<PAGE>

                      TELE NORTE LESTE PARTICIPACOES S.A.
                            A PUBLICLY HELD COMPANY
                         CNPJ/MF No. 02.558.134/0001-58
                               NIRE 3330026253-9

               MINUTES OF THE 261ST EXTRAORDINARY MEETING OF THE
                   BOARD OF DIRECTORS HELD ON AUGUST 31, 2005

I. DATE, TIME AND PLACE OF THE MEETING: On August 31, 2005, at 10:30 a.m., at
the Board's Meeting Room located at Praia de Botafogo 300, 11th floor, room
1101, Botafogo, in the City of Rio de Janeiro, State of Rio de Janeiro. II.
QUORUM: Board members representing a majority of the undersigned acting members
of the Board of Directors, with the presence of the Fiscal Board's
representative Mr. Fernando Linhares Filho, for the purposes of article 163, III
of Law 6404/76. III. CALL NOTICE: The call notice was made by individual
messages sent to the Board members. IV. PRESIDING BOARD: Chairman - Mr. Fersen
Lamas Lambranho and Secretary - Mr. Jose Augusto da Gama Figueira. V. AGENDA: To
rectify the amount of the Company's capital in order to correct a difference of
forty-four reais and thirty-five centavos (R$ 44.35), which was mistakenly
stated in the minutes of the 254th and 256th Extraordinary Meetings of the Board
of Directors. VI. RESOLUTIONS: Upon commencement of the meeting, the members
approved the rectification of the Company's capital from four billion six
hundred and eighty-eight million seven hundred and thirty thousand seven hundred
and thirty-nine reais and twenty-eight centavos (R$ 4,688,730,739.28) to four
billion six hundred and eighty-eight million seven hundred and thirty thousand
seven hundred and eighty-three reais and sixty-three centavos (R$
4,688,730,783.63), thus correcting a difference of forty-four reais and
thirty-five centavos (R$ 44.35), which was mistakenly stated in the minutes of
the 254th and 256th Extraordinary Meetings of the Company's Board of Directors.
As a result of the rectification resolved on herein, article 5 of the Company's
Bylaws shall have the following new wording, and the respective registrations
shall be arranged: "Article 5: The Company's share capital, fully subscribed for
and paid up, is four billion six hundred and eighty-eight million seven hundred
and thirty thousand seven hundred and eighty-three reais and sixty-three
centavos (R$ 4,688,730,783.63), represented by three hundred and ninety-one
million eight hundred and thirty-five thousand one hundred and ninety-five
(391,835,195) shares, of

                                             TELE NORTE LESTE PARTICIPACOES S/A.

<PAGE>

which one hundred and thirty million six hundred and eleven thousand seven
hundred and thirty-two (130,611,732) are common shares and two hundred and
sixty-one million two hundred and twenty-three thousand four hundred and
sixty-three (261,223,463) are preferred shares, all registered and nonpar".
VII. CLOSING: As there was nothing else to be discussed, these Minutes were
drawn up, which after read and found to be in order, were approved and signed by
all those present. Rio de Janeiro, August 31, 2005.

                         JOSE AUGUSTO DA GAMA FIGUEIRA

                                   Secretary

                                             TELE NORTE LESTE PARTICIPACOES S/A.

<PAGE>

                      TELE NORTE LESTE PARTICIPACOES S.A.
                            A PUBLICLY HELD COMPANY
                         CNPJ/MF No. 02.558.134/0001-58
                               NIRE 3330026253-9

               MINUTES OF THE 256TH EXTRAORDINARY MEETING OF THE
                    BOARD OF DIRECTORS HELD ON MAY 25, 2005

I. DATE, TIME AND PLACE OF THE MEETING: On May 25, 2005, at 9:00 a.m., at the
Board's Meeting Room located at Praia de Botafogo 300, 11th floor, room 1101,
Botafogo, in the City of Rio de Janeiro, State of Rio de Janeiro. II. QUORUM:
Board members representing a majority of the undersigned acting members of the
Board of Directors, with the presence of the Fiscal Board's representative Mr.
Fernando Linhares Filho, for the purposes of article 163, III of Law 6404/76.
III. CALL NOTICE: The call notice was made by individual messages sent to the
Board members. IV. PRESIDING BOARD: Chairman - Mr. Fersen Lamas Lambranho and
Secretary - Mr. Jose Augusto da Gama Figueira. V. AGENDA: To rectify the wording
of item (v) of the minutes of the 254th Extraordinary Meeting of the Board of
Directors, which approves the capital increase within the limit authorized under
article 6 of the Bylaws, by means of the incorporation of a "special premium
reserve" sum. VI. RESOLUTIONS: Upon commencement of the meeting, the members
approved rectification of the wording of item (v) approved under the terms of
the Agenda for the minutes of the 254th Extraordinary Meeting of the Company's
Board of Directors held on April 12, 2005, which hereby takes effect with the
following wording: "(v) therefore, as a result of the capital increase resolved
on herein, article 5 of the Company's Bylaws shall have the following new
wording, and the respective registrations shall be arranged: "Article 5: The
Company's share capital, fully subscribed for and paid up, is four billion six
hundred and eighty-eight million seven hundred and thirty thousand seven hundred
and thirty-nine reais and twenty-eight centavos (R$ 4,688,730,739.28),
represented by three hundred and ninety-one million eight hundred and
thirty-five thousand one hundred and ninety-five (391,835,195) shares, of which
one hundred and thirty million six hundred and eleven thousand seven hundred and
thirty-two (130,611,732) are common shares and two hundred and sixty-one million
two hundred and twenty-three thousand four hundred and sixty-three
(261,223,463) are preferred shares, all registered and nonpar". VII. CLOSING:

                                             TELE NORTE LESTE PARTICIPACOES S/A.

<PAGE>

As there was nothing else to be discussed, these Minutes were drawn up, which
after read and found to be in order, were approved and signed by all those
present. Rio de Janeiro, May 25, 2005.

                         JOSE AUGUSTO DA GAMA FIGUEIRA

                                   Secretary

                                             TELE NORTE LESTE PARTICIPACOES S/A.
<PAGE>

                      TELE NORTE LESTE PARTICIPACOES S.A.
                             A PUBLICLY HELD COMPANY
                         CNPJ/MF No. 02.558.134/0001-58
                                NIRE 3330026253-9

                MINUTES OF THE 254TH EXTRAORDINARY MEETING OF THE
                    BOARD OF DIRECTORS HELD ON APRIL 12, 2005

I. DATE, TIME AND PLACE OF THE MEETING: On April 12, 2005, at 5:30 p.m., at the
Board's Meeting Room located at Praia de Botafogo 300, 11th floor, room 1101,
Botafogo, in the City of Rio de Janeiro, State of Rio de Janeiro. II. QUORUM:
Board members representing a majority of the undersigned acting members of the
Board of Directors, with the presence of the Fiscal Board's representative Mr.
Fernando Linhares Filho, for the purposes of article 163, III of Law 6404/76.
III. CALL NOTICE: The call notice was effected by individual messages sent to
the Board members. IV. PRESIDING BOARD: Chairman - Mr. Fersen Lamas Lambranho
and Secretary - Mr. Jose Augusto da Gama Figueira. V. AGENDA: Capital increase
within the limit authorized under article 6 of the Bylaws, by means of the
incorporation of a "special premium reserve" sum. VI. RESOLUTIONS: The Board
members unanimously decided, pursuant to article 6 of the Bylaws, to increase
the share capital through the incorporation of a "special premium reserve"
amount of up to one hundred and fifty-four million two hundred and thirty-seven
thousand nine hundred and sixteen reais and one centavo (R$ 154,237,916.01),
which corresponds to the tax benefit earned by the Company as a result of the
amortization of the premium resulting from the merger transaction carried out on
December 30, 1999, according to the Securities Commission (CVM) Rulings Nos.
319, 320 and 349, respectively, dated December 03 and 06, 1999, and March 06,
2001, which benefit was approved at the Annual General Meeting of Tele Norte
Leste Participacoes S.A. held on April 12, 2005, which examined the Company's
financial statements for the year ended at December 31, 2004. In view of the
capital increase approved hereunder, three million nine hundred and sixteen
thousand three hundred and twenty-three (3,916,323) new shares are issued, of
which one million three hundred and five thousand four hundred and forty-one
(1,305,441) are common shares and two million six hundred and ten thousand eight
hundred and eighty-two (2,610,882) are

                                             TELE NORTE LESTE PARTICIPACOES S/A.

<PAGE>

preferred shares of the same types and classes as those currently established in
the Company's Bylaws. Therefore, since both preferred shares and common shares
have daily liquidity and negotiability at BOVESPA, as well as different
quotations, the issue prices have been determined based on the weighted average
of the respective average quotations for common shares and preferred shares at
such Stock Exchange, ascertained over a period of two weeks prior to this date,
less the amount of dividends, as decided at the annual general meeting held in
2004, and less a discount of five percent (5%). Therefore, the issue will
contemplate the amounts of forty-five reais and seventy-three centavos (R$45.73)
for the common shares and thirty-six reais and twenty-one centavos (R$36.21) for
the preferred shares. The Company's share capital, fully subscribed for and paid
up, will consequently raise from four billion five hundred and thirty-four
million four hundred and ninety-two thousand eight hundred and sixty-seven reais
and sixty-two centavos (R$4,534,492,867.62) to four billion six hundred and
eighty-eight million seven hundred and thirty thousand seven hundred and
thirty-nine reais and twenty-eight centavos (R$4,688,730,739.28), represented by
three hundred and ninety-one million eight hundred and thirty-five thousand one
hundred and ninety-five (391,835,195) shares, of which one hundred and thirty
million six hundred and eleven thousand seven hundred and thirty-two
(130,611,732) are common shares and two hundred and sixty-one million two
hundred and thirty-three thousand four hundred and sixty-three (261,233,463) are
preferred shares. The shareholders also clarified the following: (i) pursuant to
article 7 of Securities Commission Ruling No. 319, the capitalization of the
"special premium reserve" amount approved herein is made to the benefit of the
Company's controlling shareholder, Telemar Participacoes S.A., with the other
shareholders of Tele Norte Leste Participacoes S.A. being assured, during the
period of thirty (30) days beginning on April 25, 2005 and ending on May 24,
2005, the preemptive right for subscription of this increase ratably to their
holdings and according to article 171, paragraph 2 of Law 6404/76, (ii) that the
number of shares that may be acquired by the shareholders as a result of the
preemptive right assured thereto will be calculated based on the number of
outstanding shares of the Company, thus excluding the current treasury shares;
(iii) that the preemptive right of the shareholders will be exercised with
regard to the same type of shares held thereby and in the same proportion
existing prior to the increase. The common and preferred shares representing the
capital increase approved hereunder will be entitled to full dividends regarding
the fiscal year beginning on January 01, 2005 and to any benefits that may be

                                             TELE NORTE LESTE PARTICIPACOES S/A.

<PAGE>

deliberated; (iv) considering that the shares issued herein are fully paid up by
the controlling shareholder Telemar Participacoes S.A., the increase decided
herein is ratified on this same occasion; (v) therefore, as a result of the
capital increase resolved on herein, article 5 of the Company's Bylaws shall
have the following new wording, and the respective registrations shall be
arranged: "Article 5: The Company's share capital, fully subscribed for and paid
up, is four billion six hundred and eighty-eight million seven hundred and
thirty thousand seven hundred and thirty-nine reais and twenty-eight centavos
(R$ 4,688,730,739.28), represented by three hundred and ninety-one million eight
hundred and thirty-five thousand one hundred and ninety-five (391,835,195)
shares, of which one hundred and thirty million six hundred and eleven thousand
seven hundred and thirty-two (130,611,732) are common shares and two hundred and
sixty-one million two hundred and thirty-three thousand four hundred and
sixty-three (261,233,463) are preferred shares, all registered and nonpar". VII.
CLOSING: As there was nothing else to be discussed, these Minutes were drawn up,
which after read and found to be in order, were approved and signed by all those
present. Rio de Janeiro, April 12, 2005.

                          JOSE AUGUSTO DA GAMA FIGUEIRA

                                    Secretary

                                             TELE NORTE LESTE PARTICIPACOES S/A.
<PAGE>

                                                                  (TELEMAR LOGO)

                       TELE NORTE LESTE PARTICIPACOES S.A.
        Corporate Taxpayer Registration ("CNPJ/MF") # 02.558.134/0001-58
               Company Registration Number ("NIRE") 33 3 0026253 9
                              Publicly-held Company

Minutes of the Extraordinary General Meeting of Tele Norte Leste Participacoes
S.A., held on December 29, 2004, in a second call, drawn up in summary as
provided for by Section 1, article 14, of the Bylaws:

1. PLACE, DATE, AND TIME: held at the Company's main place of business, located
at Rua Humberto de Campos, 425, 8o andar, Leblon, in the City of Rio de Janeiro,
State of Rio de Janeiro, on December 29, 2004, at 2: 30 p.m.

2. ORDER OF THE DAY: (1) Analyze the execution of the following agreements
between the companies TNL Contax S.A. ("Contax") and Telemar Norte Leste S.A.
("TMAR"): (i) Call Center Services Agreement by Contax to TMAR and to TNL PCS
S.A.; and (ii) Telecom Services Agreement by TMAR to Contax; (2) Analyze the
reduction of the Company's capital, in the amount corresponding to its
investment in Contax Participacoes S/A, as verified in an Evaluation Report
prepared by Apsis Consultoria Empresarial, on the basic date of 11/30/2004, with
the consequent delivery to the Company's shareholders of Contax Participacoes
S/A's shares, in the same interest proportion held thereby in Company's capital;
(3) Change the wording of articles 5 and 6 of the Bylaws, as a result of the
capital reduction referred to in item 2 above, as well as the grouping of
shares, approved in the Extraordinary General Meeting held on 05/24/2004, in
order to adapt the number of shares in which the Company's capital is divided,
and also the number of shares by which the Company is authorized to increase the
capital upon resolution of the Board of Directors (authorized capital); and (4)
Elect a member for the Board of Directors for continuation of term, for the
position filled pursuant to article 150, Law # 6.404/76.

3. CALL: The call for the meeting, which was not held, of 12/17/2004, was
published, in a 1st call, in the State Gazette "Diario Oficial do Estado do Rio
de Janeiro", part V, on 12/02/2004, page 06, 12/03/2004, page 04 and 12/06/2004,
page 03, and in the newspaper "Valor Economico - Edicao Nacional", on
12/02/2004, page A4, 12/3/2004, page B7 and 12/06/2004, page B3, and in a 2nd
call, in the State Gazette "Diario Oficial do Estado do Rio de Janeiro", part V,
on 12/20/2004, page 09, 12/21/2004, page 03 and 12/22/2004, page 09,

                                              TELE NORTE LESTE PARTICIPACOES S/A

<PAGE>

                                                                  (TELEMAR LOGO)

and in the newspaper "Valor Economico - Edicao Nacional", on 12/20/2004, page
B3, 12/21/2004, page A8, and 12/22/2004, page C4.

4. ATTENDANCE: shareholders representing more than 55% of the voting capital,
according to the signatures appearing in the Shareholders Attendance Book, and
Messrs. Julio Cesar Pinto, director, and Jose Augusto da Gama Figueira,
shareholder and legal director.

5. BOARD: Chairman: Mr. Leonardo Roslindo Pimenta; Secretary Mrs. Eliana Jacinta
de Azevedo Teixeira.

6. RESOLUTIONS:

The shareholders representing more than 55% of the Company's voting capital
present at the Meeting adopted the following resolutions:

A) Following the opening of the Meeting, regarding item (1) of the Order of the
day, the abstention of the shareholders was unanimously ratified, the votes of
whom remained filed in the Company's main place of business, the execution of
the following agreements between the companies TNL Contax S.A. ("Contax") and
Telemar Norte Leste S.A. ("TMAR"): (i) Call Center Services Agreement by Contax
to TMAR and to TNL PCS S.A.; and (ii) Telecom Services Agreement by TMAR to
Contax;

B) Regarding item (2) of the Order of the day, the reduction of the company's
capital was unanimously approved in the amount of R$277,528,151.37 (two hundred
and seventy-seven million, five hundred and twenty-eight, one hundred and
fifty-one reais and thirty-seven centavos), corresponding the investment held
thereby in Contax Participacoes S/A, evaluated in Evaluation Report prepared by
the specialized company Apsis Consultoria Empresarial, on the basic date of
11/30/2004, with the consequent delivery to the Company's shareholders of Contax
Participacoes S/A's shares, in the same interest proportion held thereby in
Company's capital, that is, per share held in Tele Norte Leste Participacoes
S/A, each of the company's shareholders shall receive one (1) share of Contax
Participacoes S/A, of the same kind. It was further explained that the Company's
shares shall only be negotiated "ex-return of the capital in shares of Contax
Participacoes S/A" (that is, without the right to receive shares of Contax
Participacoes S/A by virtue of the capital reduction) after the sixty (60) day
legal term for the opposition of creditors and that,

                                              TELE NORTE LESTE PARTICIPACOES S/A
                                                   Extraordinary General Meeting
                                                      Held on December 29, 2004.


                                        2

<PAGE>

                                                                  (TELEMAR LOGO)

on a date close to the end of such term, the Company shall disclose a Notice to
Shareholders indicating, among other information, the dates on which (a) the
Company's shares shall be negotiated "ex- return of capital of shares of Contax
Participacoes S/A", and (b) the shares of Contax Participacoes shall effectively
become the property of the Company's shareholders, and shall be negotiated at
BOVESPA;

C) Regarding item (3) of the Order of the Day, unanimously approved were: (I)
the change of the wording of the heading of art. 5 of the Company's Bylaws, as a
result of the capital reduction referred to in item "b" above, as well as the
grouping of shares, approved in the Extraordinary General Meeting held on
05/24/2004, in order to adapt the number of shares in which the Company's
capital is divided Company's capital. The heading of art. 5 of the Company's
Bylaws shall be read as follows: "Art. 5 - The subscribed, and fully paid-up
capital of the Company amounts to R$4,534,492,867.62 (four billion, five hundred
and thirty-four million, four hundred and ninety-two thousand, eight hundred and
sixty-seven reais, and sixty-two centavos), represented by 387,918,872 (three
hundred and eighty-seven million, nine hundred and eighteen thousand, eight
hundred and seventy-two) shares, of which 129,306,291 (one hundred and
twenty-nine million, three hundred and six thousand, two hundred and ninety-one)
are common shares, and 258,612,581 (two hundred and fifty-eight million, six
hundred and twelve thousand, five hundred and eighty-one) are preferred shares,
all being registered shares without par value."; and (II) the change of the
wording of the heading of art. 6 of the Company's Bylaws, as a result of the
grouping of shares, approved in the Extraordinary General Meeting held on
05/24/2004, in order to adapt the number of shares by which the Company is
authorized to increase the capital upon resolution of the Board of Directors
(authorized capital). The heading of art. 7 of the Company's Bylaws shall be
read as follows: "Art. 6 - The Company is authorized to increase its capital
upon resolution of the Board of Directors, up to the limit of 700,000,000 (seven
hundred million) common or preferred shares, without any requirement regarding
proportion among them, subject to the legal limit of 2/3 (two thirds) for the
issuance of preferred shares without voting rights".

The other articles of the Bylaws not expressly changed shall remain unchanged.
The restatement of the Company's Bylaws was unanimously approved, and is
attached hereto (ATTACHMENT I), with the changes herein approved.

D) Regarding item (4) of the Order of the Day, with the abstention of the
shareholders the votes of whom are filed with the Company, it was unanimous
ratified the election of Mr. JOSE BOTAFOGO GONCALVES, a Brazilian citizen,
married, diplomat, bearer of the

                                              TELE NORTE LESTE PARTICIPACOES S/A
                                                   Extraordinary General Meeting
                                                      Held on December 29, 2004.


                                        3

<PAGE>

                                                                  (TELEMAR LOGO)

identification card # 3369, issued by the Ministry of Foreign Affairs,
registered with the Individual Taxpayers Roll ("CPF/MF") under number
024.376.781-15, with offices at Rua Guilhermina Guinle, 127, Botafogo, Rio de
Janeiro - RJ, to compose the Board of Directors, as an effective member, in
supplementation of the term, for the position filled as provided in article 150,
Law # 6.404/76, in substitution of Mr. MAURICIO BORGES LEMOS, elected in the
Ordinary General Meeting held on March 1, 2004, who resigned the position, and
shall remain a substitute member of the Member elected, Mr. ROBERTO ZURLI
MACHADO, also elected in the Ordinary General Meeting held on March 1, 2004. It
was further resolved that the Member elected is not involved in the prohibitions
provided for in article 162, Law # 6.404/76, which prevents him from performing
the duties for which he was elected.

7. ADJOURNMENT: The shareholders Gilberto Souza Esmeraldo and Jose Teixeira de
Oliveira requested the minutes to record acclamation to the Company's
management, particularly to the Investors Relations Board, for the
implementation of the transactions hereunder (capital reduction and grouping of
shares), with the usual transparence, including to adapt the Company to
BOVESPA's policy to encourage the negotiation of shares per unit quotation.
There being no further business to be transacted, this minutes was drawn up and
then read, approved, and signed by the shareholders representing the majority of
the Company's capital, subject to the abstentions, authorized the publication of
the minutes without the signatures of the shareholders present, pursuant to art.
130, Section 2, Law # 6.404/ 76. This is a true copy of the original recorded in
the Company's Book of Minutes. Rio de Janeiro, December 29, 2.004.

                       ELIANA JACINTA DE AZEVEDO TEIXEIRA
                                   Secretary

                                              TELE NORTE LESTE PARTICIPACOES S/A
                                                   Extraordinary General Meeting
                                                      Held on December 29, 2004.


                                        4
<PAGE>

                                                                  (TELEMAR LOGO)

                       TELE NORTE LESTE PARTICIPACOES S/A
                           CNPJ/MF 02.558.134/0001-58
                              NIRE 33 300.26253-9
                                 Public Company

                                    ANNEX 1

                                     BYLAWS

CHAPTER I - CHARACTERISTICS OF THE COMPANY

Art. 1 - TELE NORTE LESTE PARTICIPACOES S.A is a public company ruled by these
Bylaws and by the applicable legislation.

Art. 2 - The purpose of the Company is:

I.   to exercise the control of fixed telephone public utility companies in
     Region 1 referred to in the General Concession Plan approved by Decree no.
     2.534, dated of April 2, 1998;

II.  to promote through controlled or affiliated companies the expansion and set
     up of fixed telephone services in their respective concession area;

III. to promote, carry out or direct the funding, from domestic or foreign
     sources, to be invested by the Company or by its controlled companies;

IV.  to promote and encourage study and research activities aiming the
     development of the fixed telephone segment;

V.   to provide through controlled or affiliated companies skilled technical
     services related to the fixed telephone area;

VI.  to promote, encourage and coordinate through its controlled or affiliated
     companies the education and training of personnel necessary to the fixed
     telephone segment;

VII. to carry out or promote goods and services' importation to or through its
     controlled and/or affiliated companies;

VIII. to exercise other activities similar to related to the purpose thereof;
     and

IX.  to hold interest in the capital of other companies.

                                              TELE NORTE LESTE PARTICIPACOES S/A
                                                   Extraordinary General Meeting
                                                      Held on December 29, 2004.


                                       5

<PAGE>

                                                                  (TELEMAR LOGO)

Art. 3 - The head office of the Company is in the City of Rio de Janeiro, State
of Rio de Janeiro, and it may create or extinguish, by resolution of the Board
of Directors, branches, agencies, offices, departments and representations
anywhere in the domestic territory or abroad.

Art. 4 - The duration of the Company will be undetermined.

                                   CHAPTER II

                                 CAPITAL STOCK

Art. 5 - The fully paid-in subscribed capital stock is of R$4,534,492,867.62
(four billion, five hundred and thirty-four million, four hundred and ninety-two
thousand, eight hundred and sixty-seven reais and sixty-two centavos),
represented by 387,918,872 (three hundred and eighty-seven million, nine hundred
and eighteen thousand, eight hundred and seventy two) shares, being 129,306,291
(one hundred and twenty-nine million, three hundred and six thousand, two
hundred and ninety-one) common shares and 258,612,581 (two hundred and
fifty-eight million, six hundred and twelve thousand, five hundred and
eighty-one) preferred shares, all of them registered and without par value.

Sole Paragraph - The Company's are book entry shares, being maintained in a
deposit account on behalf of the holders thereof in an institution qualified to
provide such services.

Art. 6 - The Company is authorized to increase its capital stock by resolution
of the Board of Directors up to the limit of 700,000,000 (seven hundred million)
common or preferred shares, those shares not being required to be proportional
in relation to each other, respected the legal limit of 2/3 (two third) for the
issue of preferred shares without voting rights.

Sole Paragraph - Within the limit for authorization of capital stock increase
discussed in caput of this article and in accordance with the plan approved by
General Meeting, the

                                              TELE NORTE LESTE PARTICIPACOES S/A
                                                   Extraordinary General Meeting
                                                      Held on December 29, 2004.


                                       6

<PAGE>

                                                                  (TELEMAR LOGO)

Board of Directors may approve the granting of a share purchase option to its
administrators, employees and individuals providing services to the Company or
the companies controlled by it.

Art. 7 - Within the limit of the authorized capital, by resolution of the Board
of Directors, the preemptive right for issue of shares, debentures or founder's
shares convertible in shares and subscription warrants, the placement of which
shall be made through:

I.   public issue or sale in stock exchange;

II.  exchange for shares in a public offer for control acquisition, in the terms
     of articles 257 to 263 of Law no. 6.404, of 12/15/1976; and

III. enjoyment of tax incentives, in the terms of a special law.

ART. 8 - EACH COMMON SHARE IS ENTITLED TO ONE VOTE IN THE RESOLUTIONS OF THE
GENERAL MEETING.

Art. 9 - Preferred shares are not entitled to vote, except in the assumption of
the sole paragraph of art. 11 hereof, being ensured to them priority in capital
reimbursement, without premium, and in the payment of minimum non-cumulative
dividends of (a) 6% (six percent) per year upon the value resulting from the
division of the subscribed capital by the total number of Company's shares, or
(b) 3% (three percent) of the net equity value of the share, prevailing which is
higher between (a) and (b).

Sole Paragraph - Preferred shares will be entitled to vote, should the Company,
during 3 (three) consecutive years, fail to pay the minimum dividends to which
they are entitled to in the terms of caput hereof.

                                  CHAPTER III

GENERAL MEETING

                                              TELE NORTE LESTE PARTICIPACOES S/A
                                                   Extraordinary General Meeting
                                                      Held on December 29, 2004.


                                       7
<PAGE>

                                                                  (TELEMAR LOGO)

Art. 10 - The General Meeting is the Company's senior body, with powers to
resolve on all matters related to the purpose and to take actions which might be
deemed convenient to the defense and advencement of the Company.

Art. 11 - Besides the attributions provided by law, the General Meeting shall
solely:

I.   AUTHORIZE THE ISSUE OF DEBENTURES CONVERTIBLE OR NOT INTO SHARES OR THE
     SELLING THEREOF, IN CASE OF TREASURY SHARES, AS WELL AS AUTHORIZE THE SALE
     OF DEBENTURES CONVERTIBLE INTO SHARES HELD BY IT ISSUED BY CONTROLLED
     COMPANIES, AND IT MAY DELEGATE TO THE BOARD OF DIRECTORS RESOLUTION ON: (I)
     THE TIME, MATURITY CONDITIONS, AMORTIZATION OR REDEMPTION; (II) THE TIME
     AND PAYMENT OF CONDITIONS OF INTEREST, PROFIT SHARING AND REIMBURSEMENT
     PREMIUM, IF ANY, AND (III) THE FORM OF SUBSCRIPTION OR PLACEMENT, AS WELL
     AS THE TYPE OF DEBENTURES;

II.  RESOLVE ON INTEREST IN A GROUP OF COMPANIES;

III. RESOLVE ON TRANSFORMATION, MERGER AND SPLIT-UP OF THE COMPANY, THE
     DISSOLUTION AND LIQUIDATION THEREOF, ELECT AND REMOVE LIQUIDATORS AND JUDGE
     ON THEIR ACCOUNTS;

IV.  SUSPEND THE EXERCISE OF THE RIGHTS OF A SHAREHOLDER WHO FAILS TO COMPLY
     WITH OBLIGATIONS IMPOSED BY LAW OR THE BYLAWS;

V.   ELECT OR REMOVE, AT ANY TIME, THE MEMBERS AND RESPECTIVE ALTERNATES OF THE
     BOARD OF DIRECTORS AND THE AUDIT COMMITTEE;

VI.  ESTABLISH THE OVERALL OR INDIVIDUAL REMUNERATION OF THE MEMBERS OF THE
     BOARD OF DIRECTORS, THE EXECUTIVE BOARD AND THE AUDIT COMMITTEE;

VII. TAKE, ANNUALLY, THE ACCOUNTS OF THE ADMINISTRATORS AND RESOLVE ON THE
     FINANCIAL STATEMENTS PRESENTED BY THEM;

VIII. RESOLVE ON THE FILING OF A CIVIL LIABILITY CLAIM BY THE COMPANY AGAINST
     THE ADMINISTRATORS, FOR DAMAGES CAUSED TO THE EQUITY THEREOF, PURSUANT TO
     THE PROVISION ESTABLISHED IN ART. 159 OF LAW NO. 6.404/76;

IX.  RESOLVE ON A CAPITAL STOCK INCREASE, IN AN AMOUNT IN EXCESS OF THE ONE
     AUTHORIZED HEREIN;

X.   AUTHORIZE THE COMPANY TO ENTER INTO AN INDEMNIFICATION COMMITMENT AGREEMENT
     WITH THE MEMBERS OF THE BOARD OF DIRECTORS AND OF THE EXECUTIVE BOARD
     REQUIRED TO FILE THE 20-F FORM TO THE SECURITIES AND EXCHANGE COMMISSION -
     SEC; AND

XI.  PREVIOUSLY APPROVE THE ENTERING INTO OF ANY LONG TERM AGREEMENTS BETWEEN
     THE COMPANY OR THE CONTROLLED COMPANIES THEREOF, IN ONE SIDE, AND THE
     CONTROLLING SHAREHOLDER OR CONTROLLED, AFFILIATED COMPANIES SUBJECT TO A
     COMMON CONTROL OR THEIR CONTROLLING COMPANIES, OR WHICH MAY OTHERWISE
     CONSTITUTE RELATED PARTIES TO THE COMPANY, ON THE OTHER SIDE, UNLESS THE
     AGREEMENT SHALL OBSERVE UNIFORM COVENANTS.

Sole Paragraph - Without prejudice to the provision established in Section 1 of
art. 115 of Law no. 6.404/76, preferred share holders will be entitled to vote
in resolutions of meetings

                                              TELE NORTE LESTE PARTICIPACOES S/A
                                                   Extraordinary General Meeting
                                                      Held on December 29, 2004.


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referred to in sub-clause XI hereof, as well as in those regarding the amendment
or revoking of the following provisions of the Bylaws: I. sub-clause XI of Art.
11; II. sole paragraph of Art. 12, and III. article 41.

Art. 12 - The General Meeting will be called by the Board of Directors, and the
Chairman thereof shall consubstantiate the respective act. It may also be called
as provided for in the Sole Paragraph of art. 123 of Law no. 6.404/76, amended
by Law no. 9.457, of 05/05/1997.

Sole Paragraph - In the assumptions of art. 136 of Law no. 6.404/76, amended by
Law no. 9.457/97, the first call of the General Meeting will be made by a
minimum 30 (thirty) days prior notice, and with a minimum 10 (ten) days prior
notice, in second call.

Art. 13 - The General Meeting will be installed by the Director President of the
Company, who will proceed to the election of a chairman and a secretary, chosen
among the shareholders present. In the absence or impediment of the Director
President, the Meeting may be installed by any Officer or by an attorney-in-fact
duly vested with specific powers for such purpose, who will proceed to the
election of the board, as established above.

Art. 14 - The works and resolutions of the General Meeting will be drawn up in a
minutes in the appropriate book, signed by the members of the board and by the
shareholders present, representing, at least, the majority required for the
resolutions taken.

Section 1 - The minutes may be drawn up as a summary of the facts, including
disagreements and complaints.

Section 2 - Except for resolutions in contrary by the Meeting, the minutes will
be published omitting the signatures of the shareholders.

Art. 15 - Annually, in the four first months subsequent to the fiscal year-end,
the General Meeting will ordinarily meet to: I. take the accounts of the
administrators, examine, discuss and vote the financial statements; II. resolve
on the destination of the net income of the fiscal year and dividends
distribution; and III. elect the members of the Audit Committee and, as the case
may be, the members of the Board of Directors.

                                              TELE NORTE LESTE PARTICIPACOES S/A
                                                   Extraordinary General Meeting
                                                      Held on December 29, 2004.


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ART. 16 - THE GENERAL MEETING WILL MEET, EXTRAORDINARILY, WHENEVER THE COMPANY'S
INTEREST SHALL REQUIRE.

                                   CHAPTER IV

                            MANAGEMENT OF THE COMPANY

                                    SECTION I

                                  GENERAL RULES

Art. 17 - The Management of the Company will be exercised by the Board of
Directors and the Executive Board, being their members exempted from rendering
guarantee in order to exercise their functions.

Section 1 - The Board of Directors, a collegiate resolution body, exercised the
senior management of the Company.

Section 2 - The Executive Board is the executive management body of the Company,
each one of its members acting according to the respective competence,
established by these Bylaws and the Board of Directors.

Art. 18 - The administrators take office according to the terms drawn up in the
Minutes Book of the Meetings of the Board of Directors or the Executive Board,
as the case may be.

SECTION II

BOARD OF DIRECTORS

Art. 19 - Besides the attributions provided for by law, the Board of Directors
shall:

I.   establish the general policy of the Company's business and follow up the
     execution thereof;

II.  call the General Meeting;

                                              TELE NORTE LESTE PARTICIPACOES S/A
                                                   Extraordinary General Meeting
                                                      Held on December 29, 2004.


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                                                                  (TELEMAR LOGO)

III. approve and submit to the General Meeting the financial statements and the
     Management Report of the Company, therein included the consolidated
     statements;

IV.  resolve on the distribution of interim dividends in the terms of Paragraph
     3 of article 40 hereof;

V.   elect and remove, at any time, the Company's Officers, establishing their
     attributions, respected the legal and statutory provisions;

VI.  approve, by proposal of the Executive Board, the appointment or removal of
     an internal audit office holder;

VII. approve the annual budget of the Company, as well of the companies
     controlled by it, the form of the execution thereof and the Company's
     annual target and business strategy plan for the budget effectiveness
     period;

VIII. resolve, whenever delegated by General Meeting, on the conditions for the
     issue of debentures, as provided for in Section 1 of article 59 of Law no.
     6.404/76;

IX.  approve the Executive Board's proposal on the Company's Regulation,
     together with its respective organizational structure;

X.   inspect the management of the Company's Officers, examine, at any time, the
     Company's books, request information on agreements entered into or about to
     be entered into or on any other acts;

XI.  elect and remove the independent auditors;

XII. approve and amend the Internal Regulation of the Board of Directors;

XIII. approve the interest increase in controlled or affiliated companies, in
     the country or abroad, the constitution of wholly-owned subsidiaries of the
     Company, the Company's interest in the capital of other companies, in the
     country and abroad, and the disposal, wholly or partial, of such interest;

XIV. authorize the acquisition of shares issued by the Company for purposes of
     canceling or remaining in treasury and subsequent disposal;

XV.  resolve, in the form of law, on the issue of any securities, in the country
     or abroad;

XVI. determine the localization of the Company's head office, as well as to
     create and extinguish branches, agencies, offices, departments and
     representations anywhere in the domestic territory and abroad;

                                              TELE NORTE LESTE PARTICIPACOES S/A
                                                   Extraordinary General Meeting
                                                      Held on December 29, 2004.


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XVII. define the terms and conditions of any issues of shares and subscription
     warrants within the limit of the authorized capital;

XVIII. authorize the waiver to the rights of subscription of shares, share
     convertible debentures or subscription warrants issued by controlled
     companies, regardless of their values;

XIX. approve investments in excess of R$10,000,000.00 (ten million reais),
     whenever not provided for in the Company's annual budget;

XX.  approve any loan, financing or granting of any collateral or personal
     security made by the Company, within the period comprised by the budget
     then in effect, which, individually or cumulatively, exceed the value of
     R$10,000,000.00 (ten million reais);

XXI. in compliance with the provision established in sub-clause XI of article 11
     hereof, authorize the execution of agreements of any nature, including
     transactions and waivers, implying obligations for the Company or
     representing values in an amount exceeding R$10,000,000.00 (ten million
     reais), not provided for in the Company's budget;

XXII. in compliance with the provision established in the other sub-clauses
     hereof with respect to permanent assets, authorize the Executive Board to
     acquire, dispose of and constitute mortgages or encumbrances of any nature
     upon permanent assets of the Company, in amounts representing liability
     equal to or in excess of R$10,000,000.00 (ten million reais), not provided
     for in the Company's annual budget.;

XXIII. in compliance with the provision established in article 101 of Law no.
     9.472, of 07/16/1997, authorize the disposal or encumbrance of reversible
     assets connected to telecommunication public utility services by controlled
     companies;

XXIV. appoint the Company's representatives in the management bodies of the
     companies of which the same has an interest in the capital stock, in the
     capacity of shareholder or quotaholder partner;

XXV. follow up the compliance of the obligations of the Company and its
     controlled companies before Agencia Nacional de Telecomunicacoes - ANATEL
     and price and tariff negotiations;

                                              TELE NORTE LESTE PARTICIPACOES S/A
                                                   Extraordinary General Meeting
                                                      Held on December 29, 2004.


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                                                                  (TELEMAR LOGO)

XXVI. establish guidelines related to the remuneration criteria with respect to
     the Company's administrators and the controlled companies' administrators
     and members of the Audit Committee, as well as distribute the global amount
     of the remuneration established by General Meeting among the Directors and
     Officers of the Company, establishing their individual remuneration;

XXVII. authorize the rendering of guaranties by the Company on behalf of
     controlled companies and third parties;

XXVIII. determine the votes to be cast by the Company's representative in
     general meetings of its controlled and affiliated companies;

XXIX. approve, by proposal of the Executive Board, the institution in which the
     Company's shares will be maintained in a deposit account;

XXX. in compliance with the provision established in sub-clause XI of article 11
     above, approve any individual operation the value of which exceeds
     R$10,000,000.00 (ten million reais), among the Company and its controlled
     companies, in one side, and their shareholders, their controlled,
     affiliated, controlling companies and companies under the common control
     thereof, on the other side;

XXXI. authorize the Company, as well as its affiliated and controlled companies,
     to enter into, amend or terminate a shareholders agreement;

XXXII. authorize investments in new businesses;

XXXIII. authorize the practice of gratuitous acts on behalf of the employees or
     the community, in view of the Company's responsibilities, and the rendering
     of guaranties for employees in case of interstate and/or intermunicipal
     transfers and/or reallocation shall not be deemed to be a matter depending
     on previous approval of the Board of Directors; and

XXXIV. perform any other functions or resolve on any other matters which are not
     of the competence of the General Meeting or which are delegated by it, such
     as defined herein and expressly in the law.

Art. 20 - The Board of Directors will comprise up to 11 (eleven) members, and
equal number of alternates, being all of them shareholders of the Company.

                                              TELE NORTE LESTE PARTICIPACOES S/A
                                                   Extraordinary General Meeting
                                                      Held on December 29, 2004.


                                       13

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                                                                  (TELEMAR LOGO)

Sole Paragraph - The members of the Board of Directors will be elected by
General Meeting and will hold their offices for three (3) annual periods, being
considered an annual period the time comprised between two (2) General Ordinary
Meetings.

Art. 21 - The Board of Directors shall appoint the Chairman of the body among
its members.

Art. 22 - In case of vacancy in the office of Director, including the Chairman,
his alternate will take the office completing the term of office of the Director
replaced.

Section 1 - In his absences or temporary impediments, each Director will be
substituted by his alternate, specifically for each meeting. In the assumption
of absences or temporary impediments of the Chairman, he will be substituted by
his alternate in the respective meetings, being the Board of Directors
alternatively chaired by one of the Directors appointed by the Chairman himself.

Section 2 - In case of vacancy or impediment of the Director and in the absence
of his alternate to fulfill the remaining term of office, the substitutes
thereof will be appointed by the remaining Directors until the first General
Meeting shall be held, in the form of law.

Art. 23 - The Board of Directors will meet, ordinarily, each two months of the
calendar year and, extraordinarily, by call of the Chairman or of any two (2)
Directors, the resolutions of which will be drawn up in the appropriate book.

Section 1 - The meetings of the Board of Directors shall be called in writing,
with a minimum 5 (five) business days prior notice, and addressed to all
Directors, specifying the date, place and time where the meeting will be held
and the matters to be submitted to resolution.

Section 2 - Notwithstanding the provision established herein, it will be deemed
to be regular a meeting of the Board of Directors to which all the members
thereof, actual or alternate, shall attend.

                                              TELE NORTE LESTE PARTICIPACOES S/A
                                                   Extraordinary General Meeting
                                                      Held on December 29, 2004.


                                       14

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                                                                  (TELEMAR LOGO)

Art. 24 - The quorum for installation of the meetings of the Board of Directors
will be the majority of the members and the resolutions will be taken by
majority of votes of the Directors present.

SECTION III

EXECUTIVE BOARD

Art. 25 - The Executive Board will comprise, at least, two (2) and, at most, six
(6) members, being one (1) called Director President, one (1) called General
Superintendent Director and the remaining Officers without a specific
designation.

Sole Paragraph - The quorum of installation of the meetings of the Executive
Board is the majority of the regular members, and resolutions will be taken by
the favorable vote of the majority of the Officers present at the meeting.

Art. 26 - The members of the Executive Board will be elected by the Board of
Directors and will have a term of office of three (3) annual periods, being
considered an annual period the time comprise between two (2) General Ordinary
Meetings.

Art. 27 - The Director President shall call the meetings of the Executive Board,
to be made with two (2) business day prior notice. The meetings of the Executive
Board will be chaired by the Director President.

Art. 28 - The Executive Board, being a collegiate body shall:

I.   establish specific policies and guidelines derived from the general
     guidance of the business established by the Board of Directors;

II.  elaborate the budget, the form of execution thereof and the Company's
     general plans, submitting them to approval by the Board of Directors;

                                              TELE NORTE LESTE PARTICIPACOES S/A
                                                   Extraordinary General Meeting
                                                      Held on December 29, 2004.


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                                                                  (TELEMAR LOGO)

III. present to the Board of Directors proposals from controlled companies
     related to the general guidelines for organization, market and network
     development, and the investments plan and budget;

IV.  present, from time to time, to the Board of Directors, the general
     evolution of the Company's business;

V.   approve the agenda of proposals of the Company and its controlled companies
     for negotiation with the regulatory body;

VI.  submit to the Board of Directors a proposal for appointment or removal of
     the internal audit holder;

VII. propose to the Board of Director the disposal of the permanent assets of
     the Company;

VIII. present a proposal to the Board of Directors on the Company's Regulation,
     together with the respective organizational structure;

IX.  appreciate the Balance Sheet and the other financial statements and the
     Annual Report of the Company, as well as a proposal for income
     appropriation, submitting them to the Audit Committee, the Independent
     Auditors and the Board of Directors;

X.   propose, respected the guidelines determined by the Board of Directors,
     criteria for remuneration of the Company's administrators;

XI.  propose to the Board of Directors tables and respective readjustments in
     the remunerations and benefits granted to employees and their dependents;

XII. submit to the Board of Directors proposals related to the management and
     development of human resources formulated by its controlled companies,
     including the respective personnel;

XIII. present proposal to the Board of Directors regarding the job and salary
     plan, the regulation of personnel, staff and the benefit and advantage plan
     of the Company;

XIV. decide on the execution and implementation of its plans and programs
     related to human resource training and management;

XV.  approve proposal of the companies controlled by the Company, to be
     submitted to Agencia Nacional de Telecomunicacoes - ANATEL, regarding
     telecommunication services tariff and price readjustment, according to the
     respective activities and concession areas;

                                              TELE NORTE LESTE PARTICIPACOES S/A
                                                   Extraordinary General Meeting
                                                      Held on December 29, 2004.


                                       16
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                                                                  (TELEMAR LOGO)

XVI. approve rules for choosing telecommunication equipment and materials to be
     complied with by the controlled companies;

XVII. present to the Board of Directors reports containing evidences of the
     development of judicial and administrative proceedings of the Company's
     interest; and

XVIII. resolve on other matters of collective competence of the Executive Board,
     related to the ordinary management of the Company or attributed to the
     Executive Board by the Board of Directors.

Art. 29 - The Company, being complied with the provisions established in
Paragraph One and Two below, will be represented, actively or passively, in any
acts which may create obligations or release third party from obligations in
respect to the Company, by two Officers jointly, or by two attorneys-in-fact
appointed, in the form below, through a power of attorney specifying the
relevant acts which may be practiced accordingly.

Section 1 - The Director President, or the attorney-in-fact appointed in the
form below shall represent the Company in the general meetings of the companies
controlled by or affiliated to it. In the terms of article 19, XXVIII hereof,
the Company's representative shall present to the Chairman of the controlled or
affiliated company's meeting the minutes of the meeting of the Board of
Directors containing the voting direction of the Company.

Section 2 - The powers of attorney granted by the Company shall be executed by
two (2) Officers jointly, being one of them, necessarily, the Director
President, defining completely and accurately in the respective documents, the
powers granted and the term of office, which, except for powers of attorney
granted to attorneys to represent the Company in administrative or judicial
proceedings, may not exceed one (1) year or the term of completion of office,
prevailing the lesser. Besides restricting the term, ad negotia powers of
attorney will void substitution.

Art. 30 - The Director President, will jointly specify the functions of each of
the Officers, respecting the limits established by the Board of Directors of the
Company in such respect. The Company's representation with the capital market
regulatory bodies, as provided for in Instruction no. 202/93, amended by
Instruction no. 309/99, both of the Securities

                                              TELE NORTE LESTE PARTICIPACOES S/A
                                                   Extraordinary General Meeting
                                                      Held on December 29, 2004.


                                       17

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                                                                  (TELEMAR LOGO)

Commission, may be exercised by either Officer, according to resolution by the
Board of Directors of the Company.

Section 1 In his absences and temporary impediments, the Director President will
be substituted by the General Superintendent Director. In case of absence and
temporary impediment of the Director President and the General Superintendent
Director, the Presidency will be exercised by one of the members of the
Executive Board appointed by the Director President.

Section 2 In case of absence and temporary impediment of the other members of
the Executive Board, including the General Superintendent Director, the office
will be accumulated by an Officer appointed by the Company.

                                    CHAPTER V

                                 AUDIT COMMITTEE

ART 31 - THE AUDIT COMMITTEE IS THE BODY IN CHARGE OF INSPECTING THE COMPANY'S
MANAGEMENT, AND IT MUST OPERATE PERMANENTLY.

Art. 32 - The Audit Committee will comprise from 3 (three) to 5 (five) regular
members and equal number of alternates.

Section 1 - Elected by the General Ordinary Meeting, the members of the Audit
Committee will have a term of office of one (1) annual period, thus considered
the period comprise between two (2) General Ordinary Meetings, and they may be
reelected, remaining in their offices until their successors shall take office.

Section 2 - The members of the Audit Committee, in its first meeting, will elect
the respective Chairman, who shall comply with the resolutions of the body.

                                              TELE NORTE LESTE PARTICIPACOES S/A
                                                   Extraordinary General Meeting
                                                      Held on December 29, 2004.


                                       18

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                                                                  (TELEMAR LOGO)

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

Art. 33 - The Audit Committee shall:

I.   inspect the acts of the administrators and verify the compliance of their
     legal and statutory duties;

II.  give an opinion on the annual management report, including in its opinion
     the complementary information which it may deem necessary or useful to be
     resolved by General Meeting;

III. give an opinion on proposals from the management bodies to be submitted to
     General Meeting, related to change in capital stock, issue of debentures or
     subscription warrants, investment plans or capital budgets, dividend
     distribution, transformation, merger or split-up;

IV.  denounce to the management bodies and, in case they shall not take the
     necessary steps for protecting the Company's interests, to the General
     Meeting, errors, frauds and crimes which it may discover and suggest useful
     actions to be taken by the Company;

V.   call a General Ordinary Meeting, in case the management bodies shall
     postpone for more than one (1) month said call, and an Extraordinary,
     whenever serious or urgent reasons shall occur, including in the agenda of
     the meetings the matters it shall deem necessary;

VI.  analyze, at least quarterly, the trial balance and the other financial
     statements elaborated, from time to time, by the Company;

VII. examine the year-end financial statements and give an opinion on them; and

VIII. exercise the attributions provided for in law or defined by General
     Meeting, in case of liquidation of the Company.

Art. 34 - The Audit Committee will meet, ordinarily, once quarterly and,
extraordinarily, whenever necessary.

                                              TELE NORTE LESTE PARTICIPACOES S/A
                                                   Extraordinary General Meeting
                                                      Held on December 29, 2004.


                                       19
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                                                                  (TELEMAR LOGO)

Section 1 - The meetings will be called by the Chairman of the Audit Committee
or by any two (2) members of the Audit Committee.

Section 2 - The quorum of installation of the meetings of the Audit Committee is
the majority of the acting members and resolutions will be taken by favorable
vote of the majority of Directors present at the meeting.

Art. 35 - In case of vacancy in the office of member of the Audit Committee, the
respective alternate will assume the remaining term of office of the substituted
Director.

Section 1 - In his absences or temporary impediments, the member of the Audit
Committee will be substituted by his alternate, specifically for each meeting.

Section 2 - Should a vacancy occur in the majority of offices and no alternates
are available to be called, a General Meeting will be called to elect the
substitutes.

Section 3 - The acting alternate will be entitled to the remuneration of the
regular member, during the period in which the substitution shall occur, in a
monthly basis.

                                   CHAPTER VI

                      FISCAL YEAR AND FINANCIAL STATEMENTS

Art. 36 - The fiscal year corresponds to the calendar year.

Art. 37 - Together with the financial statements, the management bodies of the
Company will present to the General Ordinary Meeting a proposal on employees'
profit sharing and on the appropriation of fiscal year net income, in the form
of the legislation in effect.

Section 1 - Net income will be appropriated as follows:

I - 5% (FIVE PERCENT) TO LEGAL RESERVE, UNTIL REACHING 20% (TWENTY PERCENT) OF
THE FULLY PAID-IN CAPITAL STOCK;

                                              TELE NORTE LESTE PARTICIPACOES S/A
                                                   Extraordinary General Meeting
                                                      Held on December 29, 2004.


                                       20

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                                                                  (TELEMAR LOGO)

II - 25% (TWENTY-FIVE PERCENT) OF NET INCOME ADJUSTED IN THE FORM OF SUB-CLAUSE
I, LETTERS A) AND B) OF ART. 202 OF LAW NO. 6.404/76 WILL BE OBLIGATORILY
DISTRIBUTED AS MINIMUM COMPULSORY DIVIDENDS TO ALL SHAREHOLDERS, RESPECTED THE
PROVISION ESTABLISHED IN THE FOLLOWING ARTICLE, AND SUCH VALUE SHALL BE
INCREASED UP TO THE AMOUNT NECESSARY FOR PAYMENT OF PREFERRED SHARES PRIORITY
DIVIDEND.

SECTION 2 - The Board of Directors may authorize an interim dividends
distribution to the FISCAL YEAR PROFIT, RETAINED EARNINGS OR PROFIT RESERVE
ACCOUNTS, BEING RESPECTED THE PROVISIONS ESTABLISHED IN ARTICLE 204 AND
PARAGRAPHS THEREOF OF LAW NO. 6.404/76.

Art. 38 - The value corresponding to the minimum compulsory dividend will be
preferably appropriated to the payment of preferred stock dividend up to the
preferred limit, and then will be paid to common stock holders up to the same
limit of preferred shares, being the balance, if any, equally apportioned among
all shares

Sole Paragraph - Non-claimed dividends in the period of three (3) years will
revert on behalf of the Company.

Art. 39 - The Company, by resolution of the Board of Directors, may pay or
credit interest on own capital in the terms of Section 7 of article 9 of Law no.
9.249/95, of 12/26/1995, and pertinent legislation and regulation, up to the
limit of the minimum compulsory dividends discussed in article 202, of Law no.
6.404/76, which will be imputed to those same dividends, even when included in
the minimum preferred stock dividend.

                                   CHAPTER VII

                           LIQUIDATION OF THE COMPANY

Art. 40- The Company will be liquidated in the cases provided in law or by
resolution of General Meeting, which will establish the form of liquidation and
elect a liquidator.

                                  CHAPTER VIII

                                  MISCELLANEOUS

                                              TELE NORTE LESTE PARTICIPACOES S/A
                                                   Extraordinary General Meeting
                                                      Held on December 29, 2004.


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                                                                  (TELEMAR LOGO)

Art. 41 - The approval, by the Company, through its representatives, of merger,
split-up, amalgamation or dissolution of its controlled companies, will be
preceded by an economic-financial analysis by an independent company of
international reputation, confirming that an equitable treatment is being given
to all interested companies, the shareholders of which will be granted broad
access to the report of said analysis.

                       Eliana Jacinta de Azevedo Teixeira

                                  OAB/RJ 122904

                                              TELE NORTE LESTE PARTICIPACOES S/A
                                                   Extraordinary General Meeting
                                                      Held on December 29, 2004.


                                       22