien existing as of the date of the Second Supplemental Indenture;          (x) Lien resulting from the Transaction Documents;          (xi) Lien incurred in connection with the issuance of debt or similar securities of a typecomparable to those already issued by the Issuer, on amounts of cash or cash equivalents on depositin any reserve or similar account to pay interest on such securities for a period of up to 24months as required by any Rating Agency as a condition to such Rating Agency rating such securitiesinvestment grade or as is otherwise consistent with market conditions at such time, as suchconditions are satisfactorily demonstrated to the Trustee;          (xii) Lien granted or incurred to secure any extension, renewal, refinancing, refunding orexchange (or successive extensions, renewals, refinancings, refundings or exchanges), in whole orin part, of or for any Indebtedness secured by a Lien referred to in paragraphs (i) through (xi)above (but not paragraph (iv)), provided that such Lien does not extend to any other property, theprincipal amount of the Indebtedness secured by such Lien is not increased, and in the case ofparagraphs (i), (ii), (iii) and (vi), the obligees meet the requirements of such paragraphs and inthe case of paragraph (viii), the Indebtedness is incurred in connection with a Project Financingby the Guarantor, any of the Guarantor’s Subsidiaries or any consortium or other venture in whichthe Guarantor or any Subsidiary have any ownership or other similar interests; and          (xiii) Lien in respect of Indebtedness the principal amount of which in the aggregate,together with all Liens not otherwise qualifying as the Guarantor’s Permitted Liens pursuant toclauses (i) through (xii) of this definition, does not exceed 15% of the Guarantor’s consolidatedtotal assets (as determined in accordance with Reporting GAAP) at any date as at which theGuarantor’s balance sheet is prepared and published in accordance with applicable Law.          “Process Agent has the meaning specified in Section 15(c).          “Project Financing” of any project means the incurrence of Indebtedness relating tothe exploration, development, expansion, renovation, upgrade or other modification or constructionof such project pursuant to which the providers of such Indebtedness or any trustee or otherintermediary on their behalf or beneficiaries designated by any such provider, trustee or otherintermediary are granted security over one or more Qualifying Assets relating to such
4

 
project for repayment of principal, premium and interest or any other amount in respect ofsuch Indebtedness.          “Qualifying Asset” in relation to any Project Financing means:     (i) any concession, authorization or other legal right granted by any GovernmentalAuthority to the Guarantor or any of the Guarantor’s Subsidiaries, or any consortium orother venture in which the Guarantor or any Subsidiary has any ownership or other similarinterest;     (ii) any drilling or other rig, any drilling or production platform, pipeline, marinevessel, vehicle or other equipment or any refinery, oil or gas field, processing plant, realproperty (whether leased or owned), right of way or plant or other fixtures or equipment;     (iii) any revenues or claims which arise from the operation, failure to meetspecifications, failure to complete, exploitation, sale, loss or damage to, such concession,authorization or other legal right or such drilling or other rig, drilling or productionplatform, pipeline, marine vessel, vehicle or other equipment or refinery, oil or gas field,processing plant, real property, right of way, plant or other fixtures or equipment or anycontract or agreement relating to any of the foregoing or the Project Financing of any ofthe foregoing (including insurance policies, credit support arrangements and other similarcontracts) or any rights under any performance bond, letter of credit or similar instrumentissued in connection therewith;     (iv) any oil, gas, petrochemical or other hydrocarbon-based products produced orprocessed by such project, including any receivables or contract rights arising therefrom orrelating thereto and any such product (and such receivables or contract rights) produced orprocessed by other projects, fields or assets to which the lenders providing the ProjectFinancing required, as a condition therefor, recourse as security in addition to thatproduced or processed by such project; and     (v) shares or other ownership interest in, and any subordinated debt rights owing tothe Guarantor by, a special purpose company formed solely for the development of a project,and whose principal assets and business are constituted by such project and whoseliabilities solely relate to such project.          “Reporting GAAP” means (i) generally accepted accounting principles in effect in theUnited States of America applied on a basis consistent with the principles, methods, procedures andpractices in effect from time to time or (ii) International Financial Reporting Standards (IFRS) asadopted by the International Accounting Standards Board (IASB) as from the date the Guarantoradopts IFRS as its primary reporting or accounting standard in its reports filed with the SECpursuant to Section 13 or 15(d) of the Exchange Act.          “SEC” means the United States Securities and Exchange Commission.
5

 
          “Successor Company” has the meaning specified in Section 7(f)(A).          “Termination Date” has the meaning specified in Section 6.          “Transaction Documents” means, collectively, the Indenture, the Notes and thisGuaranty.     (c) Construction. The parties agree that items (1) through (5) of Section 1.01 of theOriginal Indenture shall apply to this Guaranty, except as otherwise expressly provided or unlessthe context otherwise requires.          SECTION 2. Guaranty. (a) The Guarantor hereby unconditionally and irrevocablyguarantees the full and punctual payment when due, as a guarantee of payment and not of collection,whether at the Stated Maturity, or earlier or later by acceleration or otherwise, of allobligations of the Issuer now or hereafter existing under the Indenture and the Notes, whether forprincipal, interest, make-whole premium, fees, indemnities, costs, expenses or otherwise (suchobligations being the “Guaranteed Obligations”), and the Guarantor agrees to pay any andall expenses (including reasonable and documented counsel fees and expenses) incurred by theTrustee or any Noteholder in enforcing any rights under this Guaranty with respect to suchGuaranteed Obligations. Without limiting the generality of the foregoing, the Guarantor’sliability shall extend to all amounts that constitute part of the Guaranteed Obligations and wouldbe owed by the Issuer to the Trustee or any Noteholder under the Indenture and the Notes but forthe fact that they are unenforceable or not allowable due to the existence of a bankruptcy,insolvency, reorganization or similar proceeding involving the Issuer.          (b) In the event that the Issuer does not make payments to the Trustee of all or any portionof the Guaranteed Obligations, upon receipt of notice of such non-payment by the Trustee, theGuarantor will make immediate payment to the Trustee of any such amount or portion of theGuaranteed Obligations owing or payable under the Indenture and the Notes. Such notice shallspecify the amount or amounts under the Indenture and the Notes that were not paid on the date thatsuch amounts were required to be paid under the terms of the Indenture and the Notes.          (c) The obligation of the Guarantor under this Guaranty shall be absolute and unconditionalupon receipt by it of the notice contemplated herein absent manifest error. The Guarantor shallnot be relieved of its obligations hereunder unless and until the Trustee shall have indefeasiblyreceived all amounts required to be paid by the Guarantor hereunder (and any Event of Default underthe Indenture has been cured, it being understood that the Guarantor’s obligations hereunder shallterminate following payment by the Issuer and/or the Guarantor of the entire principal, all accruedinterest and all other amounts due and owing in respect of the Notes and the Indenture. Allamounts payable by the Guarantor hereunder shall be payable in U.S. dollars and in immediatelyavailable funds to the Trustee.
6

 
          All payments actually received by the Trustee pursuant to this Section 2 after 1:00 p.m. (NewYork time) on any Business Day will be deemed, for purposes of this Guaranty, to have been receivedby the Trustee on the next succeeding Business Day.          SECTION 3. Guaranty Absolute (a) The Guarantor’s obligations under this Guaranty areabsolute and unconditional regardless of any law, regulation or order now or hereafter in effect inany jurisdiction affecting any of such terms or the rights of any Noteholder under its Notes or theIndenture. The obligations of the Guarantor under or in respect of this Guaranty are independentof the Guaranteed Obligations or any other obligations of the Issuer, the Issuer’s Subsidiaries orthe Guarantor’s Subsidiaries under or in respect of the Indenture and the Notes or any otherdocument or agreement, and a separate action or actions may be brought and prosecuted against theGuarantor to enforce this Guaranty, irrespective of whether any action is brought against theIssuer or whether the Issuer is joined in any such action or actions. The liability of theGuarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, andthe Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in anyway relating to, any or all of the following:     (i) any lack of validity or enforceability of any of the Transaction Documents;     (ii) any provision of applicable Law or regulation purporting to prohibit the paymentby the Issuer of any amount payable by it under the Indenture and the Notes;     (iii) any provision of applicable Law or regulation purporting to prohibit the paymentby the Guarantor of any amount payable by it under this Guaranty;     (iv) any change in the time, manner or place of payment of, or in any other term of,all or any of the Guaranteed Obligations or any other obligations of any other person orentity under or in respect of the Transaction Documents, or any other amendment or waiver ofor any consent to departure from any Transaction Document, including, without limitation,any increase in the obligations of the Issuer under the Indenture and the Notes as a resultof further issuances, any rescheduling of the Issuer’s obligations under the Notes of theIndenture or otherwise;     (v) any taking, release or amendment or waiver of, or consent to departure from, anyother guaranty or agreement similar in function to this Guaranty, for all or any of theobligations of the Issuer under the Indenture or the Notes;     (vi) any manner of sale or other disposition of any assets of any Noteholder;     (vii) any change, restructuring or termination of the corporate structure or existenceof the Issuer or the Guarantor or any Subsidiary thereof or any change in the name,purposes, business, capital stock (including ownership thereof) or constitutive documents ofthe Issuer or the Guarantor;     (viii) any failure of the Trustee to disclose to the Guarantor any information relatingto the business, condition (financial or otherwise), operations, performance,
7

 
properties orprospects of the Issuer or any of its Subsidiaries (the Guarantor hereby waiving any duty onthe part of the Trustee or any Noteholders to disclose such information);     (ix) the failure of any other person or entity to execute or deliver any other guarantyor agreement or the release or reduction of liability of any other guarantor or surety withrespect to the Indenture;     (x) any other circumstance (including, without limitation, any statute of limitations)or any existence of or reliance on any representation by the Trustee or any Noteholder thatmight otherwise constitute a defense available to, or a discharge of, the Issuer or theGuarantor or any other party; or     (xi) any claim of set-off or other right which the Guarantor may have at any timeagainst the Issuer or the Trustee, whether in connection with this transaction or with anyunrelated transaction.          (b) This Guaranty shall continue to be effective or be reinstated, as the case may be, if atany time any payment of any of the Guaranteed Obligations is rescinded or must otherwise bereturned by any Noteholder or any other person or entity upon the insolvency, bankruptcy orreorganization of the Issuer or the Guarantor or otherwise, all as though such payment had not beenmade.          SECTION 4. Independent Obligation. The obligations of the Guarantor hereunder areindependent of the Issuer’s obligations under the Notes and the Indenture. The Trustee, on behalfof the Noteholders, may neglect or forbear to enforce payment under the Indenture and the Notes,without in any way affecting or impairing the liability of the Guarantor hereunder. The Trusteeshall not be obligated to exhaust recourse or remedies against the Issuer to recover paymentsrequired to be made under the Indenture nor take any other action against the Issuer before beingentitled to payment from the Guarantor of all amounts contemplated in Section 2 hereof owedhereunder or proceed against or have resort to any balance of any deposit account or credit on thebooks of the Trustee in favor of the Issuer or in favor of the Guarantor. Without limiting thegenerality of the foregoing, the Trustee shall have the right to bring a suit directly against theGuarantor, either prior or subsequent to or concurrently with any lawsuit against, or withoutbringing suit against, the Issuer.          SECTION 5. Waivers and Acknowledgments (a) The Guarantor hereby unconditionally andirrevocably waives promptness, diligence, notice of acceptance, presentment, demand forperformance, notice of nonperformance, default, acceleration, protest or dishonor and any othernotice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement thatthe Trustee, onbehalf of the Noteholders, protect, secure, perfect or insure any Lien or any property subjectthereto or exhaust any right or take any action against the Issuer or any other Person.
8

 
          (b) The Guarantor hereby unconditionally and irrevocably waives any right to revoke thisGuaranty and acknowledges that this Guaranty is continuing in nature and applies to the GuaranteedObligations, whether the same are existing now or in the future.          (c) The Guarantor hereby unconditionally and irrevocably waives (i) any defense arising byreason of any claim or defense based upon an election of remedies by any Noteholder or the Trusteeon behalf of the Noteholders that in any manner impairs, reduces, releases or otherwise adverselyaffects the subrogation, reimbursement, exoneration, contribution or indemnification rights of theGuarantor or other rights of the Guarantor to proceed against the Issuer or any other person orentity and (ii) any defense based on any right of set-off or counterclaim against or in respect ofthe Guaranteed Obligations of the Guarantor hereunder.          (d) The Guarantor hereby unconditionally and irrevocably waives any duty on the part of theTrustee or any Noteholder to disclose to the Guarantor any matter, fact or thing relating to thebusiness, condition (financial or otherwise), operations, performance, properties or prospects ofthe Issuer now or hereafter known by the Trustee or any Noteholder, as applicable.          (e) The Guarantor acknowledges that it will receive substantial direct and indirect benefitsfrom the financing arrangements contemplated by the Transaction Documents and that the waivers setforth in this Section 5 are knowingly made in contemplation of such benefits.          (f) The recitals contained in this Guaranty shall be taken as the statements of the Issuer andthe Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness ofsame. The Trustee makes no representation as to the validity or sufficiency of this Guaranty, ofany offering materials, the Indenture or of the Notes.          (g) The Guarantor unconditionally and irrevocably waives, to the fullest extentpermitted under Brazilian law, any benefit it may be entitled to under Articles 827, 834, 835, 838and 839 of the Brazilian Civil Code, and under Article 595, caput, of the Brazilian Civil ProcedureCode.          SECTION 6. Claims Against the Issuer. The Guarantor hereby unconditionally andirrevocably agrees not to exercise any rights that it may now have or hereafter acquire against theIssuer or any other guarantor that arise from the existence, payment, performance or enforcement ofthe Guarantor’s obligations under or in respect of this Guaranty or any other Transaction Document,including, without limitation, any right of subrogation, reimbursement, exoneration, contributionor indemnification, or to participate in any claim or remedy of the Trustee, on behalf of theNoteholders, against the Issuer or any other person, whether or not such claim, remedy or rightarises in equity or under contract, statute or common law, including, without limitation, the rightto take or receive from the Issuer or any other person, directly or indirectly, in cash or otherproperty or by set-off or in any other manner, payment or security on account of such claim,remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payableunder this Guaranty shall have been paid in full in cash. If any amount shall be paid to theGuarantor in violation of the immediately preceding sentence at any time prior to the later of(a) the payment in full in cash of the Guaranteed Obligations and all other
9

 
amounts payable underthis Guaranty and (b) the date on which all of the obligations of the Issuer under the Indentureand the Notes have been discharged in full (the later of such dates being the “TerminationDate”), such amount shall be paid over to and received and held by the Trustee in trust for thebenefit of the Noteholders, shall be segregated from other property and funds of the Guarantor andshall forthwith be paid or delivered to the Trustee in the same form as so received (with anynecessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations andall other amounts payable under this Guaranty, whether matured or unmatured, in accordance with theterms of the Indenture. If (i) the Guarantor shall make payment to any Noteholder or the Trustee,on behalf of the Noteholders, of all or any part of the Guaranteed Obligations, (ii) all of theGuaranteed Obligations and all other amounts payable under this Guaranty shall have been paid infull in cash and (iii) the Termination Date shall have occurred, then the Trustee, on behalf of theNoteholders, will, at the Guarantor’s written request and expense, execute and deliver to theGuarantor appropriate documents, without recourse and without representation or warranty, necessaryto evidence the transfer by subrogation to the Guarantor of an interest in the GuaranteedObligations resulting from such payment made by the Guarantor pursuant to this Guaranty.          SECTION 7. Covenants. For so long as the Notes remain outstanding or any amountremains unpaid on the Notes and the Indenture, the Guarantor will, and will cause its Subsidiariesto, comply with the terms and covenants set forth below (except as otherwise provided in a dulyauthorized amendment to this Guaranty as provided herein):          (a) Performance of Obligations. The Guarantor shall pay all amounts owed by it andcomply with all its other obligations under the terms of this Guaranty and the Indenture inaccordance with the terms thereof.          (b) Maintenance of Corporate Existence. The Guarantor will (i) maintain in effect itscorporate existence and all registrations necessary therefor except as otherwise permitted bySection 7 (f) and (ii) take all actions to maintain all rights, privileges, titles to property,franchises, concessions and the like necessary or desirable in the normal conduct of its business,activities or operations; *provided, however,*that this Section 7(b) shall not require the Guarantorto maintain any such right, privilege, title to property or franchise if the failure to do so doesnot, and will not, have a Material Adverse Effect.          (c) Maintenance of Office or Agency. So long as any of the Notes are outstanding, theGuarantor will maintain in the Borough of Manhattan, The City of New York, an office or agencywhere notices to and demands upon the Guarantor in respect of this Guaranty may be served, and theGuarantor will not change the designation of such office without prior written notice to theTrustee and designation of a replacement office in the same general location.          (d) Ranking. The Guarantor will ensure at all times that its obligations under thisGuaranty will constitute the general senior unsecured and unsubordinated obligations of theGuarantor and will rank *pari passu*, without any preferences among themselves, with all otherpresent and future senior unsecured and unsubordinated obligations of the Guarantor (other than
10

 
obligations preferred by statute or by operation of law) that are not, by their terms, expresslysubordinated in right of payment to the obligations of the Guarantor under this Guaranty.          (e) Notice of Defaults. The Guarantor will give written notice to the Trustee, assoon as is practicable and in any event within ten calendar days after the Guarantor becomes aware,or should reasonably become aware, of the occurrence of any Default or Event of Default,accompanied by a certificate of anofficer of the Guarantor setting forth the detailsthereof and stating what action the Guarantor proposes to take with respect thereto.          (f) Limitation on Consolidation, Merger, Sale or Conveyance. (i) The Guarantor willnot, in one or a series of transactions, consolidate or amalgamate with or merge into anycorporation or convey, lease or transfer substantially all of its properties, assets orrevenuesto any person or entity (other than a direct or indirect Subsidiary of theGuarantor) or permit any person or entity (other than a direct or indirect Subsidiary of theGuarantor) to merge with or into it, unless:     (A) either the Guarantor is the continuing entity or the person (the “SuccessorCompany”) formed by such consolidation or into which the Guarantor is merged or thatacquired or leased such property or assets of the Guarantor will assume (jointly andseverally with the Guarantor unless the Guarantor shall have ceased to exist as a result ofsuch merger, consolidation or amalgamation), by an amendment to this Guaranty (the form andsubstance of which shall be previously approved by the Trustee), all of the Guarantor’sobligations under this Guaranty;     (B) the Successor Company (jointly and severally with the Guarantor unless theGuarantor shall have ceased to exist as part of such merger, consolidation or amalgamation)agrees to indemnify each Noteholder against any tax, assessment or governmental chargethereafter imposed on such Noteholder solely as a consequence of such consolidation, merger,conveyance, transfer or lease with respect to the payment of principal of, or interest on,the Notes pursuant to this Guaranty;     (C) immediately after giving effect to such transaction, no Event of Default,and no Default has occurred and is continuing; and     (D) the Guarantor has delivered to the Trustee an Officer’s Certificate and an Opinionof Counsel, each stating that such merger consolidation, sale, transfer or otherconveyance or disposition and the amendment to this Guaranty comply with the terms of thisGuaranty and that all conditions precedent provided for herein and relating to suchtransaction have been complied with.          (ii) Notwithstanding anything to the contrary in the foregoing, so long as no Default or Eventof Default shall have occurred and be continuing at the time of such proposed transaction or wouldresult therefrom and the Guarantor has delivered notice of any such transaction to the Trustee(which notice shall contain a description of such merger, consolidation or conveyance):
11

 
     (A) the Guarantor may merge, amalgamate or consolidate with or into, or convey,transfer, lease or otherwise dispose of all or substantially all of its properties, assetsor revenues to a direct or indirect Subsidiary of the Guarantor in cases when the Guarantoris the surviving entity in such transaction and such transaction would not have a MaterialAdverse Effect on the Guarantor and its Subsidiaries taken as a whole, it being understoodthat if the Guarantor is not the surviving entity, the Guarantor shall be required to complywith the requirements set forth in the previous paragraph; or     (B) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with orinto, or convey, transfer, lease or otherwise dispose of assets to, any person (other thanthe Guarantor or any of its Subsidiaries or Affiliates) in cases when such transaction wouldnot have a Material Adverse Effect on the Guarantor and its Subsidiaries taken as a whole;or     (C) any direct or indirect Subsidiary of the Guarantor may merge or consolidate with orinto, or convey, transfer, lease or otherwise dispose of assets to, any direct or indirectSubsidiary of the Guarantor; or     (D) any direct or indirect Subsidiary of the Guarantor may liquidate or dissolve if theGuarantor determines in good faith that such liquidation or dissolution is in the bestinterests of the Guarantor, and would not result in a Material Adverse Effect on theGuarantor and its Subsidiaries taken as a whole and if such liquidation or dissolution ispart of a corporate reorganization of the Guarantor.          (g) Negative Pledge. So long as any Note remains outstanding, the Guarantor will notcreate or permit any Lien, other than a Permitted Lien, on any of the Guarantor’s assets to secure(i) any of the Guarantor’s Indebtedness or (ii) the Indebtedness of any other person, unless theGuarantor contemporaneously creates or permits such Lien to secure equally and ratably theGuarantor’s obligations under this Guaranty or the Guarantor provides such other security for theNotes as is duly approved by the Trustee, at the direction of the Noteholders, in accordance withthe Indenture. In addition, the Guarantor will not allow any of the Guarantor’s MaterialSubsidiaries to create or permit any Lien, other than a Permitted Lien, on any of the Guarantor’sassets to secure (i) any of the Guarantor’s Indebtedness, (ii) any of the Indebtedness of theGuarantor’s Material Subsidiaries or (iii) the Indebtedness of any other person, unless itcontemporaneously creates or permits the Lien to secure equally and ratably the Guarantor’sobligations under this Guaranty or the Guarantor or such Material Subsidiary provides such othersecurity for the Notes as is duly approved by the Trustee, at the direction of the Noteholders, inaccordance with the Indenture.          (h) Provision of Financial Statements and Reports. (i) The Guarantor will provide tothe Trustee, in English or accompanied by a certified English translation thereof, (A) within 90calendar days after the end of each fiscal quarter (other than the fourth quarter), its unauditedand consolidated balance sheet and statement of income calculated in accordance with ReportingGAAP, (B) within 120 calendar days after the end of each fiscal year, its audited and consolidatedbalance sheet and statement of income calculated in accordance with Reporting GAAP and (C) suchother financial data as the Trustee may reasonably request.
12

 
          (ii) The Guarantor will provide, together with each of the financial statements deliveredpursuant to Sections 7(h)(i)(A) and (B), an Officer’s Certificate stating that a review of theactivities of the Guarantor and the Issuer has been made during the period covered by suchfinancial statements with a view to determining whether the Guarantor and the Issuer have kept,observed, performed and fulfilled their covenants and agreements under this Guaranty and that noDefault or Event of Default has occurred during such period or, if one or more have actuallyoccurred, specifying all such events and what actions have been taken and will be taken withrespect to such Default or Event of Default.     (iii) The Guarantor shall, whether or not it is required to file reports with the SEC,file with the SEC and deliver to the Trustee (for redelivery to all Noteholders) all reportsand other information as it would be required to file with the SEC under the Exchange Act ifit were subject to those regulations; *provided, however*, that if the SEC does not permit thefiling described in the first sentence of this Section 7(h)(iii), the Guarantor will provideannual and interim reports and other information to the Trustee within the same time periodsthat would be applicable if the Guarantor were required and permitted to file these reportswith the SEC.     (iv) Upon written request of any Holder or The Depository Trust Company (DTC), thereports and other information provided for in this paragraph (h) shall be delivered by DTCrepresenting the Noteholders, at 55 Water Street, 25th Floor, New York, NY, 10041,Attention: Proxy Department, or such other address as DTC may provide to the Trustee inwriting.     (v) Delivery of the above reports to the Trustee is for informational purposes only andthe Trustee’s receipt of such reports shall not constitute constructive notice of anyinformation contained therein or determinable from information contained therein, includingthe Guarantor’s compliance with any of its covenants in the Indenture (as to which theTrustee is entitled to rely exclusively on an Officer’s Certificate).          SECTION 8. Amendments, Etc.          No amendment or waiver of any provision of this Guaranty and no consent to any departure bythe Guarantor therefrom shall in any event be effective unless the same shall be in writing andsigned by the Trustee and the Guarantor, and then such waiver or consent shall be effective only inthe specific instance and for the specific purpose for which given. For the avoidance of doubt,Article IX of the Indenture shall apply to an amendment to this Guaranty to determine whether theconsent of Holders is required for an amendment and if so, the required percentage of Holders ofthe Notes required to approve the amendment.          SECTION 9. Indemnity. The Guarantor agrees to fully indemnify the Trustee and anypredecessor Trustee and their agents for, and to hold it harmless against, any and all loss,liability, damages, claims or expense arising out of or in connection with the performance of itsduties under this Guaranty, including the costs and expenses of defending itself against any claimor liability in connection with the exercise or performance of any of its powers or dutieshereunder except to the extent that any such loss, liability or expense may be attributable to itsnegligence or bad faith.
13

 
          SECTION 10. Notices, Etc.(a) All notices and other communications provided forhereunder shall be in writing (including telegraphic or telecopy) and mailed, telecopied ordelivered by hand, if to the Guarantor, addressed to it at Avenida República do Chile, 65,20035-900 Rio de Janeiro — RJ, Brazil, Telephone: (55-21) 3224-4079, Telecopier: (55-21)3224-6197, Attention: Sonia Tereza Terra Figueiredo Vasconcellos, Corporate Finance & Treasury/DebtControl, if to the Trustee, at The Bank of New York, 101 Barclay Street, 4E, New York, New York,10286, USA, Telephone: (1-212) 815-5616, Telecopier: (1-212) 815-5603, Attention: Corporate TrustDepartment or, as to any party, at such other address as shall be designated by such party in awritten notice to each other party. All such notices and other communications shall, whentelecopied, be effective when transmitted. Delivery by telecopier of an executed counterpart of asignature page to any amendment or waiver of any provision of this Guaranty shall be effective asdelivery of an original executed counterpart thereof.          (b) All payments made by the Guarantor to the Trustee hereunder shall be made to the PaymentAccount (as defined in the Indenture).          SECTION 11. Survival. Without prejudice to the survival of any of the other agreementsof the Guarantor under this Guaranty or any of the other Transaction Documents, the agreements andobligations of the Guarantor contained in Section 2 (with respect to the payment of all otheramounts owed under the Indenture), Section 9 and Section 14 shall survive the payment in full ofthe Guaranteed Obligations and all of the other amounts payable under this Guaranty, thetermination of this Guaranty and/or the resignation or removal of the Trustee.          SECTION 12. No Waiver; Remedies. No failure on the part of the Trustee to exercise,and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall anysingle or partial exercise of any right hereunder preclude any other or further exercise thereof orthe exercise of any other right.The remedies herein provided are cumulative and not exclusive of any remedies provided by law.          SECTION 13. Continuing Agreement; Assignment of Rights Under the Indenture and theNotes. This Guaranty is a continuing guaranty and shall (a) remain in full force and effectuntil the later of (i) the repayment in full by the Issuer of all amounts due and owing under theIndenture with respect to the Notes and (ii) the repayment in full of all Guaranteed Obligationsand all other amounts payable under this Guaranty, (b) be binding upon the Guarantor, itssuccessors and assigns and (c) inure to the benefit of and be enforceable by the Trustee, on behalfof Noteholders, and their successors, transferees and assigns. Without limiting the generality ofclause (c) of the immediately preceding sentence, any Noteholder may assign or otherwise transferits rights and obligations under the Indenture (including, without limitation, the Note or Notesheld by it) to any other person or entity, and such other person or entity shall thereupon becomevested with all the benefits in respect thereof granted to such Noteholder herein or otherwise, ineach case as and to the extent provided in the Indenture. The Guarantor shall not have the right toassign its rights hereunder or any interest herein without the prior written consent of all of theNoteholders.          SECTION 14. Currency Rate Indemnity(a) The Guarantor shall (to the extent lawful)indemnify the Trustee and the Noteholders and keep them indemnified against:
14

 
     (i) in the case of nonpayment by the Guarantor of any amount due to the Trustee, onbehalf of the Noteholders, under this Guaranty any loss or damage incurred by any of themarising by reason of any variation between the rates of exchange used for the purposes ofcalculating the amount due under a judgment or order in respect thereof and those prevailingat the date of actual payment by the Guarantor; and     (ii) any deficiency arising or resulting from any variation in rates of exchangebetween (a) the date as of which the local currency equivalent of the amounts due orcontingently due under this Guaranty or in respect of the Notes is calculated for thepurposes of any bankruptcy, insolvency or liquidation of the Guarantor, and (b) the finaldate for ascertaining the amount of claims in such bankruptcy, insolvency or liquidation.The amount of such deficiency shall be deemed not to be increased or reduced by anyvariation in rates of exchange occurring between the said final date and the date of anybankruptcy, insolvency or liquidation or any distribution of assets in connection therewith.          (b) The Guarantor agrees that, if a judgment or order given or made by any court for thepayment of any amount in respect of its obligations hereunder is expressed in a currency (the“Judgment Currency”) other than U.S. dollars (the “Denomination Currency”), it willindemnify the relevant Holder and the Trustee against any deficiency arising or resulting from anyvariation in rates of exchange between the date at which the amount in theDenomination Currency is notionally converted into the amount in the Judgment Currency for thepurposes of such judgment or order and the date of actual payment thereof.          (c) The above indemnities shall constitute separate and independent obligations of theGuarantor from its obligations hereunder, will give rise to separate and independent causes ofaction, will apply irrespective of any indulgence granted from time to time and will continue infull force and effect notwithstanding any judgment or the filing of any proof or proofs in anybankruptcy, insolvency or liquidation of the Guarantor for a liquidated sum or sums in respect ofamounts due under this Guaranty, or under the Indenture or the Notes or under any judgment ororder.          SECTION 15. Governing Law; Jurisdiction; Waiver of Immunity, Etc.(a) (a) ThisGuaranty shall be governed by, and construed in accordance with, the laws of the State of New York.          (b) The Guarantor hereby irrevocably and unconditionally submits, for itself and its property,to the nonexclusive jurisdiction of any New York State court or federal court of the United Statesof sitting in New York City, and any appellate court from any thereof, in any action or proceedingarising out of or relating to this Guaranty or any of the other Transaction Documents to which itis or is to be a party, or for recognition or enforcement of any judgment, and the Guarantor herebyirrevocably and unconditionally agrees that all claims in respect of any such action or proceedingmay be heard and determined in any such New York State court or, to the extent permitted by law, insuch federal court. The Guarantor agrees that a final judgment in any such action or proceedingshall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in anyother manner provided by law. Nothing in this Guaranty or any
15

 
other Transaction Document shallaffect any right that any party may otherwise have to bring any action or proceeding against theIssuer or the Guarantor, as the case may be, relating to this Guaranty or any other TransactionDocument in the courts of any jurisdiction.          (c) The Guarantor hereby irrevocably appoints and empowers the New York office of PetróleoBrasileiro S.A., located at 570 Lexington Avenue, 43rd Floor, New York, New York 10022asits authorized agent (the “Process Agent”) to accept and acknowledge for and on its behalfand on behalf of its property service of any and all legal process, summons, notices and documentswhich may be served in any such suit, action or proceedings in any New York State court or UnitedStates federal court sitting in the State of New York in the Borough of Manhattan and any appellatecourt from any thereof, which service may be made on such designee, appointee and agent inaccordance with legal procedures prescribed for such courts. The Guarantor will take any and allaction necessary to continue such designation in full force and effect and to advise the Trustee ofany change of address of such Process Agent and; should such Process Agent becomeunavailable for this purpose for any reason, the Guarantor will promptly and irrevocably designatea new Process Agent within New York, New York, which will agree to act as such, with the powers andfor the purposes specified in this subsection (c). The Guarantor irrevocably consents and agreesto the service of any and all legal process, summons, notices and documents out of any of theaforesaid courts in any such action, suit or proceeding by hand delivery, to it at its address setforth in Section 10 or to any other address of which itshall have given notice pursuant to Section 10 or to its Process Agent. Service upon theGuarantor or the Process Agent as provided for herein will, to the fullest extent permitted by law,constitute valid and effective personal service upon it and the failure of the Process Agent togive any notice of such service to the Guarantor shall not impair or affect in any way the validityof such service or any judgment rendered in any action or proceeding based thereon.          (d) The Guarantor irrevocably and unconditionally waives, to the fullest extent it may legallyand effectively do so, any objection that it may now or hereafter have to the laying of venue ofany suit, action or proceeding arising out of or relating to this Guaranty or any of the otherTransaction Documents to which it is or is to be a party in any New York State or federal court.The Guarantor hereby irrevocably waives, to the fullest extent permitted by law, the defense of aninconvenient forum to the maintenance of such suit, action or proceeding in any such court.          (e) THE GUARANTOR HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF ORRELATING TO THIS GUARANTY,ANY OF THE TRANSACTION DOCUMENTS, THE ADVANCES OR THE ACTIONS OFANY NOTEHOLDER IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.          (f) This Guaranty and any other documents delivered pursuant hereto, and any actions takenhereunder, constitute commercial acts by the Guarantor. The Guarantor irrevocably andunconditionally and to the fullest extent permitted by law, waives, and agrees not to plead orclaim, any immunity from jurisdiction of any court or from any legal process (whether throughservice of notice, attachment prior to judgment, attachment in aid of execution,
16

 
execution orotherwise) for itself, the Issuer or any of their property, assets or revenues wherever locatedwith respect to its obligations, liabilities or any other matter under or arising out of or inconnection with this Guaranty, any of the Transaction Documents or any document delivered pursuanthereto, in each case for the benefit of each assigns, it being intended that the foregoing waiverand agreement will be effective, irrevocable and not subject to withdrawal in any and alljurisdictions, and, without limiting the generality of the foregoing, agrees that the waivers setforth in this subsection (f) shall have the fullest scope permitted under the United States ForeignSovereign Immunities Act of 1976 and are intended to be irrevocable for the purposes of such act.          SECTION 16. Execution in Counterparts. This Guaranty and each amendment, waiver andconsent with respect hereto may be executed in any number of counterparts and by different partiesthereto in separate counterparts, each of which when so executed shall be deemed to be an originaland all of which taken together shall constitute one and the same agreement. Delivery of anexecuted counterpart of a signature page to this Guaranty by telecopier shall be effective asdelivery of an original executed counterpart of this Guaranty.          SECTION 17. Entire AgreementThis Guaranty, together with the Indenture and the Notes, sets forth the entire agreement ofthe parties hereto with respect to the subject matter hereof.
17

 
          IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be duly executed and deliveredby its officer thereunto duly authorized as of the date first above written.                 PETRÓLEO BRASILEIRO S.A. — PETROBRAS                 By:                       Name:              Title:                               WITNESSES:                      1.                              Name:                          2.                  Name:  
18

 
       STATE OF NEW YORK  )      )  ss:COUNTY OF QUEENS  )        On this                      day of February 2009, before me personally came                      to me known,who, being by me duly sworn, did depose and say that he is the                      of PetróleoBrasileiro S.A. — Petrobras, a corporation described in and which executed the foregoing instrumentand acknowledges said instrument to be the free act and deed of said entity.[Notarial Seal]Notary Public