Date: July 27, 2004

Time: 9:30 am

Place: Av. Presidente Juscelino Kubitschek, n° 1830, Torre I, 14° andar, São Paulo, SP.

Attendance: Benjamin Steinbruch (President), Antonio Francisco dos Santos, Fernando Perrone, Mauro Molchansky, Darc Antonio da Luz Costa, Yoshiaki Nakano, Dionísio Dias Carneiro and César Augusto Fogarin (Secretary of the Meeting).

Business Resolved: 6.1 – Approval of the Financial Results of the Second Quarter of 2004 – The Company’s Board of Directors (“Board”), unanimously, approved the financial results of the second quarter of 2004 to be disclosed on July 29, 2004; 6.5 – Decide to extinguish the Branch located in the City of Porto Alegre – The Board approved, unanimously, to extinguish the Branch located in the City of Porto Alegre, State of Rio Grande do Sul, enrolled with the taxpayer register under the number 33.042.730/0012-67; 6.6 – Debentures – As provided for in paragraph 1° of article 59 of law 6.404/76, the Board unanimously approved the issuance of debentures by the Company and the placement of such debentures in the national capital market, such that the net resources obtained in the distribution of the debentures provides the Company with additional liquidity. The total amount of the issuance should be up to R$750.000.000,00 (seven hundred fifty million reais) on the date of issuance, with the following characteristics: (i) Maturity Date: 5 (five) years; (ii) Series: one sole series; (iii) Classification: nominative, book debentures, not convertible into shares; (iv) Kind: unsecured creditor (quirografárias); (v) Compensation: to be defined in accordance with the bookbuilding procedure to be organized by the issuance coordinator leader and ratified by the Board at a rate determined from the variation from 103% up to 108% from the average daily rates of Interbank Deposits, "over extra-group", expressed as a yearly percentage, 252 (two hundred and fifty-two) business days basis, calculated and published daily by the Center for the Custody and Financial Settlements of Securities (Central de Custódia e de Liquidação Financeira de Títulos (“CETIP”)) ("DI Rate") in the daily informative, available in CETIP’s web site and in the gazette (Gazeta Mercantil); (vi) Payment of the Compensation: semiannual; (vii) Payment of the Principal: on the maturity date; (viii) Early Redemption: there shall not be early redemption; (ix) Repricing: there shall be no repricing; (x) Manner of Subscription and Payment in full: the debentures shall be subscribed using the CETIP procedures and paid in full in cash in national legal tender upon subscription; (xi) Subscription Price: the debentures shall be subscribed by their par value, added by the respective compensation calculated pro rata temporis as of the date of issuance until payment in full; (xii) Manner of Placement: the debentures shall be distributed in the open market, by means of financial institutions that belong to the securities distribution system; (xiii) System of Placement: the Company’s Board of Officers is authorized to contract the issuance coordinators and to enter into a coordination agreement under a best efforts system; and (xiv) Issuance Coordinator: Banco Pactual S.A., which will invite Banco Itaú BBA S.A., Banco Santander Brasil S.A. and BB Banco de Investimentos S.A. to participate of the debentures distribution system as hired issuance coordinators. The Board of Officers is authorized to perform all acts required to issue the debentures, including negotiate additional conditions for the debentures and its distribution, contract other financial institutions, other than those indicated above, and to execute a deed of issuance of debentures, the coordination agreement, and any other instrument required or related to the issuance of debentures. 6.7 Buy Back of Shares – The Board approved, unanimously, new buy back of up 7,200,000 common shares in order to remain in treasury and subsequent sale or cancellation, in compliance with the Article 3° of CVM Instruction No. 10/80, through negotiation in Bolsa de Valores de São Paulo - BOVESPA ("Bovespa"), within a three-months period as of August 2, 2004, terminating on November 1, 2004, by means of the following stock brokers: Itaú S.A. Corretora de Valores S.A., Pactual CTVM S.A. and Credit Suisse First Boston CTVM S.A. The purchase price of the common shares shall not be higher than its market price in Bovespa. The amount of the Free Float (excluding the shares held by the controlling shareholder) in accordance with the applicable law, is of 153,568,682 common shares. The Board authorized the Board of Officers to perform all acts required to carry out such deliberation. I certify that the resolutions transcribed hereunder are true to the original of the minutes filed in the Company’s headquarters.