PRIVATE CONSORTIUM COMMITMENT INSTRUMENT

By this private instrument, the Parties:

CAMARGO CORRA NAVAL PARTICIPAES LTDA., a Brazilian corporation, (CAMARGO

CORRA), CNPJ No. 08.646.964/0001-13, with registered office at Rua Funchal, 160 So Paulo - SP,
herein represented pursuant to its Bylaws;

CONSTRUTORA QUEIROZ GALVO S.A, a Brazilian corporation, (QUEIROZ GALVO), CNPJ No.
33.412.792/0001-60, with registered office at Avenida Rio Branco, 156 grupo 3037, Rio de Janeiro - RJ,
herein represented pursuant to its Bylaws;

IESA LEO E GS S.A., a Brazilian corporation, (IESA), CNPJ No. 07.248.576/0001-11, with
registered office at Rua Mayrink Veiga, 9 - 14 andar, Rio de Janeiro - RJ, herein represented pursuant to
its Bylaws;

and jointly referred to as the Parties.

WITNESSETH

WHEREAS:

Petrobras Netherlands BV, (PNBV), issued the REQUEST FOR PROPOSAL DWC/DBC # 1
invitation, (INVITATION) for procurement of the Semi-Submersible Platform FPU P-55 and of the
Floating Production, Storage and Offloading Platform FPSO P-57, respectively (the PROJECT(S)).

CAMARGO CORRA, QUEIROZ GALVO and IESA wish to tender for the PROJECTS.

CAMARGO CORRA, QUEIROZ GALVO and IESA are interested in participating in the bid,
hereinafter BIDDING PROCESS, through a consortium, pooling their efforts to submit competitive
proposals for the PROJECTS, purpose of the INVITATION.

CAMARGO CORRA, QUEIROZ GALVO and IESA, should they be awarded the contract(s) of the
BIDDING PROCESS, will jointly execute the PROJECT(S) in the form of a consortium or in any other
form of association allowed by PNBV.

NOW THEREFORE, in consideration of the mutual covenants herein contained and for other good and
valuable consideration, the Parties agree as follows:

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 ARTICLE 1 - PURPOSE

1. The purpose of this PRIVATE CONSORTIUM COMMITMENT INSTRUMENT is to establish the

conditions by which the Parties will jointly submit the documentation required in the INVITATION,
hereinafter called the PROPOSAL, corresponding to each PROJECT to comply with the BIDDING
PROCESS.

ARTICLE 2 - OBLIGATIONS OF THE PARTIES

2.1 The Parties undertake herein, in being awarded the contract(s) of the BIDDING PROCESS and
before executing the contract with PNBV for the implementation of the PROJECT, to conclude a
CONSORTIUM AGREEMENT, signed by the legal representatives with powers to do so, which will
be duly filed with the competent official body (Trade Register) located at the Consortium registered
office, hereinafter CONSORTIUM.

2.2 The Parties hereby also undertake, concurrently, to form the CONSORTIUM, and before
executing the contract for the implementation of the PROJECT, to sign a document that will govern
the operational activities (Operating Agreement), which will set the rules and procedures for the
performance of the contract and for the overseeing and control that the Parties will perform
thereon.

2.3 The Parties hereby assume that they will be actively and severally liable for the acts of either one
in relation to the BIDDING PROCESS and to any contracts resulting therefrom and concluded by
the CONSORTIUM.

2.4 Each Party will be responsible, separately and severally, for compliance with contractual
obligations, as well as for all the fiscal, administrative, labor, social security and environmental
demands relevant to the purpose of the INVITATION until the completion of the work assignments
that may be contracted with the CONSORTIUM and will also be responsible, separately and
severally, for compliance with its legal obligations by the time limits set out in legislation;

2.5 In the event of the Parties being successful in the BIDDING PROCESS and being awarded a
contract for one of the PROJECTS, purpose of this PRIVATE CONSORTIUM COMMITMENT
INSTRUMENT, they will perform together all relevant services to the aforementioned purpose in
the proportion established in ARTICLE 4 below.

2.6 The Parties hereby undertake to maintain confidentiality on the information generated during the
term hereof and relevant to its purpose, not disclosing to third parties in any form or at any time,
and not using the information exchanged between them for aims other than the development of
the purpose of this instrument.

2.7 The Parties hereby undertake, when drafting the proposal, to take into account the need to submit
the finest technical and commercial conditions, with a view to achieving the objectives of this
instrument.

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 2.8 This instrument binds all successors, in whatever context, to the rights and obligations herein
assumed by the Parties.

2.9 The Parties hereby assume, expressly, the commitment to the CONSORTIUM not having its
composition or constitution changed or, in any form, modified without the prior consent, in writing,
from PNBV until the full completion of the work assignments that may be contracted, except in the
case provided for in Article 8.2, or that the Parties may decide to merge into one, which succeeds
them for all legal purposes.

2.10 In submitting the PROPOSAL to PNBV and for the purposes of meeting the BIDDING
PROCESS requirements, the Parties undertake to establish another Consortium
Commitment Instrument, yet simpler, containing only the required provisions, serving this
instrument, as an internal consortium agreement that will prevail over the other in case of any
doubt or dispute between the Parties.

2.11 The Parties hereby undertake not to submit another proposal individually nor to participate in
more than one Consortium.

2.12 Alternatively, for the formation of the consortium for the implementation of the PROJECT as set
out in Article 2.1 et seq., the Parties may decide to set up a company for this aim, which should
meet all the criteria set out in this Commitment Agreement.

ARTICLE 3 - NATURE, NAME AND ADDRESS

3.1 The Parties do not constitute, nor will they constitute, for the purposes of the CONSORTIUM, a
distinct legal entity from its members and the CONSORTIUM will adopt its own name, different
from its members.

3.1.1 Only for purposes of identification, the designation "CONSORTIUM QUIC" will be used;
herein simply called the CONSORTIUM.

3.1.2 The registered address of the CONSORTIUM will be Av. Rio Branco, 110 - 19 andar,
Centro, CEP 20040-001, Rio de Janeiro - RJ.

ARTICLE 4 - DISTRIBUTION OF FINANCIAL CONTRIBUTION

4.1 The Parties will participate in the rights and obligations under this agreement in the following
proportion:

CAMARGO CORRA 40.0%

QUEIROZ GALVO 40.0%
IESA 20.0%
4.2

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 4.2 If for convenience and consensus of the Parties other companies were to be admitted to the
CONSORTIUM, the Parties shall agree unanimously to the new distribution in the composition of
the CONSORTIUM.

4.3 In the event of the Parties being successful in the BIDDING PROCESS and being awarded a
contract for one of the PROJECTS, the contribution of the Parties will be established in item 4.1 or
in the one that will be adjusted in accordance with item 4.2 above.

4.4 All the PROPOSAL preparation costs will be allocated and apportioned between the Parties in
proportion to their contribution as defined in item 4.1. In the event of the entry of other companies
as set out in item 4.2, the apportionment of costs will be done according to the contribution that
may be established.

4.5 The Parties will implement the PROJECT jointly, irrespective of scopes.

ARTICLE 5 - LEADERSHIP

5.1 QUEIROZ GALVO will exercise the leadership of the CONSORTIUM, being the leader
forbidden to make any decisions or measures that imply the assumption of commitments to either
PARTY or to the CONSORTIUM, the modification of its contractual obligations or the waiver of
any right, without having been previously and expressly authorized unanimously to do so by the
other Parties.

5.2 The legal representation of the CONSORTIUM will be carried out by the legal representatives of
the Parties.

ARTICLE 6 - DECISIONS AND ORGANIZATION

6.1 All decisions binding the Parties shall be made, compulsorily and unanimously, by these through
their representatives in the STEERING COMMITTEE, as detailed in items 6.2 and 6.3 below.

6.2 The STEERING COMMITTEE will be the highest management level of activities resulting from
this PRIVATE CONSORTIUM COMMITMENT INSTRUMENT and from the CONSORTIUM to be
eventually formed as provided in 2.1, responsible, for the preparation phase of the PROPOSAL:

6.2.1

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 6.2.1 Approve the implementation plan for the PROPOSAL to be prepared by the PROPOSAL
COMMITTEE;

6.2.2 Devise the business and commercial strategy for the BIDDING
PROCESS;

6.2.3 Approve the location(s) of the manufacturing execution of the PROJECT based on
substantiated suggestions by the PROPOSAL COMMITTEE;

6.2.4 Approve the fiscal and tax model to be adopted on the basis of studies and proposals of
the PROPOSAL COMMITTEE;

6.2.5 Approve any major subcontracts, understood as those that are equal to or greater than
15% of the estimated cost of the PROPOSAL;

6.2.6 Approve possible strategies for the exclusive commitments with suppliers and/or service
providers in the preparation of the proposal, which may extend to the PROJECT.

6.2.7 Approve the methodology, criteria and risk and contingency analysis for the breakdown of
the final price;

6.2.8 Approve the " Pre-Sale Final Cost."

6.2.9 Approve the overhead and margin values to be used in calculating the
sale price;

6.2.10 Approve the criteria and calculation assumptions, calculation, conditions and final sale
value to be submitted in the PROPOSAL.

6.3 The STEERING COMMITTEE will consist of the following representatives:

6.3.1 For CAMARGO CORRA: Carlos Camerato and/or Miguel Picorone

6.3.2 For QUEIROZ GALVO: Otoniel Silva Reis and/or Othon Zanoide de
Moraes Filho

6.3.3 For IESA: Valdir Carreiro and/or Jos Eduardo Figueiredo

6.4 The representatives indicated above may be replaced by written notice from the company to the
other Parties, at least two (2) days in advance.

6.6 The PROPOSAL COMMITTEE, formed by a member of each company, will be responsible for
the following key issues, among others:

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 6.6.1 Defining the organizational structure and the human and material resources to be
mobilized for the implementation of the PROPOSAL

6.6.2 Assessing the documentation received of the INVITATION;

6.6.3 Analyzing and preparing opinions and comments on the draft contract and other
provisions that guide the work of the teams responsible for assessing risks and for the
final pricing of the PROPOSAL;

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 6.6.4 Proposing the tax and fiscal model to be applied;

6.6.5 Analyzing the risks involved and the matrix composition for its integration.

6.6.6 Defining the requirements for the selection of the manufacturing execution site for the
PROJECT, for proposition and approval by the STEERING COMMITTEE;

6.6.7 Defining the executive methodology of the PROPOSAL and its work plan, consolidated
and illustrated by a physical timetable;

6.6.8 Proposing the subcontracting of specialized engineering services with company(ies) of

proven experience for the development of the engineering necessary to prepare the
PROPOSAL, including analyses and technical advice, quantification and specifications of
materials and equipment, in a way that enables getting quotes of materials, equipment
and third-party services;

6.6.9 Budgeting the total cost of production and its physical-financial timetables to allow the
formulation of a disbursement flow;

6.6.10 Drawing up and assembling the PROPOSAL itself, with all its components.

6.7 The PROPOSAL COMMITTEE shall immediately establish the executive budget and the
timetable for preparing the PROPOSAL as well as an initial planning of the frequency of the
follow-up meetings on activities and forward them to the STEERING COMMITTEE for approval.

6.8 The PROPOSAL COMMITTEE will consist of the following representatives:

6.8.1 For CAMARGO CORRA: Giovanni Sesti

6.8.2 For QUEIROZ GALVO: Guilherme Ferreira Pinto

6.8.3 For IESA: Luiz Fernando Ferreira

6.9 The representatives indicated above may be replaced by written notice from the company to the
other Parties, at least two (2) days in advance.

ARTICLE 7 - ENTRY INTO FORCE

7.1 This PRIVATE CONSORTIUM COMMITMENT INSTRUMENT shall have effect from the
date of its signature and will remain valid until the event of any of the following:

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 a - having been released the results of the qualification, and completed all reasonable
resources; the Parties will not be qualified for the next phase of the BIDDING
PROCESS;

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 b - having been released the results of the classification and completed all reasonable
resources, the PROPOSAL prepared by the Parties will not be classified or declared
successful;

c - having the PROPOSAL prepared by the Parties been declared successful and these
being awarded the contract of the works purpose of the INVITATION, the replacement of
this PRIVATE CONSORTIUM COMMITMENT INSTRUMENT with the CONSORTIUM
AGREEMENT as defined in Article 2.1 occurs;

d - if the customer resolves to rescind or nullify the INVITATION.

e by agreement between the Parties

7.2 In the event of the Parties being awarded and contracted the works purpose of the
INVITATION, the CONSORTIUM AGREEMENT shall remain in force during the period for
completion of the purpose of the INVITATION, until its final acceptance and termination of all
contractual and legal obligations.

ARTICLE 8 - EXCLUSIVITY AND WITHDRAWAL

8.1 Each PARTY shall act exclusively for the other in everything related to the purpose hereof. The
Parties shall refrain from entering into contracts or concluding any kind of agreements with other
persons, companies or groups of companies that can harm the exclusivity that they now establish
in relation to the reciprocal rights and obligations agreed in this instrument, unless previously
agreed in writing between the Parties.

8.2 It is guaranteed to any of the Parties, within 48 (forty-eight) hours before the presentation of the
PROPOSAL, the right not to proceed with this Agreement. In this case, the rights and obligations
of the PARTY(IES) who prefer to withdraw will be allocated equally between the Parties that
choose to continue on. Nevertheless, the Parties that withdraw are bound to bear the costs of
preparing the PROPOSAL actually incurred until their withdrawal and to honor the confidentiality
and exclusivity commitments here assumed that will survive until the completion of the work
assignments that may be contracted with the CONSORTIUM, or in the occurrence of the events
described in the item 7.1 above.

ARTICLE 9 - SETTLEMENT OF DISPUTES

9.1 The Parties elect the Judicial District of Rio de Janeiro as the sole competent jurisdiction to settle
any disputes that arise under this PRIVATE CONSORTIUM COMMITMENT INSTRUMENT,
waiving any other, no matter its hierarchy.

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 IN WITNESS WHEREOF the Parties sign this Agreement in three (3) counterparts of identical
content and form and for the same legal purposes, in the presence of the undersigned witnesses.

Rio de Janeiro, April 9, 2010.

For Construtora Queiroz Galvo S.A.:

Ildefonso Colares Filho

For Construes e Comrcio Camargo Corra S.A.:

Carlos Reynaldo Camerato

For IESA LEO E GS S.A.:

Valdir Lima Carreiro

WITNESSES:

1. 2.
Name: Luiz Guilherme Ferreira Pinto Name:
CI: CREA-RJ 36.098-D CI:
CPF/MF: 335.849.827-15 CPF/MF:

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