0000950123-10-086698 Sample Contracts

AMENDMENT NO. 2 TO DEPOSIT AGREEMENT
Deposit Agreement • September 16th, 2010 • Petrobras - Petroleo Brasileiro Sa • Crude petroleum & natural gas

AMENDMENT NO. 2, dated as of September [ ], 2010 (the “Amendment”), to the Deposit Agreement dated as of January 2, 2007, as amended as of June [ ], 2007 (as amended, the “Deposit Agreement”), among Petróleo Brasileiro S.A. - Petrobras, incorporated under the laws of Federative Republic of Brazil (the “Company”), JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and all holders from time to time of American depositary receipts (“ADRs”) issued thereunder.

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AMENDMENT NO. 1 TO DEPOSIT AGREEMENT
Deposit Agreement • September 16th, 2010 • Petrobras - Petroleo Brasileiro Sa • Crude petroleum & natural gas • New York

AMENDMENT NO. 1, dated as of June [ ], 2007 (the “Amendment”), to the Deposit Agreement dated as of January 2, 2007 (as amended hereby, the “Deposit Agreement”), among Petróleo Brasileiro S.A. - PETROBRAS, incorporated under the laws of Federative Republic of Brazil (the “Company”), JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and all holders from time to time of American depositary receipts (“ADRs”) issued thereunder.

PETRÓLEO BRASILEIRO S. A. - PETROBRAS AND JPMORGAN CHASE BANK, N.A., As Depositary AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTS Amended and Restated Deposit Agreement Dated as of January __, 2007
Deposit Agreement • September 16th, 2010 • Petrobras - Petroleo Brasileiro Sa • Crude petroleum & natural gas • New York

AMENDED AND RESTATED DEPOSIT AGREEMENT dated as of January ____, 2007 (the “Deposit Agreement”) among PETRÓLEO BRASILEIRO S. A. - PETROBRAS and its successors (the “Company”), JPMORGAN CHASE BANK, N.A., as depositary hereunder (the “Depositary”), and all holders from time to time of American Depositary Receipts issued hereunder (“ADRs”) evidencing American Depositary Shares (“ADSs”) representing deposited Shares (defined below). The Company hereby appoints the Depositary as depositary for the Deposited Securities and hereby authorizes and directs the Depositary to act in accordance with the terms set forth in this Deposit Agreement. All capitalized terms used herein have the meanings ascribed to them in Section 1 or elsewhere in this Deposit Agreement.

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