Bylaws Of - TAM S.A. - 2-17-2006

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Bylaws Of - TAM S.A. - 2-17-2006 Powered By Docstoc
					Attachment to the Minutes of the Extraordinary General Shareholders Meeting and Special Preferred Shareholders Meeting of TAM S.A. held on May 16, 2005 BYLAWS OF TAM S.A. CHAPTER I. - NAME, HEAD QUARTERS, JURISDICTION, PURPOSE AND TERM Article 1 - TAM S.A. is a public company governed by these Bylaws and by the applicable legislation. Article 2 - The Company is headquartered and has jurisdiction in the Municipality of Sao Paulo, state of Sao Paulo, while branches, offices and other facilities may be opened or closed in other places in Brazil or abroad, upon a resolution issued by the Board of Directors. Article 3 - The Company's purpose is to participate, as a shareholder or quota holder, in companies that offer regular air transportation services domestically and internationally, and other activities related, connected or complementary to regular air transportation, pursuant to the conditions specified in the concessions granted by the appropriate authority. Sole Paragraph - The Company's purpose includes, in particular, its being the majority shareholder in the voting capital of TAM Linhas Aereas S.A., and the sale of this majority shareholding to third parties will be considered a change to the company's purpose, for the purposes of the shareholders exercising their right to withdrawal, understanding, herein, the sale of majority shareholding control of the voting capital to mean an onerous assignment of ownership of shares representing 50% (fifty percent) plus one share with a right to vote issued by TAM Linhas Aereas S.A., abiding by the following:I. Cases of dilution of shareholdings in TAM Linhas Aereas S.A. are not included in the hypothesis of this sole paragraph, and do not grant the right to withdrawal, when they result from: (i) an increase to paid-in capital; (ii) a merger; (iii) an incorporation; and (iv) a spin-off, if the equity spun-off is for a company whose core business coincides with the purpose of TAM Linhas Aereas S.A. and of which the Company is a part; andII. The value of the reimbursement of the shares will be stipulated based on their economic value, calculated pursuant to law. Article 4 - The Company will remain in existence for an unspecified period of time. CHAPTER II - CAPITAL STOCK AND SHARES Article 5 - The subscribed, paid-in capital stock totals R$ 120,749,639.66 (one hundred twenty million, seven hundred forty-nine thousand, six hundred thirty-nine reais and sixty-six centavos) divided into 122,729,342 (one hundred twenty-two million, seven hundred twenty-nine thousand, three hundred forty-two) shares, of which 59,816,248 (fifty-nine million, eight hundred sixteen thousand, two hundred forty-eight) are ordinary shares and 62,913,094 (sixty-two million, nine hundred thirteen thousand and ninety-four) are preferred shares, all nominative, without nominal value and indivisible with respect to the Company. Article 6 - The Company is authorized to increase the capital stock up to a limit of R$ 1,200,000,000.00 (one billion, two hundred million reais), irrespective of changes to the Bylaws, issuing ordinary or preferred shares, upon a decision from the Board of Directors, which will set the conditions for the issue, including price and deadline for paying in.

Paragraph One - The shareholders will have preference in the subscription of capital increases for 30 (thirty) days from the date of publication of the resolution related to increasing the capital, abiding by Paragraph Two of this article.

Paragraph One - The shareholders will have preference in the subscription of capital increases for 30 (thirty) days from the date of publication of the resolution related to increasing the capital, abiding by Paragraph Two of this article. Paragraph Two - Under the terms of Article 172 of Law 6.404/76, and as the Board of Directors deems fit, the preemptive right may be excluded, or the term for exercising it reduced, upon the issue of shares, subscription bonds, debentures or other securities that can be converted into shares whose placement is done by (a) sale on a stock exchange or public subscription, or (b) exchange for shares in a public offering of acquisition of control, pursuant to the terms set forth by law. Paragraph Three - Within the limit of authorized capital, an option to buyback shares may be granted to the Company's management or employees and those of its full subsidiaries and companies under its control, or to individuals who provide services to these companies, in accordance with the plan approved by the General Shareholders Meeting. Paragraph Four - The Company's increase to capital can include one or more types or classes of shares, without maintaining the proportion between the shares of each type or class, abiding, for preferred shares, the maximum limit set forth by law. Article 7 - Each ordinary share corresponds to one vote in the resolutions adopted by the Company in a general shareholders meeting. Article 8 - Preferred shares do not have a right to vote in the General Shareholder Meetings' resolutions, except on issues specified in Paragraph One below, and the following preferences and advantages are guaranteed for these shares:(a) priority in the reimbursement of capital, without a premium, if the Company is liquidated; and(b) the right to be included in a public offering as a result of sale of the Company's shareholding control, under the terms of Chapter IX of these Bylaws, at the same price paid per ordinary share of the controlling block; and(c) dividends at least equal to the dividend of the ordinary shares. Paragraph One - With the admission of the Company to the Level 2 of Corporate Governance of the Sao Paulo Stock Exchange - BOVESPA, the preferred shares will have the right to vote on any of the resolutions of the General Shareholders Meetings regarding:(a) transformation, incorporation, spin-offs and mergers directly involving the Company; (b) approval of contracts between the Company and the Majority Shareholder, directly or through third parties, as well as other companies in which the Majority Shareholder has an interest, whenever, by law or Article of Incorporation, they are discussed in the General Shareholders Meeting;(c) evaluation of assets for paying in an increase of the Company's capital stock;(d) appointment of an expert company to evaluate the economic value of the shares issued by the Company, in the cases set forth in Article 42 of these Bylaws;(e) changes to the Company's purpose; and(f) alteration or revocation of parts of these Bylaws that result in the Company's noncompliance with the requirements set forth in Section IV, item 4.1 of the Best Corporate Governance Practices Regulation - Level 2, created by the Sao Paulo Stock Exchange - BOVESPA, provided that this right to vote prevails as long as the Adoption of Best Corporate Governance Practices Agreement - Level 2 is in force.

Paragraph Two - The shareholders, at any time, may convert ordinary shares into preferred shares, at a ratio of 1

Paragraph Two - The shareholders, at any time, may convert ordinary shares into preferred shares, at a ratio of 1 (one) ordinary share for 1 (one) preferred share, provided that they are paid-in and within the legal limit. Conversion orders must be sent in writing to the Executive Management. Conversion orders received and accepted by the Executive Management must be approved in the first meeting held by the Board of Directors. Article 9 - The Company may issue warrants, multiple securities or certificates that represent simple or multiple shares, which must be signed jointly by 2 (two) officers, one of whom, necessarily, must be the Chief Executive Officer. Article 10 - The Company can keep its shares, or part of them, in bank accounts, in the name of their holders, without issuing certificates, at financial institutions authorized by the Securities and Exchange Commission to provide share-registration services. Sole paragraph - The financial institution where registered shares have been deposited is authorized to charge the shareholder the cost of the ownership-transfer service of said shares, abiding by the maximum limits set by the Securities and Exchange Commission. Article 11 - Dividends and cash bonuses will be paid to the shareholders within the fiscal year in which they have been declared, within 60 (sixty) days, from the) date of their declaration, unless decided otherwise during a General Shareholders Meeting. Article 12 - The Company is prohibited from issuing profit-sharing securities. CHAPTER III - SHAREHOLDERS AGREEMENT Article 13 - The Company must always abide by the shareholders agreement regarding the transfer of shares, the right of subscription, the preemptive right or the exercise of the right to vote, whenever filed at its headquarters, allowing the: (a) Board of Directors and the Executive Management to deny the registration of any transfer of shares that violates the agreement in question; and (b) the Chair of the General Shareholders Meeting, the Chair of the Board of Directors or whomever presides over the Company's deliberative body not to consider any vote in violation of the agreement in question. Paragraph One - The commitments assumed or onus created in said shareholder agreements will only be valid against third parties and administrators after they have been duly registered in the record books and on the share certificates, if any have been issued. Paragraph Two - Any transfer or subscription of the Company's shares, for any reason or purpose, which is not done in accordance with this article, will be considered null and void, and the offending shareholder will be subject to the penalties set forth in Article 120 of Law number 6.404, from 12/15/1976. Paragraph Three - Upon signing their respective Deeds of Installment, the Company's executives must recognize and ratify their obligation to comply with the clauses set forth by law, in these Bylaws and in the Shareholders Agreements filed at the company's headquarters in terms of exercising control over the Company, number of people required to create and discuss a general shareholders meeting, at meetings of the Board of Directors, or meetings of the Company's collective bodies, as well as in terms of restrictions on the free trading of shares. CHAPTER IV - GENERAL SHAREHOLDERS MEETING Article 14. - Ordinary General Shareholders Meetings will be held annually within 4 (four) months after the end of the fiscal year, and, exceptionally, when company interests so require, abiding by the legal requirements related to calling, setting up, deliberations and pertinent legal statutes of limitation.

Paragraph One - A general shareholders meeting will be set up and presided over by the Chair of the Board of Directors, or by the Vice Chair in the Chair's absence, in conformity with these Bylaws. In the absence of both people, any other member of the Board of Directors may set up a meeting, and, in this case, the shareholders present may elect a Chair of the meeting, who, for his/her part, will appoint a secretary.

Paragraph One - A general shareholders meeting will be set up and presided over by the Chair of the Board of Directors, or by the Vice Chair in the Chair's absence, in conformity with these Bylaws. In the absence of both people, any other member of the Board of Directors may set up a meeting, and, in this case, the shareholders present may elect a Chair of the meeting, who, for his/her part, will appoint a secretary. Paragraph Two - The general shareholders meeting must be called through a notice published at least 15 (fifteen) days prior to the meeting, for the first call, and at least 8 (eight) days prior for the second call. Paragraph Three - All of the documents to be analyzed or discussed in the general shareholders meeting will be available to the shareholders on the Sao Paulo Stock Exchange - BOVESPA, as well as at the company's headquarters, as of the date of publication of the first call referred to in the previous paragraph. Paragraph Four - Without limitation to current legislation, it will be exclusively up to the Company's Extraordinary General Shareholders Meeting to discuss the issues mentioned in lines (a), (c), (d), (e) and (f) of Paragraph One of Article 8 of these Bylaws, based on the Board of Directors' proposal. Article 15 - Only shareholders whose names have been registered in the Share Registration Book no later than 24 (twenty-four) hours prior to the date scheduled for the ordinary general shareholders meeting may participate in it. CHAPTER V - ADMINISTRATION SECTION I - MISCELLANEOUS Article 16 - The Company is administered by a Board of Directors and an Executive Management Board. Paragraph One - The administrators formally assume their positions upon the signing of an investiture form in the corresponding book, and they remain at their functions until the election and assumption of their substitutes. Paragraph Two - With the admission of the Company into the Second Level of the Best Corporate Governance Practices of BOVESPA, the investiture of administrators and members of the Fiscal Council, if installed, will require the execution, respectively of the Administrators Consent Form and of the Fiscal Council Members Consent Form. The administrators and members of the Fiscal Council should, further, immediately after assuming their position, communicate to BOVESPA the quantity and characteristics of the securities issued by the Company that they directly or indirectly hold, including their derivatives. Paragraph Three - With the admission of the Company to Level 2 Best Corporate Governance Practices for BOVESPA, and while said contract is in force, the Company and its administrators should, at least once a year, hold a public meeting with analysts and any other interested parties, to disclose information with respect to its respective economic-financial situation, projects and perspectives. Article 17 - The General Meeting is responsible for establishing the total or individual remuneration of the members of the Board of Directors and the Executive Management Board. In the event that the remuneration is established globally, that amount will be apportioned among the members of the Board and among the Directors upon a resolution made by the Board of Directors. Article 18 - An administrative guarantee must essentially be rendered in order to hold an administrative position.

Article 19 - The members of the Board of Directors and the members of the Executive Management Board are prohibited from using the company name in transactions or on documents that are beyond the Company's scope of interest. SECTION TWO - BOARD OF DIRECTORS Article 20 - The Board of Directors will be comprised of eight (8) members, all shareholders, elected by the general meeting, who may be removed from their positions at any time, for a unified mandate of one (1) year, and reelection to the post will be allowed. The general meeting will also appoint a Chairman and Vice-Chair from

Article 19 - The members of the Board of Directors and the members of the Executive Management Board are prohibited from using the company name in transactions or on documents that are beyond the Company's scope of interest. SECTION TWO - BOARD OF DIRECTORS Article 20 - The Board of Directors will be comprised of eight (8) members, all shareholders, elected by the general meeting, who may be removed from their positions at any time, for a unified mandate of one (1) year, and reelection to the post will be allowed. The general meeting will also appoint a Chairman and Vice-Chair from among them. Article 21 - The Vice-Chair of the Board of Directors should substitute the Chairman upon an absence or impediment thereof, as well as in the event that the position of Chairman of the Board of Directors is vacant. Article 22 - In the event of a vacancy, whereby the number of Officers falls short of the number established in these by Bylaws, a General Meeting should be called for an election to fill the vacant positions. The mandate of the Officers elected under these conditions will end along with the other Officers. Article 23 - The Board of Directors will ordinarily meet once a month, and extraordinarily when summoned by the Chairman, by the Vice-Chairman, or by any 2 (two) officers, upon written notice, at least 3 (three) days in advance, through registered letter or other written means, with a brief description of the agenda, and the Officer present at this meeting will be considered as having been formally summoned. Paragraph One - Officers may participate in Board of Director meetings through conference calls or video conferencing. Paragraph Two - Irrespective of the summoning formalities, when all members appear at a meeting, it will be considered as having been formally summoned. Paragraph Three - Meetings of the Board of Directors will be formally commenced if at least 6 (six) of the members are present, obeying the special conditions established in the Shareholders Agreement, filed at the company headquarters. Paragraph Four - Every member of the Board of Directors has the right to one vote on the resolutions of that Board, and the Chairman, in addition to his own personal vote, also has the tie-breaking vote. Paragraph Five - The matters submitted for the appreciation of the Board of Directors will be approved through a favorable vote of at least 5 (five) members of the Board, obeying the special conditions established in the Shareholders agreement, filed at the company headquarters. Paragraph Six - The decisions adopted during the meetings of the Board of Directors will be formalized and validated once the minutes have been registered in the Board of Director Meeting Minutes books, and a mechanical system may be used for such a purpose. Article 24 - Within its legal and statutory attributes, the Board of Directors is exclusively responsible for the following:(I) to establish the general direction of company business;(II) to elect and to dismiss the Directors of the Company, establishing their positions and their attributions, and to apportion among them the global remuneration established by the General Meeting;(III) to oversee the management of the Directors and other managers in general, examining, at any time, the Company papers and books, requesting information on contracts that have been

executed or are in the process of being executed, as well as any other acts of interest to the Company;(IV) to authorize ad referendum of the General Ordinary Meeting to approve the accounts for the fiscal year, the payment of dividends and intermediary dividends or inserted dividends;(V) to render an opinion on administrative reports and the accounts of the Executive Management;(VI) to chose and dismiss independent auditors;(VII) to resolve and to authorize the registration of the company and/or securities with the respective agencies, seeking the public placement of the company's securities;(VIII) to resolve and to authorize the issuance, repurchase, amortization and/or redemption of shares, debentures, pledges or mortgages, promissory notes and any other deeds or securities for public placement;(IX) to resolve and to authorize the Company's participation in other companies and in consortiums, in the air transportation sector, pursuant to article 3 of these Bylaws;(X) to authorize the acquisition of Company shares to remain in the treasury, observing the legal limits, and without limitation to the obligatory dividend;(XI) to approve the annual business budgetary plans and development budgetary plans for the Company and for its holdings;(XII) to approve the internal administrative processes and procedures for the Company and its holdings;(XIII) to approve any financial operations and agreements that imply liabilities for the Company's assets and rights, if not anticipated in the annual business budgetary plan or in the development budgetary plan;(XIV) to approve the opening and closing of affiliates offices, agencies or establishments for the Company, if not anticipated in the annual business budgetary plan or in the development budgetary plan;(XV) to approve the use of any brand, name or symbol that represents the name, company name, business name or figurative name of any of the shareholders;(XVI) the acquisition or concession to third parties of any permit or any other brand, patent or industrial and intellectual property, including know how;(XVII) to approve the transfer, assignment of use, rental, lease or onus of any asset held by the Company that is not anticipated in the annual business budgetary plan or in the development budgetary plan, and that jointly or separately represents an amount equal to or greater than R$ 300,000.00 (three hundred thousand reais);(XVIII) the execution of contracts or agreements not anticipated in the annual business budgetary plan or in the development budgetary plan in an amount greater than R$ 2,000,000.00 (two million reais), or the validity period for which exceeds 12 (twelve) months;(XIX) to approve the execution or modification of any contract or agreement by the Company that is not anticipated in the annual business budgetary plan or in the development budgetary plan, the amount of which exceeds R$ 2,000,000.00 (two million reais);(XX) to approve the commencement by the Company of any legal and/or administrative process, and the negotiations relative to any legal or administrative process that involves the Company, that is not anticipated in the annual business budgetary plan or in the development

budgetary plan, wherein the value in question is greater than R$ 2,000,000.00 (two million reais);-

budgetary plan, wherein the value in question is greater than R$ 2,000,000.00 (two million reais);(XXI) to approve the alteration of any document or subject that has been subject to prior approval by the Board of Directors;(XXII) to approve any payment, expense or investment that is not anticipated in the annual business budgetary plan or in the development budgetary plan, which is greater than the amount established for that purpose by R$ 2,000,000.00 (two million reais);(XXIII) to approve the execution of any contracts: (a) between the Company and the Controlling Shareholder, directly or through third parties, as well as with other companies where the Controlling Shareholders hold interest, and (b) between the Company and any of its shareholders or companies wherein the shareholder or the Company holds representative interest of 5% (five percent) or more in the company capital, and in any of these cases, the members of the Board of Directors will have the right to request, in advance and in a timely manner, that an independent appraisal be performed by a specialized company, which should verify and, if such is the case, revise the terms and conditions of the proposed contract, and its compliance with market conditions and practices ("arm's length");(XXIV) to formulate and approve the vote to be entered by the Company at general company meetings that the Company participates in;(XXV) to resolve on any matter that is not expressly regulated in these Bylaws;(XXVI) to prepare a list in triplicate to be sent to the General Company Meeting, with the name of specialized companies that may be chosen to deterrmine the economic value of the Company; and(XXVII) the institution of Committees and the establishment of the respective systems and authority limits. Article 25 - The Chairman of the Board of Directors and the Vice Chairman of the Board of Directors should, jointly or individually: (a) call the meetings of the Board of Directors to order and preside over them when present; (b) summon the general meetings, and the Chairman should preside over them when present, and upon his absence, the Vice Chairman should preside over them; (c) certify that the law, the company bylaws and the resolutions of the Board of Directors are fulfilled on the administration of the Company. SECTION THREE - EXECUTIVE MANAGEMENT BOARD. Article 26 - The Executive Board is comprised of at least 04 (four) and at the most 08 (eight) members, be them shareholders or not, residing in Brazil, elected by the Board of Directors, where there will be one President, one Financial Director, who will also jointly hold the position and responsibilities of the Investor Relations Director, and the other Directors will have no specific designations. Paragraph One - The mandate of the Directors is for 3 (three) years, and reelection to their positions is allowed. Paragraph Two - The Executive Management Board will meet whenever summoned by the President, acting on his or her own initiative or at the request of any member of the Executive Management. Paragraph Three - The meetings of the Executive Management will occur upon the presence of the majority of its members.

Paragraph Four - The resolutions of the Board will be adopted by a majority vote of its members, and the respective minutes will be drawn up for the meetings, which will be registered in the Meeting Minutes Book of the Executive Management Board. Article 27 - In the event of momentary impediments or absences, each one of the Directors will be substituted by another Director chosen by the Executive Management Board.

Paragraph Four - The resolutions of the Board will be adopted by a majority vote of its members, and the respective minutes will be drawn up for the meetings, which will be registered in the Meeting Minutes Book of the Executive Management Board. Article 27 - In the event of momentary impediments or absences, each one of the Directors will be substituted by another Director chosen by the Executive Management Board. Article 28 - In the event of a definitive impediment, withdrawal or vacancy of the President's position, the Board of Directors should, within at the most 30 (thirty) days, elect a substitute to serve out the rest of the President's term. Article 29 - In the event of a vacancy of a position of an Executive Management Board member, which implies a reduction of the number of Executive Management Board members to less than four, the Board of Directors will elect a substitute with a mandate that coincides with that of the members of the Executive Management Board who are serving out their mandates. Article 30 - In compliance with what is set forth in Article 24 of these Bylaws, any two members of the Executive Management Board should jointly perform all of the acts of the ordinary administration of Company business, especially the following:(I) to represent the Company in or out of Court, according to what is provided for in paragraphs 1 and 2 of this article;(II) to execute contracts of any nature, to acquire, assign or burden properties, contract loans and grant guarantees of any kind, in compliance with the provision of these Bylaws and the relevant legislation, as well as the limits established by the Board of Directors;(III) to name ad judicia and ad negotia attorneys in fact, establishing the term for their mandates, which in the case of ad negotia power of attorney may not be greater than one year;(IV) to open and use bank accounts, to issue and endorse checks and promissory notes; to issue and endorse trade notes and bills of exchange; to endorse warrants, proofs of deposit and bills of lading, respecting the provisions of these Bylaws and the limits established by the Board of Directors;(V) to hire and dismiss employees, as well as establishing their duties and salaries;(VI) to submit the financial statements required by law to the General Meeting, as well as the proposal for the destination of the income for the fiscal year, after the opinion of the Board of Directors and the Fiscal Council have been proffered, if the latter is operational;(VII) to receive and grant clearance, to transact, to renounce rights, to desist, to sign commitment forms, obeying the limits of these Bylaws and) relevant legislation, as well as the limits established by the Board of Directors;(VIII) to practice all acts of management necessary to achieve the corporate purposes;(IX) to manifest the Company's vote on general meetings of companies in which the Company holds interest, in accordance with the guidelines established in advance by the Board of Directors;(X) to maintain all of its operations and transactions registered separately, reflecting all of the transactions and negotiations;(XI) to insure and maintain appropriately insured, using a well known insurance company, all of the Company's assets that may be insured, against all risks with respect to what companies that perform equal or similar activities generally protect through the use of insurance, seeking full indemnification for the replacement value of the asset;-

(XII) to prepare and to provide to every member of the Board of Directors, in the shortest period of time

(XII) to prepare and to provide to every member of the Board of Directors, in the shortest period of time possible, and under any circumstances, within 2 (two) months after the end of each fiscal year for the Company: i) the profits and losses accounts, duly audited (and consolidated, if such is the case), statements of origin and applications of Company funds referring to that fiscal year; and ii) the balance sheet for the Company corresponding to the closing of the fiscal year in question, duly audited (and consolidated, if such is the case); and(XIII) immediately following receipt thereof, to provide to each member of the Board of Directors a copy of all of the other reports, including letters, which relate to the administration of the Company, submitted to it by the auditors relative to any audits, be them annual, intermediary or special, from the Company books, as performed by those auditors. Paragraph One - The Company may further be represented by one member of the Executive Management Board together with one attorney in fact, or by two attorneys in fact, which will always necessarily require two signatures, within the limits established for the powers granted in the respective powers of attorney. Paragraph Two - The company may further be represented by a single member of the Executive Management Board or by a single attorney in fact, in the event that any one of them has been formally appointed by the Executive Management Board for this purpose, with the intent of appearing before governmental offices or agencies and in general meetings of companies in which the Company holds interest, or further in the cases of depositions and as an agent in hearings. CHAPTER VI - FISCAL COUNCIL. Article 31 - The Company has a Fiscal Council, which does not operate permanently, comprised of 05 (five) effective members and 5 (five) substitute members, which will only be installed upon the resolution of the General Meeting, under the cases set forth by law. Sole Paragraph - The General Meeting that resolves to install the Fiscal Council should also elect its members and establish their respective remuneration. CHAPTER VII - FISCAL YEAR, FINANCIAL STATEMENTS AND PROFIT AND LOSS STATEMENTS. Article 32 - The fiscal year will coincide with the calendar year. When the fiscal year is closed, the Executive Management Board will have the financial statements prepared, sending them along with a profit distribution plan to the Board of Directors, which in turn will submit the statements to the general meeting. Paragraph One - The Board of Directors may order the preparation of trial balance sheets in shorter periods of time, including, without limitation, semester trial balance sheets, and to approve the distribution of intermediary dividends based on profits verified, or, further, to approve the distribution of intermediary dividends, in both cases, ad referendum of the General Meeting of the Company. Paragraph Two - The amount paid or credited for interest on the company's own capital pursuant to article 9, paragraph 7 of Law no. 9.249/95, and the relevant legislation and regulations, may be imputed to the obligatory dividend. Paragraph 3 - Intermediary dividends should always be credited and considered as an advance on the obligatory dividend. Article 33 - Any accumulated losses and provisions for taxes or social contributions will be deducted from the results of each fiscal year prior to any distribution of profits.

Sole Paragraph - On the remaining profit found pursuant to the introduction of this article, the administrators and employees' interest will be calculated upon a proposal by the Board of Directors,, in compliance with the legal provisions.

Sole Paragraph - On the remaining profit found pursuant to the introduction of this article, the administrators and employees' interest will be calculated upon a proposal by the Board of Directors,, in compliance with the legal provisions. Article 34 - Verifying the profits for the fiscal year, and once the necessary legal deductions are made, as well as those of the previous article, the profit obtained should have the following destination:(a) 5% (five percent) of the net profit should be used to constitute a legal reserve fund, up to the limit of 20% (twenty percent) of the company capital;(b) 25% (twenty-five percent) of the balance of the net profits for the fiscal year, after the deduction that is covered in letter (a) above is made, and adjusted pursuant to article 202 of Law no. 6.404/76, for distribution of the annual obligatory dividend for the shareholders;(c) Whenever the amount of the obligatory dividend exceeds the realized portion of the net profit for the fiscal year, the administration may propose, and the General Meeting may approve, to earmark the excess for the constitution of a profits reserve to realize, pursuant to article 197 of Law no. 6.404/76; and(d) The remaining balance will have the destination determined for it by the General Meeting, based on the proposal formulated by the Board of Directors. Sole Paragraph - Upon the resolution of the Board of Directors, dividends may be declared and paid on the accumulated profits account or existing profits reserve, ad referendum of the General Meeting. Article 35 - The dividends attributed to shareholders that are not taken will not incur interest and will not be liable to monetary adjustments and will be returned to the Company once a deadline has expired of three (3) years after being attributed to the shareholder. CHAPTER VIII - LIQUIDATION. Article 36 - The Company will be liquidated in the event of the occurrence of the events established by law, and the general meeting will determine the liquidation method to be employed, and it will also be responsible for electing the liquidator, and the Fiscal Council will be operational during the entire liquidation period. CHAPTER IX - ASSIGNMENT OF CONTROL, CANCELLATION OF THE CORPORATION AND TERMINATION OF THE SPECIAL BEST CORPORATE GOVERNANCE PRACTICES. Article 37 - The assignment of shareholder control of the Company, either through a single operation or through successive operations, should be contracted under either a preceding or terminating condition, wherein the party acquiring control undertakes to formulate, within 90 (ninety) days from the date that the respective document is executed, the public offering for the acquisition of all of the shares of the other shareholders of the Company under the same terms and conditions agreed to with the assigning party for the shares under their control block, obeying the provision set forth in article 8, letter (b) of these Bylaws. Article 38 - The public offer referred to in the previous article should also be performed:(a) in the event that there is an onerous assignment of subscription rights and other securities or rights related to securities that may be converted into shares, which comes as a result of the assignment of control in the Company; and (b) in the event of the assignment of control of the controlling shareholder of the Company, and in this case, the assigning controller will be bound to declare to the Stock Exchange of Sao Paulo - BOVESPA, the amount attributed to the Company on the assignment, and to attach the documentation that proves it.

Article 39 - The party that already held shares in the Company and that comes to acquire shareholder control

Article 39 - The party that already held shares in the Company and that comes to acquire shareholder control power, as a result of a private share purchase agreement executed with the controlling shareholder, involving any number of shares, will be obliged to:(a) formalize the public offer referred to in article 38 of these Bylaws; and(b) to indemnify shareholders from whom they have purchased shares on the stock exchange in the 6 (six) months prior to the date that Company control was transferred, and it should pay them any difference between the price paid for the shares that represent control and the amount paid on the stock exchange for the shares of the Company during this same period, duly adjusted through the moment of a payment. Article 40 - The Company will not register any transfer of shires under the following circumstances:I- to shareholders who acquire Controlling Power, until they sign the Consent Form to the Regulation for Special Corporate Governance Practices - Level 2, as well as the Consent Form for the Regulations of the Arbitration Chamber for the Market;II- for shareholders who become proprietors of 5% or more of shares with the right to vote on shares issued by the Company until this shareholder signs the Consent Form to the Regulation of the Arbitration Chamber for the Market, and the signing of said form will be dispensed with when the acquisition of the shares results from the participation of the shareholder in a public distribution process or negotiation on the stock exchange. Article 41 - The Company will not register at its head offices any Shareholder Agreement that sets forth on the exercise of Controlling Power unless its signatories have signed the Consent Forms referred to in item I of Article 40. Article 42 - Upon the public offer of share acquisitions to be performed by the Company or by the controlling shareholder for the cancellation of the corporate status of the Company, or to discontinue the special Level 2 Best Corporate Governance practices on the Sao Paulo Stock Exchange - BOVESPA, the minimum price to be offered should be calculated based on the economic value of the shares determined in the appraisal report. Article 43 - The appraisal report mentioned in the previous article should be prepared by a specialized company with proven experience, completely independent from the Company, its administrators and controllers, and the report should also satisfy the requirements of paragraph one of article 8 of Law no. 6.404/76 and contain the responsibility provided for in paragraph six of the same article of said law. Paragraph One - The choice of the specialized company responsible for assessing the economic value of the Company is the responsibility of the General Meeting, based on the presentation by the Board of Directors of a list presented in triplicate, and the respective resolution thereupon should be made by absolute majority of votes on shares in circulation, as made in the General Meeting that is called to resolve on the subject, and votes left blank will not be counted, and each share, irrespective of its type or class, will be granted the right to one vote on this resolution. Paragraph Two - The Controlling Shareholder will bear the costs for the preparation of the appraisal report. CHAPTER X - SOLUTION OF DISPUTES. Article 44 - Any and all disputes or controversies between the Company, its shareholders, administrators and members of the Fiscal Council of the Company, among themselves or between the Company and BOVESPA and/or the other Companies registered at the BOVESPA Level 2, and that are related to the interpretation and application of the provisions set forth in these Bylaws, of Law no.

6.404/76, for the Agreement to Adopt Special Corporate Governance Practices - Level 2 for BOVESPA, if applicable, or the norms issued by the National Monetary Council, Brazilian Central Bank and Securities Exchange Commission, as well as the other norms on the capitals market, should be definitively settled through arbitration, pursuant to the Regulation of the Arbitration Chamber for the Market, ("Arbitration Regulation")

6.404/76, for the Agreement to Adopt Special Corporate Governance Practices - Level 2 for BOVESPA, if applicable, or the norms issued by the National Monetary Council, Brazilian Central Bank and Securities Exchange Commission, as well as the other norms on the capitals market, should be definitively settled through arbitration, pursuant to the Regulation of the Arbitration Chamber for the Market, ("Arbitration Regulation") established for the Stock Exchange of Sao Paulo - BOVESPA. Sole Paragraph - Brazilian law will be exclusively applicable to the merit of any and all dispute, as well as the performance, interpretation and validity of this commitment clause. The City of Sao Paulo will be the location where the arbitration will take place, which should be performed in Portuguese. Arbitration should be administered by the Arbitration Chamber for the Market itself, which should be conducted and judged by a single arbiter or arbitration tribunal comprised of three arbiters, in accordance with the relevant provisions of the Arbitration Regulation. I do hereby certify that the Bylaws transcribed above were consolidated and approved by the Extraordinary General Meeting and Special Preferred Shareholders Meeting held on May 16, 2005. Signed: [Illegible signature]. Name: Fabiana Borges Vilhena. Position: Secretary. All pages of the document contain the drilled stamp of JUCBSP - the Board of Trade of the State of Sao Paulo, dated 5/24/2005. All pages of the document, save the last, bear a set of illegible initials in the lower right-hand corner. The first page of the document bears a stamp bearing a word that translates as: "Commission". There was nothing further in this document, which I am returning together with this translation, which I have checked, acknowledged and signed and to which I attest. Sao Paulo, June 10th, 2005.

AMENDED AND CONSOLIDATED STOCKHOLDERS' AGREEMENT This Agreement is entered into by and among: I - THE PARTIES: (a) TAM - EMPREENDIMENTOS E PARTICIPACOES S.A. (hereinafter individually called "TEP"), with main place of business at Rua Monsenhor Antonio Pepe, 331, in the city of Sao Paulo, State of Sao Paulo, registered with the CNPJ under no. 03.168.654/0001-17, herein represented as per its articles of association; (b) AEROSYSTEM S.A. EMPREENDIMENTOS E PARTICIPACOES (hereinafter individually called "AEROSYSTEM"), with main place of business at Rua Monsenhor Antonio Pepe, 94, in the city of Sao Paulo, State of Sao Paulo, registered with the CNPJ under no. 63.904.585/0001-94, herein represented as per its articles of association; (c) BRASIL PRIVATE EQUITY FUNDO DE INVESTIMENTO EM PARTICIPACOES (hereinafter individually called "FUNDO BRASILEIRO"), an investment fund with head offices at Avenida Brigadeiro Faria Lima, 3064, 13th floor, in the city and State of Sao Paulo, herein represented by its administrator, the CREDIT SUISSE FIRST BOSTON DISTRIBUIDORA DE TITULOS E VALORES MOBILIARIOS S.A. (hereinafter individually called "CSFB"), with head offices at Av. Brigadeiro Faria Lima, 3064, 13th floor, in the city of Sao Paulo, State of Sao Paulo, registered with the CNPJ under no. 30.121.792/0001 - 13, by its undersigned legal representatives;

AMENDED AND CONSOLIDATED STOCKHOLDERS' AGREEMENT This Agreement is entered into by and among: I - THE PARTIES: (a) TAM - EMPREENDIMENTOS E PARTICIPACOES S.A. (hereinafter individually called "TEP"), with main place of business at Rua Monsenhor Antonio Pepe, 331, in the city of Sao Paulo, State of Sao Paulo, registered with the CNPJ under no. 03.168.654/0001-17, herein represented as per its articles of association; (b) AEROSYSTEM S.A. EMPREENDIMENTOS E PARTICIPACOES (hereinafter individually called "AEROSYSTEM"), with main place of business at Rua Monsenhor Antonio Pepe, 94, in the city of Sao Paulo, State of Sao Paulo, registered with the CNPJ under no. 63.904.585/0001-94, herein represented as per its articles of association; (c) BRASIL PRIVATE EQUITY FUNDO DE INVESTIMENTO EM PARTICIPACOES (hereinafter individually called "FUNDO BRASILEIRO"), an investment fund with head offices at Avenida Brigadeiro Faria Lima, 3064, 13th floor, in the city and State of Sao Paulo, herein represented by its administrator, the CREDIT SUISSE FIRST BOSTON DISTRIBUIDORA DE TITULOS E VALORES MOBILIARIOS S.A. (hereinafter individually called "CSFB"), with head offices at Av. Brigadeiro Faria Lima, 3064, 13th floor, in the city of Sao Paulo, State of Sao Paulo, registered with the CNPJ under no. 30.121.792/0001 - 13, by its undersigned legal representatives; (d) BRAZILIAN EQUITY INVESTMENTS III LLC, c/o The Corporation Trust Company (hereinafter individually called "BEI III"), an investment fund with head offices at Orange Street, 1209, Wilmington, New Castle, Delaware, 19801, by its undersigned legal representatives; (e) BRAZILIAN EQUITY LLC, c/o The Corporation Trust Company, (hereinafter individually called "BEL"), an investment fund with head offices at Orange Street, 1209, Wilmington, New Castle, Delaware, 19801, by its undersigned legal representatives; (f) LATIN AMERICA CAPITAL PARTNERS II LLC (hereinafter individually called LATCAP II"), a limited liability company) organized and existing under the laws of the State of Delaware, USA, with head offices at 1209 Orange Street, Wilmington, Delaware, 19801, by its undersigned legal representatives; (AMENDED AND CONSOLIDATED STOCKHOLDERS' AGREEMENT - TAM S.A. DATED MAY 16, 2005)

(g) LATIN AMERICA CAPITAL PARTNERS PIV LLC (hereinafter individually called "LATCAP PIV"), a limited liability company organized and existing under the laws of the State of Delaware, USA, with head offices at 1209 Orange Street, Wilmington, Delaware 19801, by its undersigned legal representatives. II - THE CONSENTING PARTIES: (a) TAM S.A (hereinafter individually called "TAM S.A."), a company with main place of business in the city of Sao Paulo, State of Sao Paulo, at Av. Jurandir, 856, Lote 4, 3rd floor, registered with the CNPJ under no. 01.932.635/0001-18, herein represented as per its Articles of Association; (b) CSFB, already qualified; (c) CREDIT SUISSE FIRST BOSTON (BAHAMAS) LIMITED (hereinafter individually called "CSFBBAHAMAS"), with head offices at the Bahamas Financial Center, 4th Floor, Shirley and Charlotte Streets, P.O. Box N-3721, Nassau Bahamas, by its undersigned legal representatives; WHEREAS, on November 20, 2002 the PARTIES hereto entered into a Stockholders' Agreement so as to discipline their mutual relationships in the capacity of stockholders of TAM S.A. ("2002 AGREEMENT");

(g) LATIN AMERICA CAPITAL PARTNERS PIV LLC (hereinafter individually called "LATCAP PIV"), a limited liability company organized and existing under the laws of the State of Delaware, USA, with head offices at 1209 Orange Street, Wilmington, Delaware 19801, by its undersigned legal representatives. II - THE CONSENTING PARTIES: (a) TAM S.A (hereinafter individually called "TAM S.A."), a company with main place of business in the city of Sao Paulo, State of Sao Paulo, at Av. Jurandir, 856, Lote 4, 3rd floor, registered with the CNPJ under no. 01.932.635/0001-18, herein represented as per its Articles of Association; (b) CSFB, already qualified; (c) CREDIT SUISSE FIRST BOSTON (BAHAMAS) LIMITED (hereinafter individually called "CSFBBAHAMAS"), with head offices at the Bahamas Financial Center, 4th Floor, Shirley and Charlotte Streets, P.O. Box N-3721, Nassau Bahamas, by its undersigned legal representatives; WHEREAS, on November 20, 2002 the PARTIES hereto entered into a Stockholders' Agreement so as to discipline their mutual relationships in the capacity of stockholders of TAM S.A. ("2002 AGREEMENT"); WHEREAS, the PARTIES are interested in enhancing certain provisos of the 2002 AGREEMENT, in such a way to make it consistent with the Level 2 requirements set forth in the Sao Paulo Stock Exchange (BOVESPA)'s Corporate Governance. NOW, THEREFORE, the PARTIES hereto decide to amend and consolidate the 2002 AGREEMENT, which shall be fully superseded by this Amended and Consolidated Stockholders' Agreement (the "AGREEMENT"), in compliance with the following covenants and conditions: 1. AGREEMENT PURPOSE 1.1. The purpose of this AGREEMENT is to discipline the relationships among the PARTIES (hereinafter called "PARTIES" or "PARTY", "STOCKHOLDERS" or "STOCKHOLDER", according to the context), in the capacity of STOCKHOLDERS of TAM S.A., particularly with regard to: (a) the establishment of rules related to the transfer of stock, specifying criteria to restrict its free circulation; and (AMENDED AND CONSOLIDATED STOCKHOLDERS' AGREEMENT - TAM S.A. DATED MAY 16, 2005)

(b) the establishment of rules to define their mutual relationship before TAM S.A., stipulating the significance of their vote in the composition of the company's management. 1.2 For the purpose of the AGREEMENT referred to, stockholders FUNDO BRASILEIRO, BEI III, BEL, LATCAP II, and LATCAP PIV, hereinafter called INVESTMENT FUNDS and/or their successors or AFFILIATES, on the one side, as well as TEP and/or its successors or AFFILIATES, on the other, shall always be jointly regarded as a stockholders block, each one acting as if they were a single stockholder, except with regard to: (a) Section 10 which addresses the preemptive right and other provisions related to the disposal and encumbrance of stock; (b) to clause 17.1, which addresses the persons entailed to the AGREEMENT. 1.3. For the purposes of the provided in this AGREEMENT, AFFILIATE shall mean: (a) with regard to stockholder TEP, any persons who, either individually or collectively, de jure or de facto, directly or indirectly, (i) controls it (including natural persons), (ii) is controlled by same, (iii) is subject to the same control; (b) with regard to stockholder TEP, whomever succeeds it in instances of dissolution, capital reduction against the surrender of stock of TAM S.A., split-up and other corporate events;

(b) the establishment of rules to define their mutual relationship before TAM S.A., stipulating the significance of their vote in the composition of the company's management. 1.2 For the purpose of the AGREEMENT referred to, stockholders FUNDO BRASILEIRO, BEI III, BEL, LATCAP II, and LATCAP PIV, hereinafter called INVESTMENT FUNDS and/or their successors or AFFILIATES, on the one side, as well as TEP and/or its successors or AFFILIATES, on the other, shall always be jointly regarded as a stockholders block, each one acting as if they were a single stockholder, except with regard to: (a) Section 10 which addresses the preemptive right and other provisions related to the disposal and encumbrance of stock; (b) to clause 17.1, which addresses the persons entailed to the AGREEMENT. 1.3. For the purposes of the provided in this AGREEMENT, AFFILIATE shall mean: (a) with regard to stockholder TEP, any persons who, either individually or collectively, de jure or de facto, directly or indirectly, (i) controls it (including natural persons), (ii) is controlled by same, (iii) is subject to the same control; (b) with regard to stockholder TEP, whomever succeeds it in instances of dissolution, capital reduction against the surrender of stock of TAM S.A., split-up and other corporate events; (c) with regard to the INVESTMENT FUNDS, any person controlling them (including natural persons), or being controlled by same and, also, legal entities or funds in a condominium managed or co-managed by CSFB or CSFB-BAHAMAS; and (d) with regard to the INVESTMENT FUNDS, their partners or quotaholders, in the event same may come to be liquidated, if they quotas or shares are redeemed, or if dividends are paid against the surrender of stock representative of TAM S.A's corporate capital. 1.4 This AGREEMENT is entered into with the purpose of renewing the PARTIES' interest in attaining the purposes of their association, formalized by means of the Investment and Association Agreement, entered into on 8/28/1997, ratifying it for all effects (except in connection with Clause 2, which implementation took place in a different way, which is now ratified), and to re-ratify the Stockholders' Agreement entered into on 11/28/1997, and the 2002 AGREEMENT, superseding them - for all purposes - by this AGREEMENT. 2. PRELIMINARY STATEMENTS 2.1. The corporate capital - subscribed and paid up - totals one hundred twenty million seven hundred forty-nine thousand six hundred thirty-nine Brazilian reais sixty-six cents (R$ (AMENDED AND CONSOLIDATED STOCKHOLDERS' AGREEMENT - TAM S.A. DATED MAY 16, 2005)

120,749,639.66), divided into one hundred twenty-two million seven hundred twenty-nine thousand three hundred forty-two (122,729,342) shares of stock, of which fifty-nine million eight hundred sixteen thousand two hundred forty-eight (59,816,248) common shares of stock, and sixty-two million nine hundred thirteen ninetyfour (62,913,094) preferred shares of stock, all of them nominative shares, with no face value and indivisible as to the Company. 2.2. TAM S.A. is the legitimate owner of the entirety of the stock representative of the corporate capital of TAM LINHAS AEREAS S.A., headquartered at Av. Jurandir, 856, Lote 4, 2nd floor, in the city of Sao Paulo (SP), registered with the CNPJ under no. 02.012.862/0001-60 (hereinafter "TLA"). 2.3. This AGREEMENT entails all shares of stock issued by TAM S.A. belonging to the STOCKHOLDERS on this date (the SHARES), which are free and clear of any charges or encumbrances whatsoever, either judicial or extrajudicial, and no other agreements, options or settlements concerning rights to purchase stock, debentures, subscription bonus and/or beneficial parties exist.

120,749,639.66), divided into one hundred twenty-two million seven hundred twenty-nine thousand three hundred forty-two (122,729,342) shares of stock, of which fifty-nine million eight hundred sixteen thousand two hundred forty-eight (59,816,248) common shares of stock, and sixty-two million nine hundred thirteen ninetyfour (62,913,094) preferred shares of stock, all of them nominative shares, with no face value and indivisible as to the Company. 2.2. TAM S.A. is the legitimate owner of the entirety of the stock representative of the corporate capital of TAM LINHAS AEREAS S.A., headquartered at Av. Jurandir, 856, Lote 4, 2nd floor, in the city of Sao Paulo (SP), registered with the CNPJ under no. 02.012.862/0001-60 (hereinafter "TLA"). 2.3. This AGREEMENT entails all shares of stock issued by TAM S.A. belonging to the STOCKHOLDERS on this date (the SHARES), which are free and clear of any charges or encumbrances whatsoever, either judicial or extrajudicial, and no other agreements, options or settlements concerning rights to purchase stock, debentures, subscription bonus and/or beneficial parties exist. 3. MANAGEMENT PRINCIPLES 3.1. The PARTIES agree to set out the following basic principles which shall guide the decisions and the exercise of their respective voting rights at the General Stockholders Meeting of TAM S.A., as well as the decisions to be made by TAM S.A, by means of its representatives, at the general stockholders' meeting of TLA, and of any other companies in which TAM S.A. has or may have an interest, directly or indirectly, including by means of TLA, either in Brazil or abroad (hereinafter, TLA and these companies shall be called simply "COMPANIES"): (a) the purpose of TAM S.A. is solely to have an interest in the corporate capital of companies dedicated to activities involving air transportation, particularly an interest in the COMPANIES, in which it retains or may retain the corporate and operating control and supervision of its activities (b) the management of TAM S.A's and the COMPANIES' businesses shall be exercised by experienced, skilled, and independent professionals who boast the necessary qualifications for the positions they hold; (c) the strategic decisions of TAM S.A. and the COMPANIES in the operating, financial, and commercial areas as well as the human resources policy shall always be motivated by the best interest of TAM S.A. and the COMPANIES, seeking to ensure the PARTIES the best return on their investments by means of a consistent dividend policy; (d) the commercial relationships and dealings in general of TAM S.A. and the COMPANIES shall always be contracted considering, primarily, the interest of (AMENDED AND CONSOLIDATED STOCKHOLDERS' AGREEMENT - TAM S.A. DATED MAY 16, 2005)

TAM S.A. and the COMPANIES, and be compatible with the conditions and practices similar to those of the market, verified at the time such dealings are contracted; the deals between TAM S.A. and/or the COMPANIES, on the one side, and the PARTIES shall comply with the provided hereof and be submitted to TAM S.A's Board of Directors, pursuant to the Articles of Association and Law no. 6404/76; (e) the strategic decisions in connection with TAM S.A. and the COMPANIES shall have the profitability and value creation for their stockholders as basic objectives; (f) the management of TAM S.A. and the COMPANIES shall always pursue high security, efficiency, productivity, and competitiveness levels in their activities; (g) the management of TAM S.A. and the COMPANIES shall be responsible for the appropriate management of the relationships with the consumers, regulatory agencies, minority stockholders, the community, and public institutions which TAM S.A. and the COMPANIES have to relate to; and

TAM S.A. and the COMPANIES, and be compatible with the conditions and practices similar to those of the market, verified at the time such dealings are contracted; the deals between TAM S.A. and/or the COMPANIES, on the one side, and the PARTIES shall comply with the provided hereof and be submitted to TAM S.A's Board of Directors, pursuant to the Articles of Association and Law no. 6404/76; (e) the strategic decisions in connection with TAM S.A. and the COMPANIES shall have the profitability and value creation for their stockholders as basic objectives; (f) the management of TAM S.A. and the COMPANIES shall always pursue high security, efficiency, productivity, and competitiveness levels in their activities; (g) the management of TAM S.A. and the COMPANIES shall be responsible for the appropriate management of the relationships with the consumers, regulatory agencies, minority stockholders, the community, and public institutions which TAM S.A. and the COMPANIES have to relate to; and (h) TAM S.A. shall adhere to and abide by the rules and regulations which constitute the "Differentiated Practices of Corporate Governance", applicable at least to those companies classed as Level 2 by BOVESPA's rules. 3.2. TAM S.A. and the COMPANIES shall continue to be audited by an internationally renowned audit firm, from among the four (4) main firms in the business. 3.3. The financial statements of TAM S.A. and the COMPANIES and other management and accounting reports required by this Agreement and its exhibits shall be posted according to the Brazilian corporate legislation, accompanied by an additional explanatory note demonstrating the reconciliation of the period's result with the net equity ascertained according to the generally accepted accounting principles in the United States of America (USA GAAP), evidencing the main differences between the two accounting principles applied, without prejudice to the drawing up of the other financial statements required under the law or by force of the "Differentiated Practices of Corporate Governance", applicable to companies classed as Level 2 as per the Sao Paulo Stock Exchange (BOVESPA)'s rules, and the costs of this posting shall be borne by TAM S.A. 3.4. TAM S.A. and the COMPANIES shall be managed in such a way that their activities are self-sustainable, without the need to obtain additional resources with their stockholders. 3.5. TAM S.A. shall be managed in such a way to reach a remarkable reputation as to the disclosure of information to the stock market and the equal treatment of its minority stockholders. (AMENDED AND CONSOLIDATED STOCKHOLDERS' AGREEMENT - TAM S.A. DATED MAY 16, 2005)

3.6. The PARTIES undertake to commit their vote at the General Stockholders Meetings, as well as instruct their representatives in the Board of Directors, to ensuring the observance of the basic principles set forth in this Section 3 as well as in the other items of this AGREEMENT. 3.7. the COMPANIES shall be managed observing the terms of the provisions set forth in this AGREEMENT, including as regards the election of their members. 4. PUBLIC OFFER OF STOCK 4.1. It the market conditions allow so, TAM S.A. shall make a primary offer of preferred stock in the stock market of the United States of America (USA), in no later than two (2) years as of the signing date of the 2002 AGREEMENT. The minimum amount of this public offer of preferred stock shall be fifty million U.S. dollars (US$ 50,000,000.00). The public offer shall allow TAM S.A. to have deposit receipts of its preferred stock traded at the New York Stock Exchange on a preferential basis. 4.1.1. In the event the primary public offer of preferred stock referred to in clause 4.1. above is not possible to make, due to adverse conditions in the national and international market, up to the end of the time frame

3.6. The PARTIES undertake to commit their vote at the General Stockholders Meetings, as well as instruct their representatives in the Board of Directors, to ensuring the observance of the basic principles set forth in this Section 3 as well as in the other items of this AGREEMENT. 3.7. the COMPANIES shall be managed observing the terms of the provisions set forth in this AGREEMENT, including as regards the election of their members. 4. PUBLIC OFFER OF STOCK 4.1. It the market conditions allow so, TAM S.A. shall make a primary offer of preferred stock in the stock market of the United States of America (USA), in no later than two (2) years as of the signing date of the 2002 AGREEMENT. The minimum amount of this public offer of preferred stock shall be fifty million U.S. dollars (US$ 50,000,000.00). The public offer shall allow TAM S.A. to have deposit receipts of its preferred stock traded at the New York Stock Exchange on a preferential basis. 4.1.1. In the event the primary public offer of preferred stock referred to in clause 4.1. above is not possible to make, due to adverse conditions in the national and international market, up to the end of the time frame mentioned in the preceding item the INVESTMENT FUNDS shall have the right to make a secondary public offer of their stock at stock markets either in Brazil or abroad. The STOCKHOLDERS shall be compelled to causing TAM S.A. to take all actions in order to allow this purpose to be attained in no later than six (6) months computed as of the termination of the two(2)-year time frame stated in the preceding subitem. 4.1.2. Notwithstanding the provided in Clause 10.3 and 10.5 below, the right to make a secondary public offer of TAM S.A's stock referred to in subitem 4.1.1 above is exclusive to the INVESTMENT FUNDS, and is not applicable to the other STOCKHOLDERS, unless the market conditions allow their participation without losing at the discretion of the financial institution hired to intermediate the offer -the economical/financial benefit of the INVESTMENT FUNDS. 4.1.3. In case it is previously verified - through information provided by the financial institution hired for placing and/or intermediating the secondary offer referred to in item 4.1.1 above - that the stock under the offer can be purchased by less than four (4) principals who do not qualify as investors, with an exclusively financial interest (such as pension funds and financial institutions for acquisition for their funds or security portfolios "FINANCIAL INVESTORS"), then, the procedure provided in Clause 10.3 and its subitems shall be applied to such an assumption; 4.2. From this date on, TEP and its AFFILIATES can only issue securities if they do not use for such any corporate name, brand or designation - at an Stock Exchange - equal or equivalent to the expression "TAM". The provision stated in
this clause is not applicable to TAM - Transportes Aereos Del Mercosur S/A., a TEP affiliate, unless that, and when, it comes to be acquired by TAM S.A. (AMENDED AND CONSOLIDATED STOCKHOLDERS' AGREEMENT - TAM S.A. DATED MAY 16, 2005)

5. BUDGETARY PLANS AND DIVIDEND POLICIES 5.1. TAM S.A's Board of Directors shall approve the annual budgetary plans and the development plans of TAM S.A. and the COMPANIES up to November 30 of each year, relative to the following fiscal year, and shall follow them up in every ordinary meeting by the Board of Directors. 5.2. In the event any plan is not approved by the Board of Directors up to its implementation date, such plan shall then be the budget of the immediately preceding fiscal year, plus monetary correction according to the variation of the IGPM/FGB index. 5.3. The failure to approve any specific plan during three (3) years within any five-year period shall result in an

5. BUDGETARY PLANS AND DIVIDEND POLICIES 5.1. TAM S.A's Board of Directors shall approve the annual budgetary plans and the development plans of TAM S.A. and the COMPANIES up to November 30 of each year, relative to the following fiscal year, and shall follow them up in every ordinary meeting by the Board of Directors. 5.2. In the event any plan is not approved by the Board of Directors up to its implementation date, such plan shall then be the budget of the immediately preceding fiscal year, plus monetary correction according to the variation of the IGPM/FGB index. 5.3. The failure to approve any specific plan during three (3) years within any five-year period shall result in an Impasse, in accordance with Section 11 below. 5.4. Except when necessary, in compliance with the budgetary and development plans, the allocation of investment resources, the PARTIES shall vote, and recommend the members of the Board of Directors appointed by same to vote, for TAM S.A. to distribute dividends to its stockholders as provided in its Articles of Association, and for the COMPANIES to also distribute dividends to their stockholders in keeping with their statutory provisions, the latter being able to come to distribute the entirety of the net profit ascertained in each fiscal year. 5.5. The dividends paid to TAM S.A. in legal currency by the COMPANIES shall be paid by TAM S.A. to its stockholders as soon as possible, except as provided in the preceding item. 6. GENERAL STOCKHOLDERS MEETINGS - EXERCISE OF VOTING RIGHT 6.1. The deliberations of TAM S.A's general meetings shall be made by the majority votes OF STOCKHOLDERS, except as to the subject-matters indicated in item 6.3 below. 6.2. Upon observing the provided in clause 1.2, the INVESTMENT FUNDS, as a stockholder block and always represented by CSFB, on the one side, and any contingent successors of TEP, on the other, as another stockholder block, undertake - in any events and observing the exceptions expressly contemplated in this AGREEMENT, particularly in connection with the deliberations in the General Stockholders Meetings - to vote jointly and to adopt a single position, acting jointly as if they were a single stockholder and taking all previous actions which are necessary in order for this to occur. 6.2.1 Considering the provided in Clauses 1.2 and 6.2 above, the INVESTMENT FUNDS undertake - in any events, particularly in connection with the deliberations in the General Stockholders Meetings, and with the appointment of members of the Board of Directors and Statutory Audit Committee - to vote jointly so as to appoint two members of the Board of Directors and one or two member(s) of the Statutory Audit Committee (in keeping with the (AMENDED AND CONSOLIDATED STOCKHOLDERS' AGREEMENT - TAM S.A. DATED MAY 16, 2005)

specific provisions of this AGREEMENT about the matter), and to adopt a single position, acting jointly as if they were a single stockholder and taking all previous actions which are necessary in order for this to occur. 6.2.2. The STOCKHOLDERS shall meet previously ("PREVIOUS MEETINGS") to the holding of any general stockholders meeting of TAM S.A., in order to define the vote they will cast, on a uniform way, at the meetings referred to. The PREVIOUS MEETINGS shall be called by the director who has called the general stockholders meeting (or by the chairman of the Board of Directors, in case the calling is made by third parties), against the delivery of a notice by mail, email or fax, with receipt registry. The vote to be professed by the STOCKHOLDERS at the general stockholders meetings shall be defined in the PREVIOUS MEETINGS by the majority votes of STOCKHOLDERS attending them, determined based on the corresponding interests in TAM S.A's total corporate capital, with or without voting right, except for the matters about which a personal right has been expressly assigned to a given STOCKHOLDER.

specific provisions of this AGREEMENT about the matter), and to adopt a single position, acting jointly as if they were a single stockholder and taking all previous actions which are necessary in order for this to occur. 6.2.2. The STOCKHOLDERS shall meet previously ("PREVIOUS MEETINGS") to the holding of any general stockholders meeting of TAM S.A., in order to define the vote they will cast, on a uniform way, at the meetings referred to. The PREVIOUS MEETINGS shall be called by the director who has called the general stockholders meeting (or by the chairman of the Board of Directors, in case the calling is made by third parties), against the delivery of a notice by mail, email or fax, with receipt registry. The vote to be professed by the STOCKHOLDERS at the general stockholders meetings shall be defined in the PREVIOUS MEETINGS by the majority votes of STOCKHOLDERS attending them, determined based on the corresponding interests in TAM S.A's total corporate capital, with or without voting right, except for the matters about which a personal right has been expressly assigned to a given STOCKHOLDER. 6.2.3. The deliberations made in the PREVIOUS MEETINGS shall be stated in minutes, of which copies will be made in order to be presented to the chairman of TAM S.A's general stockholders meetings. 6.2.4. Any deliberation made without observing the provided in this item shall be null and void, invalid, and ineffective, therefore, not producing any effects before the STOCKHOLDERS, TAM S.A. and/or third parties. 6.3. The PARTIES agree it shall be necessary at least TEP's favorable vote and the INVESTMENT FUNDS' favorable vote, these duly represented by the CSFB, in order to approve the deliberations or the practice of acts regarding the following matters: (a) approval of TAM S.A's statutory amendments related to the corporate purpose, corporate capital, rights conferred upon the stock, preemptive rights, administration, and dividends; (b) dissolution, liquidation, and extinction; (c) transformation, split-up, merger, incorporation; (d) acquisition or maintenance of mutual interest; (e) setting up of a wholly-owned subsidiary (also by purchasing stock), and the admission of new stockholders in already existing wholly-owned subsidiaries; (f) acquisition or control of or interest in other companies, consortiums or the setting up of a company group; (g) conveyance and encumbrance of corporate interests; (AMENDED AND CONSOLIDATED STOCKHOLDERS' AGREEMENT - TAM S.A. DATED MAY 16, 2005)

(h) exclusion of preemptive right; (i) decision about TAM S.A or the COMPANIES' interest in businesses which are not related to the attainment of the respective corporate purposes; (j) creation of preferred stock or increase of the existing classes without keeping a proportion with the other types and classes, unless already provided in or authorized by the articles of association; (k) change in the preferences, advantages, and conditions for the redemption or amortization of one or more classes of preferred stock, or creation of a more favored new class; and (l) decision to discontinue the exercise of the Differentiated Practices of Corporate Governance imposed on companies classed as BOVESPA Level 2.

(h) exclusion of preemptive right; (i) decision about TAM S.A or the COMPANIES' interest in businesses which are not related to the attainment of the respective corporate purposes; (j) creation of preferred stock or increase of the existing classes without keeping a proportion with the other types and classes, unless already provided in or authorized by the articles of association; (k) change in the preferences, advantages, and conditions for the redemption or amortization of one or more classes of preferred stock, or creation of a more favored new class; and (l) decision to discontinue the exercise of the Differentiated Practices of Corporate Governance imposed on companies classed as BOVESPA Level 2. 6.4. The vote by the STOCKHOLERS referred to in item 6.3 of this Agreement shall be expressed in a General Stockholders Meeting. 6.5. The Parties as of now undertake to abstain from voting in the Previous Meetings and the General Stockholders Meeting of Company, in case any conflict of interests arises. For the purpose of this Stockholders Agreement, a Party shall be regarded to be in a "CONFLICT OF INTERESTS" when - considering that the purpose of the General Meeting is to deliberate about the entering into of any agreements between the Company and any of its stockholders or companies in which the stockholder or the Company retains any representative interest of five per cent (5) or above in the corporate capital - the terms and conditions of such agreements are NOT regarded as fair and reasonable according to the market practice (arms' length) pursuant to the provisions of clause 6.5.1. 6.5.1. The Parties agree as of now that, for the purpose of determining a Conflict of Interests pursuant to the terms provided in clause 6.5 above, if requested by any of the Parties, a specialized company shall be selected by the COMPANY'S Board of Directors in order to review the adequacy to the market conditions (arms' length) of the terms and conditions of agreements between one of the Parties and/or companies in which such Party referred to retains a representative interest of, at least, 5% in the corporate capital, and the COMPANY and/or organizations in which COMPANY retains a representative interest of, at least, 5% of the corporate capital. The company to be chosen by the Board of Directors shall have access to all relevant information and data in order to (AMENDED AND CONSOLIDATED STOCKHOLDERS' AGREEMENT - TAM S.A. DATED MAY 16, 2005)

assess the intended deal and profess its opinion. 7. BOARD OF DIRECTORS 7.1. At the General Stockholders Meetings of TAM S.A., in which agenda there is a subject-matter referring to the election and/or replacement of members of the Board of Directors, the STOCKHOLDERS, by this AGREEMENT, undertake to contribute with their vote in such a way that: (a) TEP indicates six (6) members, one of them being the Chairman and the other the Vice-Chairman of the Board of Directors; and (b) the INVESTMENT FUNDS, jointly and duly represented by the CSFB, indicate two (2) members of the Board of Directors. 7.1.1. In case stockholders retaining preferred stock shall indicate a member of the Board of Directors based on article 141 of Law 6404/76, the PARTIES as of now agree that TEP shall now indicate only five (5) members of the Board of Directors and the INVESTMENT FUNDS shall keep the right to indicate two (2) members. 7.2. When any position in TAM S.A's Board of Directors becomes vacant, the indication right shall return to the

assess the intended deal and profess its opinion. 7. BOARD OF DIRECTORS 7.1. At the General Stockholders Meetings of TAM S.A., in which agenda there is a subject-matter referring to the election and/or replacement of members of the Board of Directors, the STOCKHOLDERS, by this AGREEMENT, undertake to contribute with their vote in such a way that: (a) TEP indicates six (6) members, one of them being the Chairman and the other the Vice-Chairman of the Board of Directors; and (b) the INVESTMENT FUNDS, jointly and duly represented by the CSFB, indicate two (2) members of the Board of Directors. 7.1.1. In case stockholders retaining preferred stock shall indicate a member of the Board of Directors based on article 141 of Law 6404/76, the PARTIES as of now agree that TEP shall now indicate only five (5) members of the Board of Directors and the INVESTMENT FUNDS shall keep the right to indicate two (2) members. 7.2. When any position in TAM S.A's Board of Directors becomes vacant, the indication right shall return to the party having exercised it, as provided in item 7.1. 7.3. None of the SHAREHOLDERS has the right to veto the indication made as provided in item 7.1, and all of them shall jointly elect the persons indicated as provided for hereunder. 7.4. The Board of Directors shall meet ordinarily every month and extraordinarily against a calling by the Chairman, Vice-Chairman or any two Directors, when the corporate interests require so, the following being observed: (a) the ordinary meetings by the Board of Directors shall be held on the third Wednesdays of every month, and shall review and deliberate on the following subject-matters: (i) monthly financial statements of TAM S.A. and the COMPANIES; (ii) compliance with the approved budget of TAM S.A. and the COMPANIES and any contingent adjustments; (iii) dealings of TAM S.A. and the COMPANIES with parties related to the SHAREHOLDERS, as per the conditions previously approved by the Board of Directors; and (iv) information about the economical/financial performance of TAM S.A. and the COMPANIES. (AMENDED AND CONSOLIDATED STOCKHOLDERS' AGREEMENT - TAM S.A. DATED MAY 16, 2005)

(b) the ordinary meetings shall be held irrespective of any call, the Management Board being responsible for sending to the members of the Board of Directors, with five (5) days in advance, the required documents for the deliberation; (c) Any Director may include matters to be submitted to the Board of Directors, provided that he/she does so in no later than (10) days from the holding of the next meeting. 7.4.1. In addition to observing the statutory quorum for the installation, the meetings by the Board of Directors shall only be validly installed with the presence of at least one of the Directors indicated by the INVESTMENT FUNDS and four Directors indicated by TEP. 7.4.2. The matters submitted to the appreciation of the Board of Directors shall be approved, as per the terms of the articles of association, by the favorable votes of at least five (5) members of the Board, the following conditions being observed: (I) the matters referred to in sections (I), (V) through (XI), (XIII), (XV), (XVII) through (XIX), (XXI) through (XXVI) in article 24 of the Articles of Association shall have the favorable vote of at least:

(b) the ordinary meetings shall be held irrespective of any call, the Management Board being responsible for sending to the members of the Board of Directors, with five (5) days in advance, the required documents for the deliberation; (c) Any Director may include matters to be submitted to the Board of Directors, provided that he/she does so in no later than (10) days from the holding of the next meeting. 7.4.1. In addition to observing the statutory quorum for the installation, the meetings by the Board of Directors shall only be validly installed with the presence of at least one of the Directors indicated by the INVESTMENT FUNDS and four Directors indicated by TEP. 7.4.2. The matters submitted to the appreciation of the Board of Directors shall be approved, as per the terms of the articles of association, by the favorable votes of at least five (5) members of the Board, the following conditions being observed: (I) the matters referred to in sections (I), (V) through (XI), (XIII), (XV), (XVII) through (XIX), (XXI) through (XXVI) in article 24 of the Articles of Association shall have the favorable vote of at least: a) one of the Directors indicated by stockholder INVESTMENT FUNDS; and b) two Directors indicated by stockholder TEP; c) in case there is a vote impediment due to Conflict of Interest on the part of Directors indicated by TEP or by the INVESTMENT FUNDS, such matters shall be approved as follows: c.1.) in case the impeded director or directors have been indicated by TEP, the matter shall be approved by a favorable vote of at least one director indicated by the INVESTMENT FUNDS; and c.2.) in case the impeded director or directors have been indicated by the INVESTMENT FUNDS, the matter shall be approved by a favorable vote of at least two of the directors indicated by TEP. 7.4.2.1. When in the capacity of Directors to the Board of Directors, the Parties as of now undertake to abstain from voting in the Previous Meetings and in the Meetings of the Company's Board of Directors in case of Conflict of Interests. For the purposes of this Stockholders Agreement, a Party shall be regarded to be in a "CONFLICT OF INTERESTS" when, considering that the purpose of Board of Directors Meeting is to deliberate about the entering into any agreements (AMENDED AND CONSOLIDATED STOCKHOLDERS' AGREEMENT - TAM S.A. DATED MAY 16, 2005)

between the Company and the concerned Party (Director Stockholder) or companies in which the concerned Party (Director Stockholder) retains a representative interest of five per cent (5%) or above in the corporate capital - the terms and conditions of such agreements are NOT regarded as fair and reasonable according to the market practice (arms' length), pursuant to the terms of clause 6.5.1, applying the procedure set forth in the clause referred to, as well as the provided in Section XXIII, article 24 of the Articles of Association. 7.5. The Board of Directors meetings shall have the presence of the Management Board members, whenever necessary, at the discretion of any Director, in view of the subject-matters to be discussed. 7.6. The STOCKHOLDERS shall instruct the Directors indicated by them in order for such directors to observe the instructions given by them in connection with the provided in this AGREEMENT. 7.7. The STOCKHOLDERS shall advise the members of the Board of Directors in such a way that - when they prepare and approve the vote to be professed by TAM S.A., in the capacity of the COMPANIES stockholder, in a General Stockholders Meeting called for the election of members of the COMPANIES management entities

between the Company and the concerned Party (Director Stockholder) or companies in which the concerned Party (Director Stockholder) retains a representative interest of five per cent (5%) or above in the corporate capital - the terms and conditions of such agreements are NOT regarded as fair and reasonable according to the market practice (arms' length), pursuant to the terms of clause 6.5.1, applying the procedure set forth in the clause referred to, as well as the provided in Section XXIII, article 24 of the Articles of Association. 7.5. The Board of Directors meetings shall have the presence of the Management Board members, whenever necessary, at the discretion of any Director, in view of the subject-matters to be discussed. 7.6. The STOCKHOLDERS shall instruct the Directors indicated by them in order for such directors to observe the instructions given by them in connection with the provided in this AGREEMENT. 7.7. The STOCKHOLDERS shall advise the members of the Board of Directors in such a way that - when they prepare and approve the vote to be professed by TAM S.A., in the capacity of the COMPANIES stockholder, in a General Stockholders Meeting called for the election of members of the COMPANIES management entities - persons indicated by TAM S.A's stockholders be indicated to form such entities, and the indication of FUNDO BRASILEIRO to hold a position in the COMPANIES' Management Board shall be respected; and all the other Management Board positions shall be held by persons indicated by stockholder TEP. With regard to FUNDO BRASILEIRO, the person to be indicated to take part in the COMPANIES' management board shall always be the same person indicated and elected for the position of TAM S.A's Chief Financial Officer. 8. MANAGEMENT BOARD 8.1. The STOCKHOLDERS shall instruct the Board of Directors members indicated by them, in the election of the Management Board members, to vote in such a way: (a) to elect as Officers the persons indicated by the Directors appointed by stockholder TEP, in a number of three (3), in case the Management Board consists of four (4) to five (5) members, or in a number of four (4) in case the Management Board consists of six (6) members, one of them being the President and the other the Vice-President; (b) to elect as Chief Financial Officer the person indicated by the director appointed by FUNDO BRASILEIRO, the directors appointed by stockholder TEP having a vetoing right. 8.2. It is incumbent upon the Board of Directors to elect TAM S.A's President and approve the indication to elect the COMPANIES' President pursuant to the TAM S.A's articles of association (AMENDED AND CONSOLIDATED STOCKHOLDERS' AGREEMENT - TAM S.A. DATED MAY 16, 2005)

and the special provisions contained in this AGREEMENT. Such deliberations shall rely on the favorable vote of at least six (6) members of TAM S.A's Board of Directors, one of them being necessarily professed by a Director indicated by the INVESTMENT FUNDS. 9. STATUTORY AUDIT COMMITTEE 9.1. At General Stockholders Meetings which agenda contains a matter related to the indication of members of TAM S.A's Statutory Audit Committee, the STOCKHOLDERS undertake to contribute with their vote in such a way that said Statutory Audit Committee is made up of: (a) Three (3) members indicated by stockholder TEP; and (c) up to two (2) members indicated by FUNDO BRASILEIRO, this being ensured the right to indicate at least one (1) member, in case it is possible for other minority stockholders to elect the other member. 10. PREFERRED RIGHT AND OTHER PROVISIONS REGARDING THE ALIENATION,

and the special provisions contained in this AGREEMENT. Such deliberations shall rely on the favorable vote of at least six (6) members of TAM S.A's Board of Directors, one of them being necessarily professed by a Director indicated by the INVESTMENT FUNDS. 9. STATUTORY AUDIT COMMITTEE 9.1. At General Stockholders Meetings which agenda contains a matter related to the indication of members of TAM S.A's Statutory Audit Committee, the STOCKHOLDERS undertake to contribute with their vote in such a way that said Statutory Audit Committee is made up of: (a) Three (3) members indicated by stockholder TEP; and (c) up to two (2) members indicated by FUNDO BRASILEIRO, this being ensured the right to indicate at least one (1) member, in case it is possible for other minority stockholders to elect the other member. 10. PREFERRED RIGHT AND OTHER PROVISIONS REGARDING THE ALIENATION, ENCUMBRANCE AND CONVERSION OF SHARES 10.1. The total or partial transfer or transmission of SHARES subject to this AGREEMENT to third parties shall not be permitted without the previous consent in writing by the other SHAREHIOLDERS which, under the penalty of absolute nullity and by operation of law, shall have preference the for the purchase, on the basis of equality of conditions. 10.1.1. For the purposes of the foregoing item, the SHAREHOLDER who wishes to alienate or transfer its SHARES to third parties shall notify the other SHAREHOLDERS, in writing, of its intention, specifying the number and kind of SHARES, name and qualification of the possible buyer, price and other conditions of the transaction. 10.1.2. The SHAREHOLDERS, once they are notified in the form of the foregoing, shall have 15 (fifteen) days, from the date of receipt of the notification, to exercise their preferential right. In the case that more than one SHAREHOLDER wishes to make use of its preferential right, each one shall be entitled to purchase the offered SHARES in the exact proportion of its participation in the corporate capital of TAM S.A., the well the to purchase the SHARES remaining due to the disinterest or partial use of the preferential right by any, of the SHAREHOLDERS. In any case, the whole lot of offered SHARES shall be purchased by one or more SHAREHOLDERS making use of their preferential right, otherwise, the Offering SHAREHOLDER is free to negotiate with third parties the exact conditions foreseen in the notification mentioned in item 10.1.1 above. 10.1.3. If 15 (fifteen) days from the receipt of the notification to which the item 10.1.1 above refers there is no representation of interest in the purchase of the offered SHARES by the other SHAREHOLDERS, the Offering SHAREHOLDER shall be free to alienate and transfer the SHARES (AMENDED AND CONSOLIDATED STOCKHOLDERS' AGREEMENT - TAM S.A. DATED MAY 16, 2005)

to third parties, under the exact terms and conditions mentioned in the notification referred to in item 10.1.1 above, within a period of 30 (thirty) days, alter which, if said transfer does not occur, the SHARES shall be offered again to the other SHAREHOLDERS, and the same procedure as determined above is applied. 10.2. The INVESTMENT FUNDS are prohibited from alienating to third parties its Common SHARES representing corporate capital of TAM S.A. 10.3. The SHAREHOLDERS may, at their discretion, alienate its Preferred SHARES to third parties, without observing item 10.1 above, as long as the subitems of this Clause 10.3 are observed. 10.3.1. In the event that the SHAREHOLDERS wish to their Preferred SHARES issued by TAM S.A. in a deal that requires the use of the negotiation procedure, under the terms of CVM [Brazilian Securities and Exchange

to third parties, under the exact terms and conditions mentioned in the notification referred to in item 10.1.1 above, within a period of 30 (thirty) days, alter which, if said transfer does not occur, the SHARES shall be offered again to the other SHAREHOLDERS, and the same procedure as determined above is applied. 10.2. The INVESTMENT FUNDS are prohibited from alienating to third parties its Common SHARES representing corporate capital of TAM S.A. 10.3. The SHAREHOLDERS may, at their discretion, alienate its Preferred SHARES to third parties, without observing item 10.1 above, as long as the subitems of this Clause 10.3 are observed. 10.3.1. In the event that the SHAREHOLDERS wish to their Preferred SHARES issued by TAM S.A. in a deal that requires the use of the negotiation procedure, under the terms of CVM [Brazilian Securities and Exchange Commission] Instruction no 168, of 12/23/1991, observing the provision of item 10.3 above, any SHAREHOLDER may alienate its SHARES as long as it notifies the other SHAREHOLDERS in this sense in accordance with the terms, conditions and terms foreseen for the divulgation of auction notices in accordance with art. 80 sole paragraph, and Attachment I of CVM Instruction no 168/91. 10.3.2. Should the SHAREHOLDERS wish to alienate their Preferred SHARES issued by TAM S.A. through a second distribution, they shall notify the other SHAREHOLDERS 10 (ten) days before the date foreseen for the closing of the deal, specifying its characteristics, especially the number of SHARES to be alienated and the minimum price if applicable. In this event, the other SHAREHOLDERS may, if the wish, request that the alienating SHAREHOLDER follows the procedure described in item 10.3.1, as long as the offer a minimum price guarantee up to 5 (five) days after receipt of the notification concerning the secondary distribution. 10.4. The alienation or encumbrance of Preferred SHARES issued by TAM S.A. purchased by the SHAREHOLDERS after this date is not subject to the restrictions foreseen in this AGREEMENT. 10.5. In the case of pledge, attachment or seizure of SHARES subject to this AGREEMENT on the initiative of third parties, be they SHAREHOLDERS or not, if the holder of the SHARES does not release them within a period of 30 (thirty) days, counted from the mandatory registration of the encumbrance in the books TAM S.A., it is understood that such holder offered them for sale so that TAM S.A. should notify in writing all SHAREHOLDERS, so that those, if they wish, may exercise their preferential right for the purchase of those SHARES and discharge them for the settlement or liquidation of the debt which has originally led to the embargo. In this event, the transfer of the discharged SHARES to the name of the SHAREHOLDER who purchased them, as soon as the encumbrance has been lifted, may be done by TAM S.A., independently from the intervention of the transferring debtor. In order to settle a possible difference, to above or to below, between the value of the liquidated debt and the SHARES that were object of the pledge, (AMENDED AND CONSOLIDATED STOCKHOLDERS' AGREEMENT - TAM S.A. DATED MAY 16, 2005)

attachment or seizure, their value shall be considered merely for accounting purposes, based on the last balance TAM S.A. on the date of discharge. 10.6. Under observance of the provision of Clause 10.1 above, in the event that any SHAREHOLDER ("SELLING SHAREHOLDER") wants tip sell any SHARES issued by TAM S.A. and that are in his property ("CO-SALE TRANSACTION"), this SHAREHOLDER shall grant the other SHAREHOLDERS (the "HOLDERS") the right and the opportunity to sell the SHARES issued TAM S.A. in the property of the HOLDER as follows: (a) the SELLING SHAREHOLDER shall submit a written notification to the HOLDERS at least 15 (fifteen) days before making any CO-SALE TRANSACTION ("CO-SALE NOTIFICATION") specifying i) the quantity of SHARES issued by TAM S.A. that the SELLING SHAREHOLDER wants to sell, ii) the total percentage of the total number of SHARES issued by TAM S.A. that the SELLING SHAREHOLDER wants to sell, iii) the identity of the potential buyer of the SHARES, iv) the amount receivable

attachment or seizure, their value shall be considered merely for accounting purposes, based on the last balance TAM S.A. on the date of discharge. 10.6. Under observance of the provision of Clause 10.1 above, in the event that any SHAREHOLDER ("SELLING SHAREHOLDER") wants tip sell any SHARES issued by TAM S.A. and that are in his property ("CO-SALE TRANSACTION"), this SHAREHOLDER shall grant the other SHAREHOLDERS (the "HOLDERS") the right and the opportunity to sell the SHARES issued TAM S.A. in the property of the HOLDER as follows: (a) the SELLING SHAREHOLDER shall submit a written notification to the HOLDERS at least 15 (fifteen) days before making any CO-SALE TRANSACTION ("CO-SALE NOTIFICATION") specifying i) the quantity of SHARES issued by TAM S.A. that the SELLING SHAREHOLDER wants to sell, ii) the total percentage of the total number of SHARES issued by TAM S.A. that the SELLING SHAREHOLDER wants to sell, iii) the identity of the potential buyer of the SHARES, iv) the amount receivable and other conditions inherent to the CO-SALE TRANSACTION, and v) the estimated closing date of the COSALE TRANSACTION. The CO-SALE NOTIFICATION shall offer the HOLDER the opportunity to sell a quantity of SHARES to the potential buyer until a maximum limit corresponding to half the number of SHARES that the SELLING SHAREHOLDER wants to sell; (b) If the HOLDERS wish to sell any of their SHARES issued by TAM S.A. in the CO-SALE TRANSACTION, in accordance with the terms and provisions of this Clause, they shall present a written notification ("OPTION NOTIFICATION") to the SELLING SHAREHOLDER within 10 (ten) days to be counted from the CO-SALE NOTIFICATION, specifying the quantity of those SHARES issued by TAM S.A. of which it is HOLDER at such moment and a quantity of SHARES it wishes to sell, up to the previously mentioned maximum limit. The non-submittal of the OPTION NOTIFICATION within 10 (ten) days, shall be considered, for the purposes of the present AGREEMENT, as evident refusal on the part of the HOLDER to sell any of its SHARES issued by TAM S.A. For the CO-SALE TRANSACTION, the SELLING SHAREHOLDER shall then have the right to sell the quantity of SHARES issued by TAM S.A., pursuant to the terms and conditions set forth in the CO-SALE NOTIFICATION; (c) After submitting the OPTION NOTIFICATION, the HOLDERS shall be obliged, by means of request of the Selling SHAREHOLDER, to carry out the sale of the SHARES identified by these HOLDERS in the OPTION NOTIFICATION, except in the event of a significant change in the terms and conditions of the COSALE TRANSACTION in relation to those specified in the CO-SALE NOTIFICATION. Nothing of what this AGREEMENT contains (AMENDED AND CONSOLIDATED STOCKHOLDERS' AGREEMENT - TAM S.A. DATED MAY 16, 2005)

shall represent a requirement imposed upon the SELLING SHAREHOLDER to carry out any proposed COSALE TRANSACTION, even in the case of submittal of a CO-SALE NOTIFICATION or OPTION NOTIFICATION in accordance with the present AGREEMENT. 10.7. In the event that TEP, and/or its AFFILIATES, separately or together, alienate or in any form transfer the SHARES representing the control of TAM S.A. (to be read as control and ownership over 50% of the Common SHARES plus one common share issued by TAM S.A.) directly or indirectly to third parties, they shall notify the INVESTMENT FUNDS of their intention, so that the INVESTMENT FUNDS, if they wish, may alienate or transfer, as the case may be, the total amount of their SHARES of the corporate capital of TAM S.A. under the same terms and conditions offered by third parties to the SHAREHOLDER TEP and/or its AFFILIATES, separately or together. 10.7.1.In the event of the foregoing item, the SHAREHOLDER TEP shall notify the INVESTMENT FUNDS, as soon as it receives a firm offer to alienate the control of TAM S.A., so that they may exerciser, if they wish, the right guaranteed above, and the notification shall contain: (a) the number of SHARES that are object of the offer;

shall represent a requirement imposed upon the SELLING SHAREHOLDER to carry out any proposed COSALE TRANSACTION, even in the case of submittal of a CO-SALE NOTIFICATION or OPTION NOTIFICATION in accordance with the present AGREEMENT. 10.7. In the event that TEP, and/or its AFFILIATES, separately or together, alienate or in any form transfer the SHARES representing the control of TAM S.A. (to be read as control and ownership over 50% of the Common SHARES plus one common share issued by TAM S.A.) directly or indirectly to third parties, they shall notify the INVESTMENT FUNDS of their intention, so that the INVESTMENT FUNDS, if they wish, may alienate or transfer, as the case may be, the total amount of their SHARES of the corporate capital of TAM S.A. under the same terms and conditions offered by third parties to the SHAREHOLDER TEP and/or its AFFILIATES, separately or together. 10.7.1.In the event of the foregoing item, the SHAREHOLDER TEP shall notify the INVESTMENT FUNDS, as soon as it receives a firm offer to alienate the control of TAM S.A., so that they may exerciser, if they wish, the right guaranteed above, and the notification shall contain: (a) the number of SHARES that are object of the offer; (b) the conditions of payment, guarantees and all other conditions of the deal; and (c) the name of the potential purchaser. 10.7.2.The INVESTMENT FUNDS shall have 30 (thirty) days counted from the receipt of notification mentioned in item 10.7.1 above, to inform the shareholder TEP regarding its right to alienate its SHARES. 10.8. Respecting the preferential right as determined in clause 10.1 and the right de CO-VENDA set forth in Clause 10.6, in the event the INVESTMENT FUNDS wish to alienate SHARES issued by TAM S.A. of their ownership, that represent at least 2% (two percent) of the corporate capital represented by Preferred SHARES, such SHAREHOLDERS may request, by means of a notification containing all specifications set for the COSALE NOTIFICATION in item 10.6 "a"), that TEP also alienates, in the same sales transaction, Preferred SHARES (exclusively Preferred SHARES) at a proportion of 01 (one) share alienated by the INVESTMENT FUNDS for each share alienated by TEP, in a quantity representing, at most 10% (ten percent) if the total volume of Preferred SHARES held jointly by TEP. The obligation to alienate SHARES, that TEP assumes in the present clause, is restricted to a lot of Preferred SHARES representing at most 10% (ten percent) of the total volume of Preferred SHARES held by TEP, regardless whether one or several sales transactions are to be realized to sell the SHARES; thus, once alienated, in one or more transactions, Preferred SHARES representing 10% (ten percent) of the total amount of Preferred SHARES held by TEP, the obligation of TEP as foreseen in this clause does not exist any longer. TEP may only refuse to carry out the sale if the offered price for each share is less than 85% (AMENDED AND CONSOLIDATED STOCKHOLDERS' AGREEMENT - TAM S.A. DATED MAY 16, 2005)

(eighty-five percent) of the average quotation of the Preferred SHARES of TAM S.A. at BOVESPA for the 30 (thirty) proclamations before the sale. 10.9. The direct or indirect alienation, the transmission or the encumbrance, in any form, of SHARES issued by TAM S.A., that does not comply totality or partially with the present instrument shall be considered null and void by operation of law before TAM S.A. 10.10. Under observance of the prohibition foreseen in clause 10.2 and despite the provision in this Section 10, the SHAREHOLDERS are authorized to alienate their SHARES to their AFFILIATES, whereby it is sufficient to notify the other SHAREHOLDERS of its intention 10 (ten) days before executing the deal, and it shall be guaranteed that the purchaser of the SHARES that are object of the deal subrogates all the rights and obligations arising from the present instrument by means of the execution of the term of membership to the present instrument.

(eighty-five percent) of the average quotation of the Preferred SHARES of TAM S.A. at BOVESPA for the 30 (thirty) proclamations before the sale. 10.9. The direct or indirect alienation, the transmission or the encumbrance, in any form, of SHARES issued by TAM S.A., that does not comply totality or partially with the present instrument shall be considered null and void by operation of law before TAM S.A. 10.10. Under observance of the prohibition foreseen in clause 10.2 and despite the provision in this Section 10, the SHAREHOLDERS are authorized to alienate their SHARES to their AFFILIATES, whereby it is sufficient to notify the other SHAREHOLDERS of its intention 10 (ten) days before executing the deal, and it shall be guaranteed that the purchaser of the SHARES that are object of the deal subrogates all the rights and obligations arising from the present instrument by means of the execution of the term of membership to the present instrument. 10.10.1. In the cases foreseen in letter "d" of clause 1.3, the potential successors of the INVESTMENT FUNDS shall execute a legal instrument that enables them to exercise together and not isolatedly the rights and obligations foreseen in this AGREEMENT, as if they were one SHAREHOLDER only, within a maximum and unextardable period of 30 (thirty) days, counted from the liquidation, under the penalty that they would not be bound any longer to the present AGREEMENT and lose all rights and prerogatives that the AGREEMENT ensures the succeeded SHAREHOLDERS. 10.10.2. In the cases foreseen in letter "b" of clause 1.3, the successors of SHAREHOLDER TEP, mentioned in the same provision, shall execute a legal instrument that enables them to exercise together and not isolatedly the rights and obligations foreseen in this AGREEMENT, as if they were one SHAREHOLDER only, within a maximum and unextendable period of 30 (thirty) days, counted from the corporate event from which the succession originated. 10.11. TEP may only exercise the right to request the conversion of Common SHARES into Preferred SHARES, pursuant to what is foreseen in art. 80, Paragraph 20, of the By-Laws mentioned in item 4.3. of this agreement, after January 01, 2007 or 1 (one) year after the public offer of the SHARES, the distribution of which was submitted for approval by the Securities and Exchange Commission in April 2005, whatever happens last. 11. RESOLUTION OF IMPASSES 11.1. DEFINITION OF IMPASSE 11.1.1. For the purposes of this Section, an "IMPASSE" occurs whenever: (a) the SHAREHOLDERS or, depending on the case, the Board of Directors do not reach a decision in three consecutive General Meetings or Board meetings, (AMENDED AND CONSOLIDATED STOCKHOLDERS' AGREEMENT - TAM S.A. DATED MAY 16, 2005)

with relation to matters that under the terms of this agreement depend on a joint decision; (b) there is no quorum in three consecutive Board meetings due to the non- attendance of Directors that had been indicated by this SHAREHOLDER; or (c) the provision of clause 5.3 is applicable. 11.1.2. An IMPASSE is supposed in the case when no decision has been taken after one of the SHAREHOLDERS has notified the other SHAREHOLDER that there is a matter to be decided and a term of 30 (thirty) days counted from the receipt of such notification has elapsed. 11.1.3. The default according to any clause of this agreement or the exercise of the veto right guaranteed in this

with relation to matters that under the terms of this agreement depend on a joint decision; (b) there is no quorum in three consecutive Board meetings due to the non- attendance of Directors that had been indicated by this SHAREHOLDER; or (c) the provision of clause 5.3 is applicable. 11.1.2. An IMPASSE is supposed in the case when no decision has been taken after one of the SHAREHOLDERS has notified the other SHAREHOLDER that there is a matter to be decided and a term of 30 (thirty) days counted from the receipt of such notification has elapsed. 11.1.3. The default according to any clause of this agreement or the exercise of the veto right guaranteed in this instrument and in the By-Laws is not considered Impasse. 11.2. PURCHASE OPTION IN THE CASE THAT THE IMPASSE CONTINUES 11.2.1. In the event of an IMPASSE, the SHAREHOLDER who has presented or received the notification in accordance with Clause 11.1.2, shall have the right, for the period of 30 (thirty) days after the end of the period of 30 (thirty) days specified in the same Clause 11.1.2, to appeal to this Clause by means of a notification to the other SHAREHOLDER, indicating the price for which the SHAREHOLDER which submits the notification agrees to sell all its SHARES issued by TAM S.A. or to buy all the SHARES issued by TAM S.A. in the ownership of the notified SHAREHOLDER ("PURCHASE OPTION"). Such price (expressed in reais/Brazilian currency) shall be indicated by share, regardless of the kind of SHARES issued by TAM S.A. 11.2.2. The SHAREHOLDER that receives the notification shall have 120 (one hundred and twenty) days to decide if it buys all SHARES from the SHAREHOLDER that sent it the notification or if it sells all its SHARES to the notifying SHAREHOLDER. The absence of a representation on the part of the notified SHAREHOLDER, within the period of 30 (thirty) days, shall be equivalent to a affirmative answer that the notified SHAREHOLDER agrees to buy or sell all SHARES of the SHAREHOLDER which has submitted the notification for the price offered by such SHAREHOLDER. 11.2.3. The quittance of the purchase of the SHARES that are object of the option provided for by this Clause, shall be given on the 15th (fifteenth) day counted from the elapsing of the term mentioned in the previous paragraph, in the office of TAM S.A., and the selling PARTY shall assign such SHARES entirely free and unencumbered from any burden, encumbrance or lien. At the closing, the SHAREHOLDERS shall sign the documents considered necessary to make the transaction. The closing costs (including legal fees and registration fees) shall be divided into equal parts by the SHAREHOLDERS. (AMENDED AND CONSOLIDATED STOCKHOLDERS' AGREEMENT - TAM S.A. DATED MAY 16, 2005)

11.2.4. The SHAREHOLDERS that wish to purchase SHARES of TAM S.A. in accordance with the provision in items 11.2.1 to 11.2.3 above may assign or transfer, at their exclusive discretion, the right to do so to AFFILIATES. 12. SPECIFIC EXECUTION 12.1. All obligations assumed in this AGREEMENT are subject to specific execution during the entire term of validity, under the conditions foreseen in this AGREEMENT, whose terms shall be observed unrestrictedly by TAM S.A. 12.2. Observing the provision in this AGREEMENT with reference to the exercise of the voting right, the following obligations are set up: (a) The undersigning SHAREHOLDERS confer to the chairman of any General Assembly of TAM S.A., whether ordinary or extraordinary, exclusive competency, within the scope of the meeting, with full and

11.2.4. The SHAREHOLDERS that wish to purchase SHARES of TAM S.A. in accordance with the provision in items 11.2.1 to 11.2.3 above may assign or transfer, at their exclusive discretion, the right to do so to AFFILIATES. 12. SPECIFIC EXECUTION 12.1. All obligations assumed in this AGREEMENT are subject to specific execution during the entire term of validity, under the conditions foreseen in this AGREEMENT, whose terms shall be observed unrestrictedly by TAM S.A. 12.2. Observing the provision in this AGREEMENT with reference to the exercise of the voting right, the following obligations are set up: (a) The undersigning SHAREHOLDERS confer to the chairman of any General Assembly of TAM S.A., whether ordinary or extraordinary, exclusive competency, within the scope of the meeting, with full and unrestricted powers, in order to supervise the exact fulfillment of the terms of this agreement, and in the voting on any matted governed by this pact, the board may not compute any vote of the SHAREHOLDERS that totally or partially contradicts the voting convention hereby agreed upon, under the penalty of absolute nullity and ineffectiveness by operation of law of the resulting decision; (b) The convening SHAREHOLDERS irrevocably and irrepealably acknowledge that the obligations assumed in this AGREEMENT, governing the exercise of the voting right, constitute an active obligation, in the sense covenanted in this pact, observing the specific execution, under the terms of article 118, paragraph 30, of Law 6.404/76 and articles 639 and 641 in connection with art. 461, of the Civil Procedure Code, to be considered as express and anticipated representation to vote, for all effects of law; (c) The convening SHAREHOLDERS are prohibited from abstaining from voting in General Meetings of TAM S.A. on matters governed by this AGREEMENT. If this provision is not complied with, the board shall consider the vote of the breaching convener as given with equal tenor as the vote of the other convener in the sense stipulated in this corporate agreement; (d) When one of the SHAREHOLDERS gives a vote contrary to the provision in this AGREEMENT, the chairman of the board is obliged, for the valid formation of the corporate will, to make the vote of the breaching party valid and give it the tenor of the vote of the other convener as long as he acts in compliance with the obligations assumed in this pact; (AMENDED AND CONSOLIDATED STOCKHOLDERS' AGREEMENT - TAM S.A. DATED MAY 16, 2005)

(e) The disregard on the part of the bcard, on whatever pretext it may be, of the rights that this AGREEMENT ensures for the SHAREHOLDERS, shall cause the absolute nullity and ineffectiveness by operation of law of the resulting decision and/or of any act directly or indirectly carried out in consequence of such violation; (f) The SHAREHOLDERS expressly acknowledge that the violation of any provision of this agreement shall justify, besides the specific execution foreseen by law, the immediate granting of a preliminary order "initio litis", in provisional remedy, since they admit that such violation by itself characterizes the legal requirements therefore, especially "periculum in mora" and "fumus boni iuris". The equally acknowledge that the general remedy power of the judge, as foreseen in arts. 798 and 799 of the Civil Procedure Code, is applicable and shall be activated so that the harmed PARTY obtains a soon reestablishment or execution of its breached right, even if in the phase of judicial cognizance. (g) Concerning the blocking of SHARES, it is covenanted that any alienation, assignment or encumbrance of the SHARES, at whatever title it may be, that breaches the provision in this AGREEMENT, shall be regarded null and void by operation of law, and does not constitute an obligation, under any pretext, for TAM S.A., which shall not be liable for any harm caused to third parties.

(e) The disregard on the part of the bcard, on whatever pretext it may be, of the rights that this AGREEMENT ensures for the SHAREHOLDERS, shall cause the absolute nullity and ineffectiveness by operation of law of the resulting decision and/or of any act directly or indirectly carried out in consequence of such violation; (f) The SHAREHOLDERS expressly acknowledge that the violation of any provision of this agreement shall justify, besides the specific execution foreseen by law, the immediate granting of a preliminary order "initio litis", in provisional remedy, since they admit that such violation by itself characterizes the legal requirements therefore, especially "periculum in mora" and "fumus boni iuris". The equally acknowledge that the general remedy power of the judge, as foreseen in arts. 798 and 799 of the Civil Procedure Code, is applicable and shall be activated so that the harmed PARTY obtains a soon reestablishment or execution of its breached right, even if in the phase of judicial cognizance. (g) Concerning the blocking of SHARES, it is covenanted that any alienation, assignment or encumbrance of the SHARES, at whatever title it may be, that breaches the provision in this AGREEMENT, shall be regarded null and void by operation of law, and does not constitute an obligation, under any pretext, for TAM S.A., which shall not be liable for any harm caused to third parties. (h) All provisions set forth in this AGREEMENT concerning the restrictions to the circulation of SHARES, constitute reciprocal rights and obligations of the SHAREHOLDERS, but shall be supervised and fulfilled by TAM S.A., as set forth herein. 13. WAIVERS 13.1. The fact that any PARTY omits to request, at any time, the fulfillment of a provision in this AGREEMENT or omits to exercise any option, alternative or right granted upon him, shall not mean a waiver of any of its provisions nor shall it affect its total or partial validity or right, and any PARTY shall have the right to later request the fulfillment of any and all provision of this agreement, as well as to exercise said option, alternative or right, except if expressly provided otherwise in this AGREEMENT. 13.2. No waiver of any provision of this agreement shall be effective before the other PARTIES, unless in writing and made by the legal representative of the waiving PARTY. 14. COMMUNICATIONS 14.1. All communications foreseen or allowed by this AGREEMENT shall be made in writing and shall be considered as duly made when sent by telex, telegram, fax or e-mail (in each case subject (AMENDED AND CONSOLIDATED STOCKHOLDERS' AGREEMENT - TAM S.A. DATED MAY 16, 2005)

to the receipt code or any confirmation de receipt), or when delivered in person or by means of registered mail at the addresses indicated in Attachment II to the present instrument. 15. TERM OF VALIDITY 15.1. This AGREEMENT enters into force on this date and shall remain in force until November 28, 2007. In the event that the public offer of the sale of the SHARES to which Clause 4.1 of the present Agreement refers is not made until November 28, 2007, the date on which this agreement ends shall automatically be extended until November 28, 2008, regardless of any representation between the PARTIES. 15.2. Without prejudice to the provision in sub-clause 15.1 above, the present AGREEMENT shall be terminated with anticipation by operation of law, in the event and from the moment on in which the INVESTMENT FUNDS hold together less than 10% (ten percent) of the representative shares of the corporate capital of TAM S.A., taking into consideration the sum of its Common and Preferred SHARES. 16. ARBITRATION

to the receipt code or any confirmation de receipt), or when delivered in person or by means of registered mail at the addresses indicated in Attachment II to the present instrument. 15. TERM OF VALIDITY 15.1. This AGREEMENT enters into force on this date and shall remain in force until November 28, 2007. In the event that the public offer of the sale of the SHARES to which Clause 4.1 of the present Agreement refers is not made until November 28, 2007, the date on which this agreement ends shall automatically be extended until November 28, 2008, regardless of any representation between the PARTIES. 15.2. Without prejudice to the provision in sub-clause 15.1 above, the present AGREEMENT shall be terminated with anticipation by operation of law, in the event and from the moment on in which the INVESTMENT FUNDS hold together less than 10% (ten percent) of the representative shares of the corporate capital of TAM S.A., taking into consideration the sum of its Common and Preferred SHARES. 16. ARBITRATION 16.1. The SHAREHOLDERS undertake to settle controversies, litigation or conflicts among themselves, that do not constitute an Impasse, and result from this agreement ("Controversy") by means of the following procedures: (a) The SHAREHOLDERS shall try to resolve any Controversy by means of consultations and negotiations; (b) If the Controversy is not settled within 30 (thirty) days after on of the PARTIES has notified the other PARTY in relation to the object of it, the PARTIES irrevocably and irrepealably undertake to settle the Controversy by means of final and obligatory arbitration, in accordance with Lei no 9.307/96 and with the Regulation of the Arbitration Chamber of the Market, of the Sao Paulo Stock Exchange ("Arbitration Regulation"); (c) The arbitration shall be administered by the Arbitration Chamber of the Market. The PARTY that requests the beginning of the arbitration shall necessarily opt for ordinary arbitration, under the terms of the Arbitration Regulation. The arbitration may only be summary if the PARTIES previously and expressly agree so; (c) The arbitration shall be judged by an Arbitration Chamber composed of 03 (three) arbiters, if ordinary, or of one single arbiter, in the event the PARTIES have opted for summary arbitration. The indication of the arbiters, in any of the cases, shall be according to the terms of the Arbitration Regulation; (AMENDED AND CONSOLIDATED STOCKHOLDERS' AGREEMENT - TAM S.A. DATED MAY 16, 2005)

(d) The PARTIES elect Portuguese as arbitration language and the City of Sao Paulo as arbitration venue, whereby the court of the jurisdiction of Sao Paulo is elected as competent for any provisional remedies or writs of prevention regarding a potential arbitration procedure incepted by force of this Clause, as well as for any judicial execution of the arbitral award, under the terms of this Clause 16. (e) The arbitration shall be judged on the basis of the rules of law, and the possibility of an equity judgment shall be eliminated, whereby the underlying law to be applied to the arbitral award shall be the law of the Federative Republic of Brazil. The arbitral award shall be definitive and binding for the PARTIES and its successors, and shall not be subject to homologation or to any appeal before the Judiciary; and (f) The SHAREHOLDERS shall continue to carry out their obligations, regardless of the existence or nonexistence of an ongoing arbitral process. 17. MISCELLANEOUS 17.1. The present AGREEMENT is entered into irrevocably and irrepealably, and exclusively and automatically

(d) The PARTIES elect Portuguese as arbitration language and the City of Sao Paulo as arbitration venue, whereby the court of the jurisdiction of Sao Paulo is elected as competent for any provisional remedies or writs of prevention regarding a potential arbitration procedure incepted by force of this Clause, as well as for any judicial execution of the arbitral award, under the terms of this Clause 16. (e) The arbitration shall be judged on the basis of the rules of law, and the possibility of an equity judgment shall be eliminated, whereby the underlying law to be applied to the arbitral award shall be the law of the Federative Republic of Brazil. The arbitral award shall be definitive and binding for the PARTIES and its successors, and shall not be subject to homologation or to any appeal before the Judiciary; and (f) The SHAREHOLDERS shall continue to carry out their obligations, regardless of the existence or nonexistence of an ongoing arbitral process. 17. MISCELLANEOUS 17.1. The present AGREEMENT is entered into irrevocably and irrepealably, and exclusively and automatically obliges (i) the PARTIES, (ii) the heirs of the PARTIES, and (iii) the successors of the PARTIES, in the cases specified in clause 1.3 and under the terms of clause 10.10. The successors of the SHAREHOLDERS are not bound, under any circumstance, to this AGREEMENT and are not PARTY to it, at any other title than those mentioned above, with the exception of the provision in this clause and in clause 10.10 of this instrument. 17.2. This AGREEMENT may be amended only in writing. 17.3. In the event the PARTIES abstain from exercising any rights resulting from this agreement, such abstention shall not affect in any aspect those rights that may be exercised at any moment. 17.4. If any provision of this agreement is considered illegal or ineffective, such illegality or ineffectiveness shall not affect the other provisions which shall remain valid and full force. 17.5. Observing the limitations that they are imposed by the contractual and/or corporate instruments that govern their relationship with the INVESTMENT FUNDS, CSFB and CSFB- BAHAMAS sign this AGREEMENT in order to undertake to make their best efforts in the sense of making the INVESTMENT FUNDS comply with the obligations assumed in this instrument. 17.5.1. The agreement of CSFB and CSFB-BAHAMAS of the foregoing item does not cause any co-obligation or joint or subsidiary responsibility of CSFB and of CSFB-BAHAMAS with relation to the obligations assumed by the INVESTMENT FUNDS, including those of monetary character. (AMENDED AND CONSOLIDATED STOCKHOLDERS' AGREEMENT - TAM S.A. DATED MAY 16, 2005)

17.6. This AGREEMENT is governed by Brazilian legislation, and the PARTIES elect the Central Court of the Capital of the State of Sao Paulo ("Forum Joao Mendes Junior") to and exclude any other, as privileged as it may be, to settle any judicial actions arising from the terms of clause 16(d) above. IN WITNESS WHEREOF, THE PARTIES SIGN THE PRESENT AGREEMENT IN 08 (EIGHT) COUNTERPARTS OF EQUAL TENOR AND EFFECT, IN THE PRESENCE OF THE WITNESSES THAT ALSO SIGN IT. Sao Paulo, May 16, 2005. TAM - EMPREENDIMENTOS E PARTICIPACOES S.A. By: Position:

17.6. This AGREEMENT is governed by Brazilian legislation, and the PARTIES elect the Central Court of the Capital of the State of Sao Paulo ("Forum Joao Mendes Junior") to and exclude any other, as privileged as it may be, to settle any judicial actions arising from the terms of clause 16(d) above. IN WITNESS WHEREOF, THE PARTIES SIGN THE PRESENT AGREEMENT IN 08 (EIGHT) COUNTERPARTS OF EQUAL TENOR AND EFFECT, IN THE PRESENCE OF THE WITNESSES THAT ALSO SIGN IT. Sao Paulo, May 16, 2005. TAM - EMPREENDIMENTOS E PARTICIPACOES S.A. By: Position: BRASIL PRIVATE EQUITY FUNDO DE INVESTIMENTO EM PARTICIPACOES By: Position: BRAZILIAN EQUITY INVESTMENTS III LLC. By: Position: BRAZILIAN EQUITY LLC. By: Position: LATIN AMERICA CAPITAL PARTNERS II LLC. By: Position: LATIN AMERICA CAPITAL PARTNERS - PIV LLC. By: Position: (AMENDED AND CONSOLIDATED STOCKHOLDERS' AGREEMENT - TAM S.A. DATED MAY 16, 2005)

AEROSYSTEM S.A. EMPREENDIMENTOS E PARTICIPACEOS By: Position: CONSENTING PARTIES: TAM S.A. By: Position: CREDIT SUISSE FIRST BOSTON DISTRIBUIDORA DE TITULOS E VALORES MOBILIARIOS

AEROSYSTEM S.A. EMPREENDIMENTOS E PARTICIPACEOS By: Position: CONSENTING PARTIES: TAM S.A. By: Position: CREDIT SUISSE FIRST BOSTON DISTRIBUIDORA DE TITULOS E VALORES MOBILIARIOS S.A. By: Position: CSFB (BAHAMAS) LIMITED By: Position: Witnesses: 1. Name RG [Brazilian ID card] CPF [Individual Taxpayers' Registry] 2. Name RG CPF (AMENDED AND CONSOLIDATED STOCKHOLDERS' AGREEMENT - TAM S.A. DATED MAY 16, 2005)

ATTACHMENT I STOCK DISTRIBUTION OF TAM S.A. AMONG THE SHAREHOLDERS 1) TEP: 80.505.200 SHARES COMMON - 58.180.638 PREFERRED - 22.324.562 2)AEROSYSTEM: 8.516.428 COMMON - 1.515.948 PREFERRED - 7.000.480 2) BRAZILIAN EQUITY INVESTMENTS III LLC: 4.457.758 SHARES COMMON: 16.928 PREFERRED: 4.440.830

ATTACHMENT I STOCK DISTRIBUTION OF TAM S.A. AMONG THE SHAREHOLDERS 1) TEP: 80.505.200 SHARES COMMON - 58.180.638 PREFERRED - 22.324.562 2)AEROSYSTEM: 8.516.428 COMMON - 1.515.948 PREFERRED - 7.000.480 2) BRAZILIAN EQUITY INVESTMENTS III LLC: 4.457.758 SHARES COMMON: 16.928 PREFERRED: 4.440.830 3) LATIN AMERICA CAPITAL PARTNERS PIV LLC: 1.356.056 SHARES COMMON: 02 PREFERRED: 1.356.054 4) BRASIL PRIVATE EQUITY FUNDO DE INVESTIMENTO EM PARTICIPACOES : 20.640.572 SHARES COMMON: 02 PREFERRED: 20.640.570 5) BRAZILIAN EQUITY LLC: 1.178.464 SHARES COMMON: 4.474 PREFERRED: 1.173.990 6) LATIN AMERICA CAPITAL PARTNERS II LLC: 5.330.238 SHARES COMMON: 02 PREFERRED: 5.330.236 7) MINORITY SHAREHOLDERS (MARKET): [665.094] COMMON: [18.722] PREFERRED: [646.372] (AMENDED AND CONSOLIDATED STOCKHOLDERS' AGREEMENT - TAM S.A. DATED MAY 16, 2005)

ATTACHMENT II ADDRESSES AND CONTACTS

ATTACHMENT II ADDRESSES AND CONTACTS INVESTMENT FUNDS CSFB AND CSFB-BAHAMAS: Av. Brigadeiro Faria Lima no 3064, 130 andar [01451-000]-Sao Paulo, SP Fax: 55 11 3841-6303 Email: mauro.bergstein@csam.com Att: Sr. Mauro Bergstein W/c to: Ulhoa Canto, Rezende & Guerra Advogados Rua Bela Cintra 1.149, 12.0 andar 01415-001 -Sao Paulo, SP Fax: (11) 3081-5804 Att: Dr. Aloysio Meirelles de Miranda F.O TEP: Rua Monsenhor Antonio Pepe, 331 04357-080 - Sao Paulo, SP Fax:5582-8991 Email: noemy.amaro@tam.com.br Att: Sra. Noemy Almeida Oliveira Amaro W/c to: Turci Advogados Associados Rua Afonso Bras, 473 - 14.0 andar, Cj. 141/142 0451 1 -011 - SAO Paulo, SP Phone: (11) 3841-2521 Fax: (11) 3044-6527 Email: turci@turci.com Att: Dra. Flavia Turci TAM S.A.: Av. Jurandir, 856, Lote 4,40 andar [CEP] - Sao Paulo, SP Fax: (11) 5581-9167 Email: marco.bologna@tam.com.br Att: Sr. Marco Antonio Bologna (AMENDED AND CONSOLIDATED STOCKHOLDERS' AGREEMENT - TAM S.A. DATED MAY 16, 2005)

. . . Exhibit 12.1 RATIO OF EARNINGS TO COMBINED FIXED CHARGES
AT DECEMBER 31, --------------------------------------------IN MILLIONS OF REAIS, EXCEPT OTHERWISE STATED 2003 2004 2005 -----------US GAAP

. . . Exhibit 12.1 RATIO OF EARNINGS TO COMBINED FIXED CHARGES
AT DECEMBER 31, --------------------------------------------IN MILLIONS OF REAIS, EXCEPT OTHERWISE STATED 2003 2004 2005 -----------US GAAP Earnings, as defined: Income before income taxes Fixed charges Total earnings Fixed charges, as defined Interest expenses Estimated interest within operating lease expenses Total fixed charges Ratio of earnings to combined fixed charges Deficiency in millions of US$

957 406 1,363

630 295 925

658 329 986

284 122 406

187 107 295

229 100 329

3.36x

3.14x

3.001x

Exhibit 21.1 Subsidiaries of the Registrant NAME BUSINESS NAME JURISDICTION OF INCORPORATION
TAM Linhas Aereas S.A. TAM Linhas Aereas Brazil -------------------------------------------------------------------------------Fidelidade Viagens e Turismo Ltda. TAM Viagens Brazil -------------------------------------------------------------------------------Transportes Aereos del Mercosur S.A TAM Mercosur Brazil --------------------------------------------------------------------------------

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form F-1 of our reports dated February 14, 2006, relating to the consolidated financial statements of Tam S.A., which appear in such Registration Statement. We also consent to the references to us under the heading "Experts" in such Registration Statement.
/s/ PricewaterhouseCoopers Auditores Independentes Sao Paulo, Brazil February 17, 2006

Exhibit 21.1 Subsidiaries of the Registrant NAME BUSINESS NAME JURISDICTION OF INCORPORATION
TAM Linhas Aereas S.A. TAM Linhas Aereas Brazil -------------------------------------------------------------------------------Fidelidade Viagens e Turismo Ltda. TAM Viagens Brazil -------------------------------------------------------------------------------Transportes Aereos del Mercosur S.A TAM Mercosur Brazil --------------------------------------------------------------------------------

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form F-1 of our reports dated February 14, 2006, relating to the consolidated financial statements of Tam S.A., which appear in such Registration Statement. We also consent to the references to us under the heading "Experts" in such Registration Statement.
/s/ PricewaterhouseCoopers Auditores Independentes Sao Paulo, Brazil February 17, 2006

FORM OF CONSENT OF CLIFFORD CHANCE US LLP February 17, 2006 TAM S.A. Av. Jurandir 658 - Lote 4, 1o andar 04072-000 Sao Paulo, SP Federative Republic of Brazil Registration Statement on Form F-1 Ladies and Gentlemen: We are acting as special United States counsel to TAM S.A., a sociedade anonima organized under the laws of the Federative Republic of Brazil (the "Company"), in connection with the filing by the Company of a registration statement on Form F-1 (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") relating to the Company's offering of preferred shares, including preferred shares in the form of American Depositary Shares, as set forth in the prospectus contained in the Registration Statement (the "Prospectus"). We hereby consent to the filing of this letter with the Commission as an exhibit to the Registration Statement and to the reference to us under the heading "Validity of Securities" in the Prospectus. Very truly yours,

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form F-1 of our reports dated February 14, 2006, relating to the consolidated financial statements of Tam S.A., which appear in such Registration Statement. We also consent to the references to us under the heading "Experts" in such Registration Statement.
/s/ PricewaterhouseCoopers Auditores Independentes Sao Paulo, Brazil February 17, 2006

FORM OF CONSENT OF CLIFFORD CHANCE US LLP February 17, 2006 TAM S.A. Av. Jurandir 658 - Lote 4, 1o andar 04072-000 Sao Paulo, SP Federative Republic of Brazil Registration Statement on Form F-1 Ladies and Gentlemen: We are acting as special United States counsel to TAM S.A., a sociedade anonima organized under the laws of the Federative Republic of Brazil (the "Company"), in connection with the filing by the Company of a registration statement on Form F-1 (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") relating to the Company's offering of preferred shares, including preferred shares in the form of American Depositary Shares, as set forth in the prospectus contained in the Registration Statement (the "Prospectus"). We hereby consent to the filing of this letter with the Commission as an exhibit to the Registration Statement and to the reference to us under the heading "Validity of Securities" in the Prospectus. Very truly yours,

FORM OF CONSENT OF CLIFFORD CHANCE US LLP February 17, 2006 TAM S.A. Av. Jurandir 658 - Lote 4, 1o andar 04072-000 Sao Paulo, SP Federative Republic of Brazil Registration Statement on Form F-1 Ladies and Gentlemen: We are acting as special United States counsel to TAM S.A., a sociedade anonima organized under the laws of the Federative Republic of Brazil (the "Company"), in connection with the filing by the Company of a registration statement on Form F-1 (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") relating to the Company's offering of preferred shares, including preferred shares in the form of American Depositary Shares, as set forth in the prospectus contained in the Registration Statement (the "Prospectus"). We hereby consent to the filing of this letter with the Commission as an exhibit to the Registration Statement and to the reference to us under the heading "Validity of Securities" in the Prospectus. Very truly yours,