**Exhibit
      1.1**





**By-Laws of**





**EMBRAER – EMPRESA BRASILEIRA DE AERONÁUTICA S.A.**





**Chapter I**





**Corporate Name,** **Principal Place of Business, Business Purpose**





**and
      Term of Duration**





**Ar** **ticle
      1** -  Embraer
–
      Empresa Brasileira de Aeronáutica S.A. (“ Company ”)
      is a
      joint stock company that is governed by these By-Laws and by applicable
      legislation.





**Sole
      Paragraph** –
The
      Company was incorporated as a federal mixed-capital company, authorized by
      Decree-Law No. 770, of August 19, 1969, and was privatized on the terms of
      Law
      No. 8031, of April 12, 1990, and of Public Notice No. PND-A-05/94-EMBRAER,
      of
      the Executive Committee of the National Denationalization Program, published
      in
      the Official Gazette, Session 3, of April 4, 1994, on pages 5774 to
      5783.





**Principal
      Place of Business**





**Article
      2** -  The
      Company has its principal place of business and jurisdiction in the City of
      São
      José dos Campos, State of São Paulo, and may create subsidiaries and open
      branches, offices or agencies as well as appoint agents or representatives
      in
      any part of Brazil or abroad, subject to resolution by the Board of
      Directors.





**Business
      Purpose**





**Article
      3** -  The
      business purpose of the Company is:





I.  To
      project, construct and commercialize aircraft and aerospace materials and
      relevant accessories, components and equipment, maintaining the highest
      standards of technology and quality;


II.  To
      promote and carry out technical activities linked to the production and
      maintenance of aerospace material;


III.  To
      contribute to the skills development of technical personnel as necessary for
      the
      aerospace industry; and


IV.  To
      carry
      out other technological, industrial and commercial activities, as well as
      provide services that are correlated with the aerospace industry.





**Principles**





**Article
      4** –
The
      organization and operation of the Company shall observe the following
      principles:





I.  The
      securities that the Company issues shall be traded in the capital markets,
      both
      domestic and/or foreign, fulfilling all the legal requisites and the
      requirements of the institutions of such markets, in order to secure in such
      markets the financial resources that are necessary for its growth, the
      maintenance of its competitiveness and its perpetuation;


II.  All
      of
      the shares that make up the capital stock shall be of the common
      kind;


III.  For
      resolutions of the Shareholders’ Meeting:








a)  no
      shareholder or group of shareholders, whether Brazilian or foreign, may exercise
      voting rights in a number greater than 5% of the number of shares into which
      the
      capital stock is divided; and


b)  the
      set
      of foreign shareholders and groups of shareholders may not exercise voting
      rights in a number greater than 2/3 of the total of the votes conferred on
      the
      Brazilian shareholders present;


IV.  With
      due
      regard for the provisions of Article 54, it shall be prohibited to
      pre-constitute the majority of shareholders in the Shareholders’ Meeting by
      means of shareholders agreements concerning the exercise of voting rights,
      forming blocks with a number of votes greater than the individual limit
      established in letter “a” of item III of this Article;


V.  The
      resolutions and acts of the bodies of the Company referred to in Article 9
      shall
      be subject to veto by the Federal Republic; and


VI.  It
      is
      prohibited to issue founders shares.





**Article
      5** –
The
      term of duration of the Company is indefinite.





**C** **hapter II**





**Capital Stock and Shares**





**Capital
      Stock**





**Article
      6** **-**  The
      capital stock of the Company, which is fully subscribed and paid in, is of
      four
      billion, seven hundred eighty-nine million, six hundred seventeen thousand,
      and
      fifty-two *Reais* and
      forty-two cents (R$ 4,789,617,052.42), divided into seven hundred forty million,
      four hundred sixty-five thousand, and forty-four (740,465,044) common shares,
      one common share being of the Golden class (article 9), all of which having
      no
      par value.





**Paragraph One** –
The
      capital stock shall always and exclusively be divided into common shares, while
      issuance of preferred shares is prohibited.





**Paragraph Two**  –  The
      Golden share held by the Federal Republic shall always comprise one single
      share, which shall preserve all of its prerogatives for as long as it is
      detained by the Federal Republic (pursuant to Article 8 of Law No. 9491/97).





**Article
      7** -  The
      capital stock may be increased, on the terms of Article 168 of Law No. 6404/76,
      through the issuance of up to 1,000,000,000 new common shares, by resolution
      of
      the Board of Directors, irrespective of any restructuring of the by-laws.





**Paragraph One** **** -
      It
      shall be incumbent upon the Board of Directors to establish the price and the
      number of shares to be issued, as well as the timeframe and the conditions
      for
      payment, however subscription with contribution of assets shall be contingent
      upon approval of the appraisal report by the Shareholders’ Meeting, on the terms
      of the law.





**Paragraph Two** **** **–** Within
      the limit of authorized capital, the Board of Directors may:





a)  resolve
      on the issuance of warrants; and


b)  based
      on
      the plan approved by the Shareholders’ Meeting, grant options for purchase of
      shares to the administrative officers or employees of the Company, or of a
      company that it controls, and whereby the shareholders shall have no right
      of
      first refusal for acquisition of such shares; and


2





c)  approve
      an increase of capital stock by means of capitalization of profits or reserves,
      with or without stock dividends.





**Paragraph 3** **-** The
      issuance of shares for increase of capital stock, which placement shall be
      effected by means of sale in a stock exchange or by a public subscription
      offering, and may exclude the right of first refusal for previous shareholders
      or may reduce the term for exercise thereof.





**Paragraph Four** - The
      provisions of this Article also apply to the issuance of debentures that are
      convertible into shares and of warrants, except if the latter are ascribed
      as an
      additional advantage to subscribers of shares or of debentures that are
      convertible into shares.





**Class
      of Shares**





**Art** **icle
      8 –** All
      of
      the shares of the Company shall be of the book-entry class, maintained in
      deposit accounts in the name of the relevant holders with a financial
      institution authorized by the securities commission chosen by the Board of
      Directors.





Paragraph One – The
      depositary institution for the book-entry shares shall charge directly to the
      Company the cost of share book-entry services.





**Paragraph Two** –
The
      depositary institution shall maintain control of the number of shares held
      by
      Brazilian or foreign individuals or legal entities, with due regard for the
      provisions of Paragraph Two of Article 10.





**Golden
      Share held by the Federal Republic**





**Article
      9 -**  The
      Golden common share confers on the Federal Republic veto powers for the
      following matters:





I.  Change
      of
      the corporate name of the Company and of its business purpose;


II.  Alteration
      and/or application of the Company’s logo;


III.  Creation
      and/or alteration of military programs that may or may not involve the
      Federative Republic of Brazil;


IV.  Skills
      development of third parties in technology for military programs;


V.  Interruption
      of the supply of maintenance and replacement parts for military
      aircraft;


VI.  Transfer
      of the equity control of the Company;


VII.  Any
      amendments: (i) to the provisions of this Article, of Article 4, main provision
      of article 10, of articles 11, 14 and 15, of item III of Article 18, of
      paragraphs 1 and 2 of article 27, of item X, of Article 33, of item XII, of
      Article 39 or of Chapter VII; or further, (ii) the rights conferred by these
      By-Laws on the Golden share.





**Paragraph One** – The
      conduction of any public offering for acquisition of shares, as referred to
      in
      Article 54 of these By-Laws, shall be subject to prior approval of the Federal
      Republic, in its capacity of holder of the Golden common share.





**Paragraph Two** **–** With
      due
      regard for the provisions of Law No. 6404/76 and of Article 18, item III, of
      these By-Laws, the matters listed in this Article shall be subject to resolution
      by the Board of Directors of the Company, with observance of the following
      procedure:


3





I.
      The
      matter shall be subject to resolution by the Board of Directors.


II.  If
      approved by the Board of Directors, the Chairperson of that body shall notify
      the member elected by the Federal Republic so that the latter can exercise
      its
      voting right or manifest in favor of the matter within a period of 30 days
      counting from receipt of the mentioned notice.


III.  Upon
      expiration of the period mentioned in item II above, a new meeting of the Board
      of Directors shall be held in order to: (i) reconsider the resolution, if the
      Federal Republic has exercised its veto right; or (ii) ratify the resolution,
      if
      the Federal Republic has manifested favorably or has not made any manifestation
      within the timeframe designated above.


IV.  If
      the
      resolution is ratified by the Board of Directors, in cases where legislation
      so
      requires the matter **** shall
      be
      submitted for approval by the Shareholders’ Meeting, in which meeting the
      Federal Republic may still exercise its veto power on the terms of this Article.





**Paragraph Three -** Without
      prejudice of the procedure established in Paragraph Two above, the matters
      that
      are subject to veto by the Federal Republic, in its capacity as holder of the
      Golden common share, to be resolved by the Board of Directors, shall also be
      subject-matter of prior notice by the Company to the Ministry of Finance, to
      be
      made concurrently with the notice mentioned in item II above, for pronouncement
      within a period of 30 days counting from receipt of the notice referred to
      in
      item II above.





**Chapter III**





**Shareholders**





**Brazilian
      Shareholders**





**Article
      10** –
For
      purposes of these By-Laws, the following are considered to be Brazilian
      stockholders (“Brazilian Shareholders”):





I
–
      Brazilian individuals, whether native or naturalized, resident in Brazil or
      abroad;


II
–
      legal entities of private law organized under the laws of Brazil that have
      their
      administrative head offices in Brazil and:





a)
      do not
      have foreigners as their controllers or as their controlling parent company,
      unless the latter is comprised under letter "b" of this item;


b)
      are
      controlled either directly or indirectly by one or more of the individuals
      referred to in item I;





III
–
      investment funds or clubs organized under the laws of Brazil that have their
      administrative head offices in Brazil and whose managers and/or condominium
      members holding the majority of their units are persons/entities as referred
      to
      in items I and II.





**Paragraph One** –
The
      Company shall maintain record of the Brazilian Shareholders and Foreign
      Shareholders, as defined in this Article and in Article 11.





**Paragraph Two** –
Any
      Brazilian Shareholder is required to show to the Company and to the depositary
      financial institution for the book-entry shares evidence that he/she/it fulfills
      the requisites of this Article and only after such evidence shall he/she/it
      be
      included in the record of Brazilian Shareholders.





**Foreign
      Shareholders**





**Article
      11** **** -
      For
      purposes of these By-Laws, foreign shareholders (“ Foreign
      Shareholders ”)
      shall
      be persons, whether native or naturalized, investment funds or clubs and any
      other entities not comprised in the provisions of Article 10 and that cannot
      show evidence, on the terms of Paragraph Two of Article 10, that they fulfill
      the requisites in order to be registered as Brazilian
      Shareholders.


4





**Groups
      of Shareholders**





**Article
      12** –
For
      purposes of these By-Laws the following two or more shareholders of the Company
      shall be considered to be a group of shareholders (“ Group
      of Shareholders ”):





I
      -  That
      are
      parties to a voting covenant;


II
–
If
      one of them is either directly or indirectly a controlling shareholder or
      controlling parent company of the other, or of the others;


III
–
      That are companies that are directly or indirectly controlled by the same
      person/entity, or group of persons/entities, who may or may not be shareholders;
      or


IV
–
That
      are companies, associations, foundations, cooperatives and trusts, investment
      funds or portfolios, universalities of rights or any other forms of organization
      or undertaking with the same administrators or managers, or further, the
      administrators or managers of which are companies that are directly or
      indirectly controlled by the same person/entity or group of persons/entities,
      who may or may not be shareholders.





**Paragraph One** –
In
      the
      case of investment funds having a common administrator, only those whose policy
      for investments and of exercise of votes in Shareholders’ Meetings, on the terms
      of the relevant regulations, falls under responsibility of the administrator
      on
      a discretionary basis, shall be considered to be a Group of
      Shareholders.





**Paragraph Two** –
For
      purposes of these By-Laws, the holders of securities issued within the scope
      of
      the Company’s Depositary Receipts program shall not be considered to be a Group
      of Shareholders, unless they fall under any one of the cases set forth in the
      main provision of the previous Article.





**Paragraph Three** **** –
A
      Group
      of Shareholders shall be considered to be foreign (“ Group of Foreign Shareholders ”)
      whenever one or more of its members is a Foreign Shareholder.





**Paragraph Four** –
In
      addition to what is set forth in the main provision and preceding paragraphs
      of
      this Article, any shareholders in a given Shareholders’ Meeting that are
      represented by one same proxy, administrator or representative on any account,
      shall be considered as being a Group of Shareholders, except for the case of
      holders of securities issued within the scope of the Company’s Depositary
      Receipts program, when represented by the relevant Depositary Bank.





**Paragraph Five** **** –
In
      the
      case of shareholders agreements that address the exercise of voting rights,
      all
      of their signatories shall be considered, on the terms of this Article, as
      members of a Group of Shareholders, for purposes of application of the limit
      of
      number of votes referred to in Article 14.





**Obligation
      of Disclosing**





**Article
      13 –** Every
      shareholder or Group of Shareholders is required to disclose, by means of notice
      to the Company and to the stock exchanges in which the securities that it issues
      are traded, the acquisition of shares that, upon being added to those already
      held, exceed 5% of capital of the Company or multiples of such percentage.





**Paragraph One** –The
      same
      requirement applies to holders of debentures that are convertible into shares
      and of warrants that assure for their holders the acquisition of shares in
      the
      quantities provided under this Article.





**Paragraph Two** **-** Violation
      of the provisions of this Article shall give rise to application of the
      penalties described in Article 16 below.


5





**Voting
      Rights**





**Article
      14** -   Each
      common share shall grant the right of one vote for the resolutions of the
      Shareholders’ Meetings, with observance of the following limits:





I
–
no
      shareholder, or Group of Shareholders, whether Brazilian or foreign, may
      exercise votes in a number greater than 5% of the quantity of shares into which
      the capital stock of the Company is divided;


II
–
the
      set of Foreign Shareholders may not exercise, in each Shareholders’ Meeting, a
      number of votes greater than 2/3 of the votes that can be exercised by the
      Brazilian Shareholders present.





**Sole Paragraph** –
Votes
      that exceed the limits established in this Article shall not be computed for
      the
      resolutions of the Shareholders’ Meeting.





**Article
      15** **-** For
      purposes of compliance with the provisions of item II of Article 14, upon
      installation of each Shareholders’ Meeting:





I
–
the
      total number of votes that may be exercised by the Brazilian Shareholders and
      by
      the Foreign Shareholders present shall be assessed, based on the attendance
      list, and shall be disclosed by the Chairperson of the Meeting (as established
      in Article 22, Paragraph Three below), with due regard for the provisions of
      items I and II of Article 14;


II
–
if
      the total of votes of Foreign Shareholders exceeds two thirds (2/3) of the
      votes
      that may be exercised by Brazilian Shareholders, the number of votes of each
      Foreign Shareholder shall be reduced in proportion to the excess percentage,
      so
      that the total votes of foreigners does not exceed the limit of 40% of the
      total
      votes that can be exercised in the relevant Shareholders’ Meeting.





**Paragraph One** **–** In
      the
      case of Foreign Shareholders and Groups of Foreign Shareholders, the above
      limits shall be applied jointly and successively.





**Paragraph Two** **–** The
      Chairperson of the Shareholders’ Meeting shall inform the number of votes that
      may be exercised by each shareholder present, after application of the rules
      contained in Article 14 and in this Article.





**Suspension
      of Exercise of Rights**





**Article
      16 -** The
      Shareholders’ Meeting may suspend the exercise of rights, including votes, of a
      shareholder that fails to comply with an obligation imposed by law, by
      regulation thereof and by these By-Laws, including the requirement of showing
      evidence of Brazilian nationality as referred to in Paragraph Two of Article
      10.





**Paragraph One** –
The
      suspension of the exercise of rights may be determined by the Shareholders’
Meeting in any meeting, either annual or special, where the matter is included
      in the agenda.





**Paragraph Two** **** –
      Shareholders that represent at least 5% of capital stock may call a
      Shareholders’ Meeting when the Board of Directors fails to respond within a
      period of eight days to a request for a call notice that they may present,
      with
      indication of non-compliance with the obligation and of the identity of the
      shareholder in default.





**Paragraph Three** **** – It
      shall
      be incumbent upon the Shareholders’ Meeting to approve the suspension of the
      political rights of the shareholder, and also to establish, in addition to
      other
      aspects, the extent and the period of suspension, and it is prohibited to
      suspend the rights of verification and of request for information assured by
      law.





**Paragraph Four** **** – The
      suspension of rights shall cease as soon as the obligation has been
      fulfilled.


6





**Shareholders
      Agreement**





**Article
      17** –
Any
      shareholders agreement concerning the exercise of voting rights that conflicts
      with the provisions of these By-Laws shall not be filed by the Company.





**Chapter IV**





**Shareholders’ Meeting**





**Incumbency**





**Article
      18** **-**  It
      is
      exclusively incumbent upon the Shareholders’ Meeting, in addition to the
      attributions of Article 122 and other provisions of Law No.
      6404/76:





I.  To
      elect
      and remove the members of the Board of Directors;


II.  To
      elect
      and remove the members of the Audit Committee and establish their
      remuneration;


III.  To
      resolve, when required by applicable legislation, on matters that are subject
      to
      veto by the Federal Republic, in its capacity as holder of the Golden share,
      on
      the terms of Article 9 of these By-Laws;


IV.  To
      establish the total annual amount of remuneration of the Company’s
      administrative officers and of the members of the Committees of the Board of
      Directors;


V.  To
      resolve on the proposal of withdrawal of the Company from the “Novo Mercado”
(“New Market”) – of the São Paulo Stock Exchange - BOVESPA (“ BOVESPA ”);


VI.  To
      choose
      the specialized company responsible for appraisal of the Company and preparation
      of the relevant report, in the event of cancellation of its registration as
      a
      publicly-held company or withdrawal from the New Market, as provided under
      Chapter VIII below;


VII.  To
      approve plans for granting of options for purchase of shares to the
      administrative officers and/or employees of the Company or of companies that
      it
      controls, on the terms of Article 7, Paragraph Two, letter “b”;


VIII.  To
      allocate profit sharing to administrative officers and/or employees of the
      Company, with observance of legal limits and of the Company’s human resources
      policy;


IX.  To
      resolve on any proposal for allocation of profits and for distribution of
      dividends by the Company, as submitted by the Administration; and


X.  To
      elect
      the liquidator, as well as the Audit Committee that shall operate during the
      period of liquidation of the Company.





**Call
      Notice**





**Article
      19 -**  The
      Shareholders’ Meetings shall be called by the Board of Directors or, in cases
      provided by law, by shareholders or by the Audit Committee, with the first
      call
      notice issued at least 30 days in advance counting from the first publication
      of
      the notice; if the Meeting is not held, a notice of second call shall be
      published at least 15 days in advance; and, if again the Meeting is not held,
      the third call notice shall be published at least 8 days in
      advance.





**Legitimation
      and representation**





**Article
      20** –
The
      parties present at the Meeting shall show evidence of their capacity as
      Brazilian Shareholders (Article 10) or Foreign Shareholders (Article 11), by
      presenting a legally qualified document of their identity shall deposit in
      the
      Company, by no later than 48 hours prior to the time scheduled for holding
      the
      Meeting, a document of proof issued by the depositary financial institution
      for
      the book-entry shares, or the custodian thereof, on the terms of Article 40
      of
      Law No. 6404/76.


7





**Paragraph One** –
The
      Company shall waive presentation of the document of proof by a holder of
      book-entry shares that has been included in the list of shareholders provided
      by
      the depositary financial institution.





**Paragraph Two** – A
      shareholder may be represented in a Shareholders’ Meeting by an attorney-in-fact
      appointed on the terms of Paragraph One of Article 126 of Law No. 6404/76,
      provided that the relevant instrument of power of attorney has been deposited
      at
      the head offices of the Company by no later than 48 hours prior to the time
      scheduled for holding the Meeting.





**Quorum** **for installation**





**Article
      21** –
      Shareholders’ Meetings shall be installed on first call with the presence of
      shareholders representing at least 35% of the capital stock, except when
      legislation should require a higher quorum; on second call with the presence
      of
      shareholders representing 25% of the capital stock; and on third call, with
      any
      number of shareholders, with due regard for the provisions of paragraph 3 of
      article 55 of these By-laws.





**Attendance
      Register**





**Article
      22** -  Prior
      to
      the opening of the meeting, the shareholders shall sign the “Attendance
      Register”, entering their name and residence, the quantity of shares that they
      hold and their qualification as Brazilian Shareholders (Article 10) or Foreign
      Shareholders (Article 11).





**Paragraph One** –
The
      list of stockholders present shall be closed by the Chairperson of the Meeting
      immediately upon installation of the Meeting.





**Paragraph Two** –
      Shareholders that arrive at the Meeting after closing of the list may
      participate in the meeting, however they shall not be granted the right of
      voting for any corporate resolution. In addition, their shares shall not be
      computed in the determination of the total of votes attributed to Brazilian
      Shareholders and to Foreign Shareholders.





Paragraph Three –
Upon
      closing of the list of shareholders, the Chairperson of the Meeting shall inform
      the number of votes that may be exercised by each Brazilian Shareholder and
      by
      each Foreign Shareholder, with due regard for the provisions of Articles 14
      and
      15.





**Presiding
      Officers**





**Article
      23** – The
      proceedings of the Meeting shall be chaired by the Chairperson of the Board
      of
      Directors or, in his/her absence or impediment, by the Vice-Chairperson of
      the
      body; and in the case of absence or impediment of both, by a shareholder elected
      by the Meeting from among those present.





**Paragraph One** –
The
      Secretary of the Meeting shall be designated by the Chairperson.





**Paragraph Two** –
The
      Executive Officer for Investor Relations, or a person designated by the latter,
      shall necessarily be present at the Shareholders’ Meeting in order to provide
      any clarifications and information for the shareholders and for the Presiding
      Officers concerning the matters comprised in the functions that are attributed
      under these By-Laws to the position. Notwithstanding, it shall be exclusively
      incumbent upon the Chairperson, with due regard for the rules established in
      these By-Laws, to take any decision concerning the number of votes of each
      shareholder or as to the qualification of any shareholder as a Brazilian
      Shareholder or Foreign Shareholder.


8





**Voting**





**Article
      24** –
For
      voting on resolutions of the Shareholders’ Meetings, the votes of Brazilian
      Shareholders and Foreign Shareholders (Articles 10 and 11) shall be computed
      separately, with due regard for the voting limits referred to in Articles 14
      and
      15.





**Sole Paragraph** –The
      Shareholders’ Meetings shall only resolve on matters that have been expressly
      provided for in the agenda, as contained in the relevant call notices, and
      it is
      forbidden to approve matters under a generic title.





**Chapter** **V**





**Board of Directors, Executive Board and Audit Committee**





**Management
      of the Company**





**Article
      25 -**  The
      management bodies of the Company are the Board of Directors and the Executive
      Board.





**Sole Paragraph** –
The
      Board of Directors is the body for collegiate resolution, while representation
      of the Company is exclusively conducted by the Executive Officers.





**Investiture**





**Article
      26 -**  The
      board
      members, executive officers and members of the Audit Committee shall be vested
      in office through signature in the instrument of investiture, drawn up in the
      Register of Minutes of the Board of Directors or of the Executive Board, or
      the
      Register of Minutes and Opinions of the Audit Committee, as the case may be,
      as
      well as in any Instrument of Consent of the Managers or the Instrument of
      Consent of the Members of the Audit Committee mentioned in the Regulations
      for
      Listing in the New Market.





**Section I**





**Board of Directors**





**Make-Up**





**Article
      27** –
The
      Board of Directors shall be made up of eleven members and relevant deputy
      members, all of whom being shareholders, elected by the Shareholders’ Meeting
      with a unified term of office of two years, to which they may be
      reelected.





**Paragraph One** **–** The
      Federal Republic, in its capacity as holder of the Golden share, is entitled
      to
      elect one member of the Board of Directors and relevant deputy
      member.





**Paragraph Two** **–** The
      employees of the Company shall have the right of electing, by separate vote,
      two
      members of the Board of Directors and relevant deputy members, of whom one
      member and his/her deputy members shall be designated by the CIEMB (Embraer
      Employees’ Investment Club), and the other and relevant deputy member by the
      non-shareholder employees of the Company.





**Paragraph Three** –
The
      other eight members shall be elected by the other shareholders of the Company,
      with due regard for the provisions of Articles 31 and 32. It shall be incumbent
      upon the Chairperson of the Shareholders’ Meeting, in conducting the procedures
      related to the election of the members of the Board of Directors, to determine
      the voting mechanism concerning the election of the board members referred
      to in
      this Paragraph (Article 31 or Article 32).





**Paragraph Four** –
The
      President and Chief Executive Officer of the Company, or the Executive Officer
      designated to substitute the latter, shall participate in all of the meetings
      of
      the Board of Directors, however without having any voting rights for the
      resolutions of the body. It is prohibited for any member of the Board of
      Directors to simultaneously hold office as an Executive Officer of the
      Company.


9





**Paragraph Five** –
At
      least twenty percent (20%) of the directors shall be Independent Directors,
      as
      defined in the Regulations for Listing in the New Market.





**Article
      28 -**  The
      Board
      of Directors shall have a Chairperson and a Vice-Chairperson, who shall be
      chosen by the Shareholders’ Meeting immediately after the election of the
      members of the board.





**Article
      29 -**  Substitution
      of the members of the Board of Directors, either on a temporary basis or as
      a
      result of vacancy for the office, shall be conducted as follows:





I.  If
      there
      should be impediment of a regular member, his/her deputy member shall assume
      until such time as the impediment ceases;


II.  If
      there
      should be a vacancy for the office of regular member, his/her deputy member
      shall assume until the first Annual Shareholders’ Meeting is held, which meeting
      shall elect the substitute;


III.  In
      the
      event of vacancy, either simultaneous or successive, of the offices of regular
      member and relevant deputy member, the other members of the Board of Directors
      shall designate their substitutes, who shall serve up to the first Shareholders’
Meeting, when their substitutes shall be elected on a definite
      basis;


IV.  In
      the
      event of temporary absence or impediment of the Chairperson of the Board,
      his/her functions shall be exercised on a temporary basis by the
      Vice-Chairperson of the Body; and


V.  In
      the
      event of vacancy for the office of Chairperson of the Board of Directors, the
      Vice-Chairperson of the Board shall assume as Chairperson of the body on an
      interim basis and shall immediately call a Shareholders’ Meeting to fill the
      vacant office and for the election of a new Chairperson of the Board of
      Directors.





**Members
      of the Board of Directors**





**Article
      30** –The
      members of the Board of Directors shall have flawless reputation and, unless
      waived by the Shareholders’ Meeting, may not be elected if:





I
–
they
      hold positions in companies that could be considered to be competitors of the
      Company; or


II
–
they
      have or represent an interest that conflicts which that of the
      Company.





**Paragraph One** –
For
      purposes of the provisions of Article 115 of Law No. 6404/76, a vote cast by
      a
      shareholder aiming at the election of a member of the Board of Directors that
      does not satisfy the requisites of this Article shall be considered to be
      abusive.





**Paragraph Two** –
No
      member of the Board of Directors may have access to information, participate
      in
      meetings of the body or exercise any vote on matters in which he/she has or
      could represent an interest that conflicts with the interests of the
      Company.





**Paragraph Three** –
For
      the
      election of the members of the Board of Directors and relevant deputy members
      referred to in Paragraph Three of Article 27, irrespective of the process for
      election that may be adopted (Article 31 or Article 32), any shareholder that
      wishes to recommend a candidate and/or relevant deputy member that is/are not
      a
      member(s) of the Board of Directors shall notify the Company in this regard
      in
      writing by no later than ten days prior to when a Shareholders’ Meeting is held,
      designating the name, qualification and professional résumé of each one of them
      and attaching to the notice a document signed by the candidate attesting his/her
      acceptance of running for the office. The Company shall publish, by no later
      than 8 days prior to the date of the Meeting, a notice informing the
      shareholders the place where they can obtain the list of all of the candidates
      proposed on the terms of this Paragraph and a copy of their qualifications
      and
      professional résumés.


10





**Election
      by Tickets**





**Article
      31** –
With
      due regard for the provisions of Article 32, the election of the members of
      the
      Board referred to in Paragraph Three of Article 27 shall be conducted under
      a
      system of tickets, whereby individual voting on candidates shall not be
      allowed.





**Paragraph One** –
There
      shall always be nomination for reelection, by proposal of the Board of
      Directors, for a ticket made up of the members of the Board currently in office
      and their relevant deputy members, with observance of the following
      rules:





a)
      if any
      member of the Board should cease to belong to the ticket, by his/her decision
      or
      due to impediment, the Board of Directors shall fill the vacancy;


b)
      the
      Company’s management, by no later than 30 days prior to the date scheduled for
      the Shareholders’ Meeting, shall send to the Stock Exchange, shall insert in the
      site in the worldwide computer web and shall make available for the shareholders
      at the Company’s head offices, a document with the names, qualifications and
      résumés of the candidates for members and deputy members that make up the ticket
      established on the terms of this Paragraph.





**Paragraph Two** –
Any
      other shareholder, or group of shareholders, has the right of proposing another
      ticket for the Board of Directors, with observance of the following
      rules:





a)
      the
      proposal shall be notified in writing to the Company by no later than ten days
      prior to the date for which the Shareholders’ Meeting has been called, and it
      shall not be permitted to present more than one ticket by the same shareholder
      or group of shareholders;


b)
      the
      notice shall contain the information and documents mentioned in Paragraph Three
      of Article 30, with specification of the members and relevant deputy
      members;


c)
      by no
      later than eight days prior to the date for which the Shareholders’ Meeting has
      been called, the Company shall publish a notice, with disclosure in a site
      on
      the worldwide computers web, informing the place where the shareholders may
      obtain a copy of the ticket proposals presented.





**Paragraph Three** –
One
      same person may belong to two or more different tickets, including the one
      referred to in Paragraph One.





**Paragraph Four** –
Each
      shareholder may only vote on one ticket; the votes shall be computed with
      observance of the limits provided under Articles 14 and 15; the candidates
      of
      the ticket that receive the greatest number of votes in the Shareholders’
Meeting shall be declared elected.





**Election
      by Multiple Vote**





**Article
      32 –** For the
      election of the members of the Board of Directors and relevant deputy members
      referred to in Paragraph Three of Article 27, shareholders that represent at
      least 5% of the capital stock shall have the right of requesting adoption of
      the
      multiple vote process by no later than 48 hours prior to the date for which
      the
      Shareholders’ Meeting is called.





**Paragraph One** –
      Immediately upon receiving the request, the Company shall publish a notice
      to
      the shareholders communicating that the election shall be conducted by the
      multiple vote process.





**Paragraph Two** **** –
Upon
      installation of the meeting, the Presiding Officers shall, based on the
      Brazilian Shareholders and Foreign Shareholders that have signed the Attendance
      Register and on the number of their shares, provide for the calculation of
      the
      number of votes to which each shareholder shall be entitled, whether Brazilian
      or foreign, with due regard for the following rules:


11





a)  firstly
      there shall be assessment of the number of votes to which each shareholder
      shall
      be entitled, according to the provisions of item I of Article 14, ascribing
      to
      each share that does not exceed the limit of 5% of the total of the shares
      of
      the Company’s capital stock as many votes as correspond to the members of the
      Board to be elected;


b)  if
      the
      total of the votes of the Foreign Shareholders exceeds 2/3 of the total of
      the
      votes of the Brazilian Shareholders, a percentage shall be established for
      reduction of the votes of each Foreign Shareholder in order to be contained
      within the limit of item II of Article 14.





**Paragraph Three** **** –
The
      following are candidates as members and deputy members of the Board of
      Directors:





a)  members
      of the tickets referred to in Paragraphs One and Two Article 31;
      and


b)    any
      candidate and relevant deputy member that have been appointed by any shareholder
      and are not members of the Board of Directors, on the terms of Paragraph Three
      of Article 30.





**Paragraph Four** **** –
Each
      shareholder shall have the right of accumulating the votes ascribed to
      him/her/it on the terms of Paragraph Two on one single candidate and relevant
      deputy member, or to distribute them among several candidates. The members
      and
      relevant deputy members that receive the greatest number of votes shall be
      declared elected.





**Paragraph Five** **** –
Any
      vacant offices that have not been filled due to a tie, shall be subject-matter
      of new voting, under the same process, with adjustment of the number of votes
      to
      which each shareholder is entitled on account of the number of offices to be
      filled.





**Paragraph Six** **** –
      Whenever the election is conducted under this process, the removal of any member
      of the Board of Directors by the Shareholders’ Meeting shall imply removal of
      all of the other members, with conduction of a new election; in other cases
      of
      vacancy, if there is no deputy member, the first Shareholders’ Meeting shall
      process the new election of the Board.





**Paragraph Seven** ****- Paragraph Four of Article 141 of Law No. 6404/76 shall only be applicable if
      the
      Company should have a controlling shareholder.





**Incumbency**





**Article
      33** **-**  It
      is
      incumbent upon the Board of Directors:





I.  To
      establish the general business policy of the Company;


II.  To
      elect
      and remove the executive officers of the Company and establish their
      responsibilities, with due regard for the provisions of these
      By-Laws;


III.  Respecting
      the authority of the Executive Board, to establish the functions and
      responsibilities of the Company’s Executive Officers, designating from among
      them the Executive Officer for Investor Relations, on the terms of the CVM
      (Securities Commission) regulations;


IV.  To
      control the management by the Company’s Executive Officers, examining at any
      time the Company’s books and documents, requesting information on agreements
      executed or that are about to be executed, and on any other acts;


V.  To
      evaluate the quarterly results of the Company’s operations;


12





VI.  To
      evaluate the Management Report and the Executive Board Accounts, resolving
      on
      their submission to the Shareholders’ Meeting;


VII.  To
      call
      upon independent auditors to provide any clarifications that it deems necessary
      for the Company;


VIII.  To
      call
      the Company’s Annual Shareholders’ Meetings and, when it deems convenient, the
      Special Shareholders’ Meetings;


IX.  To
      approve the annual and pluriannual budgets, the strategic plans, the expansion
      projects and the Company’s investment programs, as well as to monitor their
      implementation;


X.  To
      evaluate the matters that are subject to the veto power of the Federal Republic,
      submitting them, when required by Law No. 6404/76, to appreciation by the
      Shareholders’ Meeting;


XI.  To
      manifest in advance on any matter to be submitted to the Shareholders’ Meeting;


XII.  To
      resolve on:





a)  the
      issuance of shares of authorized capital, with due regard for the provisions
      of
      Article 7 and its Paragraph One;


b)  the
      issuance of warrants and, with due regard for the provisions of Paragraph Two
      of
      Article 7 and of the Plan approved by the Shareholders’ Meeting, the granting of
      share purchase options referred to therein;


c)  the
      acquisition by the Company of shares that it has issued, to be kept in the
      treasury or for subsequent cancellation or sale;





XIII.  To
      approve the sale or encumbrance of permanent investment assets, with permission
      to establish limits of authority for the Executive Board for carrying out such
      transactions irrespective of specific approval;


XIV.  To
      resolve on the issuance by the Company of common debentures that are not
      convertible into shares and having no mortgage guarantee;


XV.  To
      authorize the issuance by the Company of any credit instruments for securing
      funds, whether bonds, notes, commercial papers or others, as commonly used
      in
      the market, also resolving on their conditions for issuance and
      redemption;


XVI.  To
      approve the incorporation of subsidiaries and participation of the Company
      in
      the capital of other companies or ventures of any kind, in Brazil or
      abroad;


XVII.  To
      authorize the opening, transfer or closing of offices, branches, premises or
      other establishments of the Company;


XVIII.  To
      authorize the Company to pledge guarantees and to grant financing for third
      parties, with due regard for the provisions of item XI of Article 39,
      below;


XIX.  To
      approve the contracting of the financial institution that shall provide the
      book-entry share services;


XX.  To
      approve the Company’s salary and human resources policy, including as regards
      the criteria for compensation, rights and benefits, as well as the individual
      remuneration of the administrative officers;


13


XXI.  To
      authorize the transfer of Company funds to employees’ associations, welfare and
      recreational entities, private pension funds and foundations;


XXII.  To
      choose and remove the Company’s independent auditors, with observance of
      recommendations by the Audit Committee;


XXIII.  To
      determine the conduction of inspections, auditing or settlement of accounts
      at
      the Company’s subsidiaries, controlled or affiliated companies, as well as at
      foundations that it sponsors;


XXIV.  To
      approve in advance the performance of any acts or the execution of any
      agreements or transactions of any kind involving, on the one part, the Company
      and, on the other part: (i) any shareholder of the Company that holds more
      than
      5% of its capital stock; (ii) any administrative officers of the Company,
      whether regular or deputy, as well as their relevant spouses and relatives
      up to
      the 4 th degree;
      or (iii) any companies that are controlled by, controllers of, affiliates of
      or
      under common control with any one of the parties designated in items “i” and
“ii”;


XXV.  To
      define the triple list of specialized companies, from which the Shareholders’
Meeting shall choose the one that shall conduct the economic appraisal of the
      Company and preparation of the relevant report, in the event of cancellation
      of
      its registration as a publicly-held company or its withdrawal from the New
      Market;


XXVI.  With due
      regard for the rules of these By-Laws and of applicable law, to provide on
      the
      priorities of its duties and to adopt or establish procedural rules for the
      operation of the Company; and


XXVII.  To
      exercise the normative functions for the activities of the Company, with
      permission to assume responsibility for any matter that is not comprised within
      the exclusive authority of the Shareholders’ Meeting or of the Executive
      Board.





**Paragraph One** – The
      removal of members of the Executive Board shall be contingent upon an
      affirmative vote of at least seven members of the Board of
      Directors.





**Paragraph Two** –
With
      due regard for the maximum limit established by the Shareholders’ Meeting, it
      shall be incumbent upon the Board of Directors to establish the remuneration
      of
      each one of its members, of each one of the members of the Committees (Articles
      34 and 35) and of each Executive Officer of the Company, taking into account
      the
      responsibilities, the time dedicated to the functions, the competence, the
      professional reputation and the value of their services in the
      market.





**Paragraph Three** –
It
      shall be incumbent upon the Chairperson of the Board of Directors, in addition
      to other responsibilities provided in these By-Laws, to call and chair the
      meetings of the Board of Directors and the Shareholders’ Meeting.





**Committees
      of the Board**





**Article
      34** **-**  The
      Board
      of Directors shall designate an Executive Committee made up of up to four
      members to operate permanently, having no resolution or management powers,
      intended to assist in performing the Board’s functions.





**Paragraph One** **-** Members
      of the Company’s Board of Directors, either regular or deputies, or of the
      Executive Board, may be designated for the Committee.





**Paragraph Two** –
In
      the
      event of designation of members of the Executive Board to make up the Executive
      Committee, the Executive Officer that is amassing functions shall be entitled
      only to the greater of the remunerations applicable to each one of the jobs
      performed. The members of the Board of Directors designated to make up the
      mentioned body may accumulate the remunerations that are applicable to the
      jobs
      performed.


14





**Article
      35 -**  The
      Board
      of Directors may create Advisory Committees for the management of the Company,
      with restricted and specific purposes and with a limited term of duration,
      designating the members and establishing their remuneration, if applicable,
      with
      observance of the total limit established by the Shareholders’
Meeting.





**Paragraph One** **–** Members
      of the Company’s Board of Directors, whether regular or deputies, or of the
      Executive Board, may be designated to make up the Advisory
      Committees.





**Paragraph Two** -
      In the
      event of designation of members of the Executive Board to make up the Advisory
      Committees, the Executive Officer that is amassing functions shall be entitled
      only to the greater of the remunerations applicable to each one of the jobs
      performed. The members of the Board of Directors designated to make up the
      mentioned body may accumulate the remunerations that are applicable to the
      jobs
      performed.





**Section** **** **II**





**Executive Board**





**Make-Up**





**Article
      36 -** ****  The
      Executive Board shall be made up of a minimum of four and a maximum of eleven
      Executive Officers, one of whom shall be the President and Chief Executive
      Officer, all of them with a term of office of two years, to which offices they
      may be reelected. The designations and functions of each Executive Officer
      shall
      be established by the Board of Directors, which shall designate the one that
      shall perform as Executive Officer for Investor Relations.





**Paragraph One** **–** The
      Chief
      Executive Officer shall be substituted in his/her impediments or absences by
      one
      of the Executive Officers that he/she designates, who shall then perform
      cumulatively as President.





**Paragraph Two** **–** **** In
      the
      event of vacancy for the office of President and Chief Executive Officer, one
      of
      the other Executive Officers shall assume on an interim basis, to be designated
      by the Chairperson of the Board of Directors, up to the first following meeting
      of the Board of Directors, which shall designate the new President and Chief
      Executive Officer.





**Paragraph Three** **** –
In
      the
      event of temporary absence or impediment, the other Executive Officers shall
      be
      substituted by another Executive Officer, chosen by the Chief Executive
      Officer.





**Paragraph Four** –
In
      the
      event of vacancy for the office of Executive Officer, one of the other Executive
      Officers, to be designated by the Chief Executive Officer, shall assume on
      an
      interim basis, amassing his/her functions, up to the first meeting of the Board
      of Directors.





**Paragraph Five** –
The
      Executive Officer that substitutes the Chief Executive Officer or any of the
      other Executive Officers on the terms of this Article shall not be entitled
      to
      any additional remuneration.





**Attributions
      of the Executive Officers**





**Article
      37 -**  It
      shall
      be incumbent upon the Executive Officers to comply and ensure compliance with
      these by laws, with the resolutions of the Board of Directors and of the
      Shareholders’ Meeting, as well as to perform, within their attributions, all of
      the acts that are necessary for normal operation of the Company.





**Paragraph One** –
It
      is
      incumbent upon the Chief Executive Officer:





a)  to
      call
      and chair the meetings of the Executive Board;


15




b)  to
      propose to the Board of Directors the make-up of the Executive Board;


c) to
      propose to the Board of Directors the distribution of functions to the other
      Executive Officers;


d)  to
      orient
      and coordinate the activities of the other Executive Officers


e) to
      direct
      the activities related to the general planning of the Company and of its
      controlled companies;


f) to
      maintain the members of the Board of Directors informed on the activities and
      the progress of the operations of the Company; and


g) to
      perform the other attributions that may be assigned to him/her by the Board
      of
      Directors.





**Paragraph Two** –
It
      is
      incumbent upon the other Executive Officers to assist the Chief Executive
      Officer in the management of the Company’s business and, under orientation and
      coordination of the Chief Executive Officer, perform in the functions that
      have
      been assigned by the Board of Directors.





**Authority
      and Responsibilities of the Executive Board**





**Article
      38** **-**  The
      Executive Board has all of the powers for the performance of the acts that
      are
      necessary for achievement of the Company’s business purpose, with observance of
      the provisions of the law and these by-laws, as well as the resolutions taken
      by
      the Shareholders’ Meeting and by the Board of Directors.





**Article
      39** **** –
It
      is
      incumbent upon the Executive Board, in addition to other functions provided
      by
      law and in these By-Laws:





I.  To
      comply
      and ensure compliance with these By-Laws and with the resolutions of the Board
      of Directors and of the Shareholders’ Meeting;


II.  To
      prepare and submit to the Board of Directors on an annual basis the Company’s
      business plan and general budget, as well as the strategic plan and its annual
      revisions, coordinating the relevant implementation;


III.  To
      propose to the Board of Directors the essential guidelines for the Company’s
      corporate business policy;


IV.  To
      submit
      annually for appreciation by the Board of Directors the Management Report and
      the Executive Board accounts, together with the independent auditors’ report, as
      well as a proposal for allocation of profits assessed for the previous fiscal
      year;


V.  To
      create
      and eliminate the Company’s operating units;


VI.  To
      recommend and provide for the removal of administrative officers of the
      subsidiaries and to appoint and remove the managers of the Company’s operating
      units;


VII.  To
      prepare on an annual basis the Executive Board’s Actions and Targets Plan,
      submitting it together with the performance and results achieved to the Board
      of
      Directors in its regular meetings;


VIII.  To
      present on a quarterly basis to the Board of Directors and to the Audit
      Committee, the economic, financial and equity balance sheet of the
      Company;


IX.  To
      propose to the Board of Directors the establishment or closing of subsidiaries,
      branches, offices and agencies of the Company in Brazil and
      abroad;


16


X.  To
      develop and submit to the Board of Directors the salary policy of the Company
      and of its subsidiaries;


XI.  To
      authorize the Company to pledge guarantees and grant financing to its
      subsidiaries, specific purpose companies and others that either directly or
      indirectly are under control of the Company, duly consolidated in its financial
      statements; and


XII.  To
      submit
      for appreciation by the Board of Directors the matters that are subject to
      veto
      by the Federal Republic, in its capacity as holder of the Golden share, on
      the
      terms of Article 9 and of item III of Article 18 of these By-Laws.





**Representation
      of the Company**





**Article
      40** **–** Except
      as
      provided in the paragraphs of this article, the Company shall be validly bound
      whenever represented by two members of the Executive Board, by the signature
      of
      a member of the Executive Board and of one attorney-in-fact, or by two
      attorneys-in-fact, within the limits of their relevant powers of
      attorney.





**Paragraph One** **** –
The
      acts for which these By-Laws require prior authorization by the Board of
      Directors shall only be valid once such requisite is fulfilled.





**Paragraph Two** **–** The
      Company may be represented by only one Executive Officer or one attorney-in-fact
      for the performance of the following acts:





I.  receiving
      acquittal of amounts owed by the Company;


II.  issuance,
      trading, endorsement and discount of trade bills relative to its
      sales;


III.  signature
      on correspondence that does not create obligations for the Company;


IV.  representation
      of the Company in shareholders’ and quotaholders’ meetings of companies in which
      it holds an equity interest;


V.  the
      granting of a power of attorney for legal counsel for representation in court
      or
      in administrative proceedings;


VI.  representation
      of the Company in court, except for the performance of acts that imply waiver
      of
      rights; and


VII.  performance
      of acts of simple administrative routine, including in respect of government
      agencies, mixed-capital companies, commercial registries, Labor Courts, INSS
      (National Social Security Institute), FGTS (Unemployment Compensation Fund)
      and
      their collecting banks, and other entities of the same nature.





**Paragraph Three** **–** The
      Board
      of Directors may authorize the performance of specific acts that bind the
      Company by the signature of only one Executive Officer or of one regularly
      appointed attorney-in-fact; or further, establish jurisdiction and limits of
      authority for the performance of acts by one single representative.





**Paragraph Four** **–** For
      the
      appointment of attorneys-in-fact, there shall be regard for the following
      rules:





I.  all
      of
      the powers of attorney shall be granted by the Chief Executive Officer, or
      by
      his/her substitute, jointly with another Executive Officer, and shall have
      defined scopes and term of effectiveness, except when concerning *ad
      judicia* powers,
      the term of effectiveness of which shall be indefinite; and


17





II.  when
      the
      power of attorney has the purpose of performance of an act that is contingent
      upon prior authorization by the Board of Directors, it shall only be granted
      upon obtaining such authorization, which shall be mentioned in the instrument
      of
      power of attorney.





**Section** **III**





**Audit
      Committee**





**Article
      41** **-**  The
      Company’s Audit Committee shall operate on a permanent basis and shall be made
      up of 5 members and an equal number of deputy members, who may or may not be
      shareholders, resident in Brazil and elected by the Shareholders’ Meeting, with
      the attributions that are provided by law.





**Paragraph** **** **One** **–** For the
      election of members of the Audit Committee the rules stipulated in Article
      31
      for election of members of the Company’s Board of Directors shall apply, to the
      extent that they are pertinent and do not conflict with the rules of this
      Article.





**Paragraph Two** **–** The
      Shareholders’ Meeting shall designate the Chairperson of the body and his/her
      deputy member, from among the members elected.





**Paragraph Three** **–** One of
      the members of the Audit Committee and his/her deputy member shall, with due
      regard for legal requisites and impediments, be a person that is independent
      from management, a non-shareholder with flawless reputation and notable
      knowledge of the area of accounting, including U.S. accounting practices (US
      GAAP) (the “Specialist Member”); the Executive Board shall suggest to the
      Shareholders’ Meeting a list of persons that fulfill these requisites, but the
      Shareholders’ Meeting may elect persons that are not included in the list,
      provided that they fulfill such requisites.





**Paragraph Four** **** –
If
      on
      the terms of Article 54 the Company should be under control of a controlling
      shareholder or controlling company, as defined by law, the minority shareholders
      shall have the right of electing by separate voting one member and relevant
      deputy member, provided that they jointly represent 10% or more of the
      shares.





**Paragraph Five** **–** The
      remuneration of the members of the Audit Committee shall be established by
      the
      Shareholders’ Meeting that elects them, with observance of legal requisites and
      limits and taking into account their experience, background and reputation.
      If
      the Shareholders’ Meeting deems convenient, the Specialist Member may receive
      remuneration that is differentiated from the other members, in order to render
      it compatible with the market for professional services with similar experience
      and level of specialization.





**Article
      42** –
The
      Audit Committee shall meet on a regular basis every calendar quarter to analyze
      the trial balance and other financial statements prepared periodically by the
      Company, and on a special basis whenever called by its Chairperson, by own
      initiative or by request of any one of its members.





**Paragraph One** –
The
      calling of special meetings shall be conducted by means of written communication
      containing, in addition to the place, date and time of the meeting, the
      agenda.





**Paragraph Two** –
The
      meetings of the Audit Committee shall be installed with the presence of at
      least
      three members or deputy members, and the body shall resolve by majority vote
      of
      the members present.





**Article
      43** –
The
      legal provisions and the provisions of these By-Laws concerning the Audit
      Committee shall be disciplined by its internal regulations, approved by the
      body.





**Paragraph One** –
      It shall incumbent upon the Chairperson of the Audit Committee to transmit
      to
      all of the members of the body the communications received from the
      administrative bodies and from the independent auditors, and to remit to the
      administrative bodies the request received from its members.


18





**Paragraph Two** – The
      members of the Audit Committee shall perform in their functions in the interest
      of the Company, even if elected by a group or class of
      shareholders.





**Paragraph Three** – Based
      on the foundation of the illegality of the act and on a justified decision,
      the
      Audit Committee may refuse to transmit a request for information, clarification,
      special financial statements or assessment of specific facts.





**Paragraph Four** – The
      Audit Committee shall perform in the functions of “Audit Committee” for the
      purposes of U.S. legislation, particularly the Sarbannes-Oxley Act. For this
      purpose, it shall also be incumbent upon the Audit Committee, in addition to
      the
      attributions conferred on it by Law No. 6404/76, to perform in the following
      functions:





a)  to
      present recommendations to the Board of Directors for the choice or substitution
      of the outside auditing company, and concerning its remuneration;


b)  to
      supervise the work of the outside auditors and to render opinion on the
      contracting of other services with the outside auditing company;


c)  to
      take
      initiatives and measures that are necessary for acknowledgement and assessment
      of complaints relative to matters concerning the financial statements, internal
      controls and outside auditing; and


d)  to
      mediate any conflicts and controversy between the Company’s Management and the
      independent auditors.





**Section IV**





**Meetings of the** **Administrative Bodies**





**Periodicity
      of the Meetings**





**Article
      44** **-**  All
      of
      the administrative bodies of the Company shall meet on a regular basis four
      times a year, according to a schedule to be disclosed always in the first month
      of each fiscal year by the Chairperson of the relevant body, and on a special
      basis whenever necessary.





**Call
      Notice**





**Article
      45 -**   The
      administrative officers of the Company shall be called personally, in writing,
      for the meetings of the relevant bodies, at least five days in advance, by
      means
      of a letter, cable, fax, email or any other form that enables proof of receipt
      of the call notice by the addressee.





**Paragraph One** **–** The call
      notice shall be accompanied by a list of the matters to be discussed and
      examined in the meeting, as well as all of the support documents that may be
      necessary.





**Paragraph Two**  –
The
      meetings of administrative bodies may be installed irrespective of a call notice
      if all of the relevant members are present.





**Quorum
      for
      Installation and Resolution**





**Article
      46** **-**  The
      meetings of the administrative bodies may only be installed and may only resolve
      with the presence of the majority of the relevant members; an administrative
      officer shall be considered present at the meeting if he/she participates by
      telephone conference call, or any other means that enables identification of
      the
      Board Member or Executive Officer and simultaneous communication with all of
      the
      other persons present at the meeting.





**Article
      47 -**  With
      due
      regard for exceptions expressed in these By-Laws, the resolutions of the
      meetings of the administrative bodies shall be taken by majority vote of the
      members present.


19





**Chapter VI**





**Financial** **Statements
      and**





**Distribution
      of Profits**





**Fiscal
      Year and Financial Statements**





**Article
      48** **-**  The
      fiscal year begins on January 1 and ends on December 31 of each
      year.





**Paragraph One** **–** At
      the
      end of each fiscal year the Executive Board shall provide for the preparation
      of
      the following financial statements, with observance of pertinent legal
      precepts:





I.  balance
      sheet;


II.  statement
      of stockholders’ equity;


III.  statement
      of income for the fiscal year;


IV.  statement
      of changes in financial position; and


V.  statement
      of cash flow.





**Paragraph Two** **–** Together
      with the financial statement for the fiscal year, the Board of Directors shall
      present to the Annual Shareholders’ Meeting a proposal for allocation to be
      given for the Company’s net income, with observance of the provisions of these
      By-Laws and of the law.





**Mandatory
      Dividend**





**Article
      49** **–** The
      shareholders shall be entitled to receive, on account of a mandatory dividend,
      for each fiscal year, a percentage equivalent to 25% of the net income for
      the
      fiscal year, adjusted according to the following rules:





I
–
The
      net income for the fiscal year shall be reduced or increased by the following
      amounts:





a)
      the
      amount allocated for accrual of the legal reserve; and


b)
      the
      amount allocated for accrual of the reserve for contingencies and reversal
      of
      such reserve accrued in previous fiscal years;





II
–
The
      payment of the dividend determined on the terms of item I may be limited to
      the
      amount of the net income that has been realized for the period, provided that
      the difference is recorded as a reserve for profits to be realized;


III
–
The
      profits recorded in the reserve for profits to be realized, when realized and
      if
      they have not been absorbed by losses in previous periods, shall be added to
      the
      first dividend declared following realization.





**Paragraph One** –
The
      dividend provided for in this Article shall not be mandatory for a fiscal year
      when the Board of Directors informs the Annual Shareholders’ Meeting that it is
      incompatible with the financial situation of the Company; the Audit Committee
      shall render an opinion on this information and the Company’s administrative
      officers shall send to the CVM, within the five days following the Shareholders’
Meeting, a presentation justifying the information transmitted to the
      Shareholders’ Meeting.





**Paragraph Two** –
Any
      profits that are not distributed on the terms of Paragraph One shall be recorded
      as a special reserve and, if they are not absorbed by losses in subsequent
      periods, they shall be paid as a dividend as soon as the Company’s financial
      situation permits.


20





**Paragraph Three** –
The
      Board of Directors may pay or credit interest on equity in each fiscal year,
      on
      the terms of income tax legislation, upon consulting the Annual Shareholders’
Meeting that examines the financial statements for the period.





**Paragraph Four** – Interest
      on equity shall be attributed to the dividends declared by the
      Company.





**Reserve
      for Investment and Working Capital**





**Article
      50** **** **–** **** The
      Company shall maintain a Reserve for Investments against the accrual of which,
      by proposal of the Board of Directors, a portion of up to 75% of the adjusted
      net income for each period may be charged, with the purpose of: (i) ensuring
      funds for investments in permanent assets, without prejudice to the retention
      of
      profits on the terms of Article 196 of Law No. 6404/76; and (ii) strengthening
      of working capital; and may also, (iii) be
      used
      for transactions of redemption, reimbursement or acquisition of shares of the
      Company’s capital.





**Paragraph One** –
With
      observance of the legal limit, the reserve may not exceed 80% of capital
      stock.





**Paragraph Two** –
By
      proposal of the Board of Directors, the Shareholders’ Meeting may at any time
      distribute dividends to be charged to the reserve referred to in this Article,
      or allocate its balance, either wholly or in part, to increase of capital stock,
      including new share dividends.





**Interim
      Dividends**





**Article
      51** –
The
      Board of Directors may resolve for preparation of a six-monthly balance sheet
      and declare interim dividends. It may also prepare a balance sheet and
      distribute dividends at shorter intervals, provided that all of the dividends
      paid in each six-month period of the fiscal year do not exceed the amount of
      the
      capital reserves.





**Sole Paragraph
      -** The
      Board of Directors may declare dividends to be charged to the retain earnings
      account or to profit reserves existing in the last annual or six-monthly balance
      sheet.





**Profit
      Sharing**





**Article
      52** –
The
      Shareholders’ Meeting may ascribe profit sharing to the Company’s administrative
      officers, observing the legal limit.





**Paragraph One** –
The
      profit sharing may only be ascribed in a period in which the mandatory dividend
      referred to in Article 49 is distributed to the shareholders.





**Paragraph Two** –
      Whenever the Company pays interim dividends based on the profit assessed in
      a
      six-monthly balance sheet, the amount of which is at least equal to 25% of
      the
      net income for the period, calculated on the terms of Article 51, the Board
      of
      Directors may resolve, upon consulting the Shareholders’ Meeting, payment of
      profit sharing to the administrative officers for the six-month
      period.





**Chapter VII**





**Protection Mechanisms**





**Monitoring
      of Equity Interests**





**Article
      53 –** In
      addition to what is provided under Paragraph Two of Article 8 and under
      Paragraph Two of Article 10, and without prejudice to the other provisions
      of
      these By-Laws, the Company, through a task force coordinated by the Executive
      Officer for Investor Relations, shall monitor the variances in the equity
      interest of the Company’s shareholders, aiming at preventing and, as the case
      may be, denouncing, on the terms of Paragraph One below, violation of these
      By-Laws and of the applicable legal and regulatory provisions, as well as to
      suggest to the Shareholders’ Meeting the application of the penalties provided
      under Article 16 of these By-Laws.


21





**Paragraph One** **–** If
      at any
      time the Executive Officer for Investor Relations should identify a violation
      of
      any one of the restrictions concerning the limit of shares held by one same
      shareholder or Group of Shareholders, he/she shall immediately inform such
      circumstances: (i) to the Chairperson of the Board of Directors; (ii) to the
      Board Member elected by the Federal Republic, in its capacity as holder of
      the
      Golden common share; (iii) to the Chief Executive Officer; (iv) to the members
      of the Audit Committee; (v) to the BOVESPA; and (vi) to the CVM.





**Paragraph Two** –
The
      Executive Officer for Investor Relations has the right of requiring that the
      shareholders or Groups of Shareholders of the Company inform the make-up of
      their equity holding, direct and/or indirect, as well as the make-up of their
      direct and/or indirect control block and, if applicable, the corporate and
      business group to which they belong de facto and de jure.





**Public
      Offering in the Case of Substantial**





**Acquisition
      of Equity Interest**





**Article
      54** -  Any
      shareholder or Group of Shareholders that acquires or becomes the holder, for
      any reason, of: (i) 35% or more or the total of the shares issued by the
      Company; or (ii) of other rights, including usufruct and trust, over shares
      issued by the Company that represent more than 35% of its capital (“Acquiring
      Shareholder”), shall, within a maximum period of 15 days counting from the date
      of acquisition or of the event that resulted in the ownership of the shares
      or
      rights in a quantity greater than the stipulated limit, submit to the Federal
      Republic, in its capacity as holder of the Golden common share, through the
      Ministry of Finance, a request for conduction of a public offering of shares
      for
      acquisition of the totality of the shares issued by the Company, with observance
      of the provisions of applicable regulations, the regulations of the BOVESPA
      and
      the terms of this Article.





**Paragraph One** **** -
      The
      Federal Republic, in its capacity as holder of the Golden common share, shall
      have a full discretionary right to accept or deny the request for conducting
      the
      public offering. If the request is accepted, the Acquiring Shareholder shall
      conduct an offering within 60 days counting from the date of approval,
      proceeding in the form designated in this Article. If the request is denied,
      the
      Acquiring Shareholder, within a period of 30 days counting from communication
      of
      the denial, shall sell all of the shares that exceed the limit established
      in
      the main provision of this Article.





**Paragraph Two** –
The
      Acquiring Shareholder shall send to the Chief Executive Officer of the Company
      a
      copy of all of the documents related to the request for conducting the public
      offering that were delivered to the Federal Republic or that were sent by the
      latter.





**Paragraph T** **hree** **-**  During
      the period between the request for conducting the public offering and the reply
      from the Federal Republic, whether positive or negative, the Acquiring
      Shareholder may not acquire or sell any shares or securities that are
      convertible into shares issued by the Company.





**Paragraph Four** –
The
      price for acquisition in the public offering for each share issued by the
      Company may not be less than the result obtained from the application of the
      following formula:





OPA
      Price
      = Value of the Share + Premium





where:





“ OPA****Price ”
      corresponds to the acquisition price for each share issued by the Company in
      the
      public offering of shares provided under this Article.


22





“ Value****of****the****Share ”
      corresponds to the greater between: (i) the highest unit quote obtained for
      the
      shares issued by the Company during the 12-month period prior to the conduction
      of the OPA (Public Offering of Shares) among values recorded in any stock
      exchange in which the mentioned shares were traded; (ii) the highest price
      paid
      by the Acquiring Shareholder, during the 36-month period prior to the conduction
      of the OPA, for a share or tranche of shares issued by the Company; (iii) the
      amount equivalent to 14.5 times the Consolidated Average EBITDA of the Company,
      as defined below, reduced by the net consolidated indebtedness of the Company,
      divided by the total number of shares that it has issued; and (iv) the amount
      equivalent to 0.6 times the amount of firm backlog orders of the Company,
      according to the last information disclosed by the latter, reduced by the net
      consolidated indebtedness of the Company, divided by the total number of shares
      issued by the Company.





“ Premium ”
      corresponds to 50% of the Value of the Share.





"Consolidated EBITDA****of****the**** COMPANY” is the
      consolidated operating profit of the Company before net financial expenses,
      income tax and social contribution, depreciation, depletion and amortization,
      as
      assessed based on the consolidated financial statements for the most recent
      complete fiscal year of the Company, already audited and published.





“ Average
      Consolidated EBITDA
      of the Company ”
is
      the
      arithmetic average of the consolidated EBITDAs of the Company for the two most
      recent complete fiscal years.





**Paragraph Five** **–** For
      the
      purposes of Paragraph Four above, in the case of shares represented by deposit
      certificates (including shares related to the Depositary Receipt programs),
      the
      unit quote for the share shall be determined by the division: (i) of the quote
      for the relevant deposit receipt in the market in which it is being traded;
      by
      (ii) the number of shares represented by the certificate.





**Paragraph Six** **** –
The
      conduction of the public offering of shares mentioned in the main provision
      of
      this Article does not preclude the possibility of another shareholder of the
      Company formulating a competing public offering, on the terms of applicable
      regulations.





**Paragraph Seven** –
The
      Acquiring Shareholder shall comply with any requests or requirements by the
      CVM
      within the timeframes prescribed in applicable regulations.





**Paragraph Eight** –
The
      public offering of shares shall necessarily observe the following principles
      and
      procedures, in addition to, as pertinent, others expressly provided in Article
      4
      of CVM Instruction No. 361, of March 5, 2002:





I.  be
      addressed indistinctively to all of the shareholders of the
      Company;


II.  be
      carried out in an auction to be conducted in the BOVESPA;


III.  to
      be
      conducted in a way that can assure equitable treatment for the addressees,
      permitting for them adequate information concerning the Company and the offering
      party, and to provide them with the elements that are necessary for taking
      a
      considered and independent decision as to acceptance of the public
      offering;


IV.  be
      immutable and irrevocable after publication of the public notice for the
      offering, on the terms of CVM Instruction No. 361/02;


V.  be
      launched at the price determined according to the provisions of this Article
      and
      paid spot cash in Brazilian legal currency, in consideration for the acquisition
      in the public offering of the shares issued by the Company; and


VI.  be
      supported by an appraisal report of the Company, prepared by an institution
      having international repute, independence and proven experience in the
      economic/financial valuation of publicly-held companies, prepared in accordance
      with the criteria listed under Article 8 of CVM Instruction No. 361/02, with
      observance of the criteria established in Paragraph Four above for establishing
      the minimum price for the offering.


23





**Paragraph Nine** **** –
In
      the
      event that the Acquiring Shareholder fails to comply with the obligations
      imposed by this Article, including that which concerns compliance with
      deadlines: (i) for request of authorization by the Federal Republic to conduct
      the public offering; (ii) to conduct the public offering for purchase of shares;
      or (iii) for compliance with any requests or requirements of the CVM, the Board
      of Directors of the Company shall call a Special Shareholders’ Meeting, in which
      the shareholder or Group of Shareholders in question shall be hindered from
      voting, to resolve on the suspension of the exercise of the shareholder’s
      rights, as provided under Article 16 of these By-Laws.





**Paragraph Ten**  –
For
      purposes of calculation of the percentage of 35% of the total of the shares
      issued by the Company described in the main provision of this Article, the
      involuntary percentage increases in participation in the capital stock resulting
      from cancellation of treasury shares shall not be computed.





**Chapter VIII**





**Registration as a Publicly-Held** **Company and**





**New
      Market**





**Article
      55 -**  **** As
      long
      as the Company has Diffuse Control, as defined in the Regulations for Listing
      in
      the New Market, and whenever the following is approved in the Shareholders’
Meeting:





I.
      cancellation of registration as a publicly-held company, the Company shall
      make
      a public offer for purchase of shares, and in such case, it may only purchase
      the shares owned by shareholders who voted for cancellation of the registration
      in the Shareholders’ Meeting after having purchased the shares from the other
      shareholders who have not voted for such resolution and who have accepted the
      public offer;


II.
      the
      withdrawal of the Company from the New Market, whether as registration for
      negotiation of the shares outside the New Market or as corporate reorganization
      as provided for in article 57(b)(ii) of these By-laws, the shareholders who
      have
      voted for the respective resolution in the Shareholders’ Meeting shall make a
      public offer for purchase of shares of the other shareholders in the
      Company.





**Paragraph One** –
On
      the
      date of the public offer for purchase of shares, for purposes of the provisions
      herein, the minimum price to be offered shall correspond to the economic value
      ascertained in an appraisal report.





**Paragraph Two**** –
The
      appraisal report mentioned in this article shall be prepared by an specialized
      institution or company with evidenced skills and independent as regards the
      decision power of the Company, its managers and/or controlling shareholders,
      when applicable, and the report shall also comply with the requirements of
      paragraph 1 of article 6 of Law 6.404/76 and have the liability provided for
      in
      article 6 of the same article of the Law.





**Paragraph Three** –
The
      choice of the specialized institution or company in charge of determining the
      economic value of the Company shall be exclusively incumbent upon the
      Shareholders’ Meeting, against submission, by the Board of Directors, of a
      triple list, and the respective resolution, excluding blank votes, shall be
      taken by a qualified majority of the shareholders representing outstanding
      shares of the Company present in the Shareholders’ Meeting resolving on this
      matter and which, if convened in first call, shall have the attendance of
      shareholders representing at least twenty percent (20%) of the outstanding
      shares or, if convened in second call, the attendance of any number of
      shareholders representing outstanding shares.


24





**Paragraph Four** –
The
      costs for preparation of the appraisal report required shall be fully borne
      by
      the offering company.





**Article** **56** –
As
      long
      as the exercise of power of the Diffuse Control in the Company exists and the
      withdrawal of the Company from the New Market occurs by virtue of noncompliance
      with obligations provided for in the Regulations for Listing in the New Market,
      (i) should noncompliance arise out of a resolution in Shareholders’ Meeting, the
      public offer for purchase of shares shall be carried out by the shareholders
      who
      have voted for the resolution implying noncompliance, and (ii) should
      noncompliance arise out of an act or fact of the management, the Company shall
      make the Public Offer of shares for cancellation of registration as a
      publicly-held company directed to all shareholders of the Company. In the event
      that a decision is passed for in the Shareholders’ Meeting the maintenance of
      registration of the Company as a publicly-held company, the public offer of
      shares shall be effected by the shareholders who have voted for such
      resolution.





**Article** **57** –
Should
      the exercise of power of the Diffuse Control no longer exist, and without
      prejudice to the provisions of article 54 above:





(a)
      should cancellation of registration as a publicly-held company occur, the
      Company or the shareholder, or Group of Shareholders holding the Power of
      Control of the Company, as such term is defined in the Regulations for Listing
      in the New Market, shall make a public offer for purchase of shares of the
      other
      shareholders, at least at its respective economic value to be ascertained in
      an
      appraisal report prepared pursuant to paragraphs 2, 3 and 4 of Article 55,
      with
      due regard for applicable rules and regulations.


(b)
      should the shareholders of the Company, in a Special Shareholders’ Meeting,
      resolve (i) to withdraw the Company from the New Market so that its shares
      may
      be registered outside the New Market; or (ii) to carry out a corporate
      reorganization, the surviving company of which is not allowed for negotiation
      in
      the New Market, the shareholder or Group of Shareholders holding the Power
      of
      Control of the Company, as such term is defined in the Regulations for Listing
      in the New Market, shall make the public offer for purchase of shares of the
      other shareholders, at least by its respective economic value to be ascertained
      in an appraisal report prepared pursuant to paragraphs 2, 3 and 4 of Article
      55,
      with due regard for applicable rules and regulations.





**Article** **58** –
With
      due regard for the provisions in these By-Laws and without prejudice to
      compliance with the provisions of article 54 above, the disposal of the
      Company’s Control, whether as a single transaction or by means of successive
      transactions, shall be contracted under the suspensive or resolutory condition
      that the purchaser agrees to make a public offer for purchase of the other
      shares of other shareholders in the Company, with due regard for the conditions
      and terms established in applicable law and in the Regulations for Listing
      in
      the New Market, so as to guarantee a treatment equal to that given to the
      selling controlling shareholder.





**Paragraph
      One** –
The
      public offer mentioned above shall also be required:





(i)  in
      case
      of an onerous assignment of rights and subscription of shares and other notes
      or
      rights relating to securities convertible into shares, resulting in the Sale
      of
      the Company’s Control; and


(ii)  in
      case
      of sale of the control of a company having the Power of Control of the Company,
      and in such case the controlling selling shareholder shall be required to
      declare to BOVESPA the amount attributed to the Company in such sale and attach
      documents proving such amount.





**Paragraph
      Two**  –
The
      Company shall not register any transfer of shares to the purchaser of the Power
      of Control, or to those who come to hold the Power of Control, as long as the
      same has not executed the Instrument of Consent of the Controlling Companies
      as
      mentioned in the Regulations for Listing in the New Market.


25





**Paragraph
      Three** –
With
      due regard for the provisions in these By-Laws, the Company shall not register
      a
      shareholders agreement providing for the exercise of the Power of Control as
      long as its signatories do not execute the Instrument of Consent of the
      Controlling Companies.





**Article** **59** –
With
      due regard for the provisions of these By-Laws and without prejudice to the
      provisions of Article 54 above, those holding shares of the Company and who
      come
      to purchase the Power of Control thereof, by virtue of a private agreement
      for
      purchase of shares executed with the controlling shareholder, involving any
      amount of shares, shall be required to:





(i)  make
      the
      public offer mentioned in the Regulations for Listing in the New Market;
      and


(ii)  reimburse
      the shareholders from whom they purchased shares in the stock exchange in the
      six (6) months prior to the date of Sale of Control, to whom they shall pay
      the
      difference between the price paid to the controlling selling shareholder and
      the
      amount paid in the stock exchange for shares of the Company in such period
      having been duly monetarily restated.





**Article** **60** –
A
      single public offer of shares may be formulated for more than one of the
      purposes provided for in this Chapter VIII, in the Regulations for Listing
      in
      the New Market or the regulations issued by the CVM, provided that it is
      possible to make the procedures of all kinds of public offer of compatible
      shares and with no losses to the offer beneficiaries, and that authorization
      from the CVM is obtained whenever required by applicable law.





**Article** **61** –
The
      Company or the shareholders liable for carrying out the public offer of shares
      provided for in these By-Laws, in the Regulations for Listing in the New Market
      or in the regulations issued by the CVM may assure effectiveness thereof through
      any shareholder, third party and, as the case may be, by the Company. The
      Company or the shareholder, as the case may be, is not exempt of the obligation
      to carry out the public offer of shares until it is completed with due regard
      for applicable rules.





**Chapter IX**





**Arbitration Tribunal**





**Article
      62** –
The
      Company, its shareholders, managers and the members of the Audit Committee
      agree
      to resolve, through arbitration, any and all disputes or claims that may arise,
      especially relating or arising out of applicability, validity, effectiveness,
      construal, violation and effects thereof, of the provisions of Law No. 6404/76,
      as amended, of the Company’s By-Laws and rules  issued
      by
      the National Monetary Council, by the Central Bank of Brazil and by the
      Securities Commission, as well as other rules that are applicable to the
      operation of the capital market in general, in addition to those included in
      the
      Regulations for Listing in the New Market, the Arbitration Regulations of the
      Chamber of Arbitration of the Market and the Agreement for Participation in
      the
      New Market.





**Sole****** **Paragraph** – The
      provisions of this Article shall not apply in the event of a dispute or
      controversy related to or deriving from the Golden common share held by the
      Federal Republic, or concerning its rights and prerogatives, on the terms of
      the
      Law or of these By-Laws, which shall be submitted to the jurisdiction of the
      Central Courts of the Judicial District of Brasília (Federal
      District).





**Chapter X**





**Temporary** **Provisions**





**Article
      63.**   The
      Board
      of Directors elected on the date of approval of these By-Laws, shall have a
      term
      of office of three years, going up to the Annual Shareholders’ Meeting that
      approves the financial statements for the fiscal year ended December 31, 2008.
      As from that Shareholders’ Meeting the term of office of the Board of Directors
      shall be that established in Article 27 above.


26





**Article
      64**   The
      Executive Board elected on the first meeting of the Board of Directors held
      after the date of approval of these By-Laws shall have a term of office of
      three
      years, going up to the Meeting of the Board of Directors to be held after the
      Annual Shareholders’ Meeting that approves the financial statements for the
      fiscal year ended December 31, 2008. As from that Meeting, the term of office
      of
      the Executive Board shall be that established in Article 36 above.





**Paragraph one** **–** The
      Chairperson of the Board of Directors, elected pursuant to Article 63, shall
      amass the office of President and Chief Executive Officer up to the first
      Meeting of the Board of Directors to be held after the Annual Shareholders’
Meeting that approves the financial statements for the fiscal year ended
      December 31, 2006, when on such date the Board of Directors shall elect the
      new
      President and Chief Executive Officer, for a term of office going up to the
      first Meeting of the Board of Directors to be held after the Annual
      Shareholders’ Meeting that approves the financial statements for the fiscal year
      ended December 31, 2008.





**Paragraph
      Two** –
Up
      to
      the Annual Shareholders’ Meeting approving the financial statements of the year
      ended on December 31, 2008, the quorum established in paragraph 1 of article
      33
      for removal of members of the Executive Board shall be the majority of members
      of the Board of Directors.





**Article** **65** –
The
      first call of the Annual Shareholders’ Meeting for approval of the Financial
      Statements of the year ended on December 31, 2005, as well as any Special
      Shareholders’ Meeting to be held on the same date, shall be exceptionally made
      in a term shorter than the term established in Article 19
      above.


27