Exhibit (a) (2)
AMENDMENT NO. 1 TO DEPOSIT AGREEMENT
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.
WHEREAS, the Company and the Depositary executed the Deposit Agreement for the purposes set forth
WHEREAS, pursuant to paragraph (16) of the form of ADR contained in the Deposit Agreement, the
Company and the Depositary desire to amend the terms of the Deposit Agreement and ADRs.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Company and the Depositary hereby agree to amend the Deposit Agreement as
SECTION 1.01. Definitions . Unless otherwise defined in this Amendment, all capitalized terms used, but
not otherwise defined, herein shall have the meaning given to such terms in the Deposit Agreement.
AMENDMENTS TO DEPOSIT AGREEMENT
SECTION 2.01. All references in the Deposit Agreement to the term “Deposit Agreement” shall, as of the
Effective Date (as herein defined), refer to the Deposit Agreement, dated as of January 2, 2007 as amended by
SECTION 2.02. Section 1(c) of the Deposit Agreement is amended by replacing “four” with “two”.
AMENDMENTS TO THE FORM OF ADR
SECTION 3.01. All references in the form of ADR to the number of Shares represented by each ADS is
amended to reflect that each ADS represents two Shares.
SECTION 3.03. The form of ADR, reflecting the amendments set forth herein, is amended and restated to
read as set forth as Exhibit A