Table of Contents

Exhibit 1.1.

CORPORATE BY-LAWS
NOC 000100

Updated according to amendments approved by the

 51^th Ordinary Shareholders' Meeting, of April 27, 2006. 

Registration as Corporate Taxpayer (CNPJ): 76.483.817/0001-20 

State Registration: 10.146.326-50 

Commercial Registry Number: 41300036535 

Brazilian SEC Registration: 1431-1 

US SEC Registration (ordinary shares): 20441B308 

US SEC Registration (preferred, class B): 20441B407 

Spanish SEC Registration (Latibex, preferred, class B): 29922 

Rua Coronel Dulcídio, 800 

Curitiba - Paraná - Brazil 

CEP: 80420-170 

P.O. box: 318 

e-mail: copel@copel.com 

Web site: http://www.copel.com 

Phone: (55-41) 3322-3535 

Fax: (55-41) 3331-4145 

CONTENTS

CHAPTER I		NAME, HEAD OFFICE, OBJECTS, AND LIFE TERM		03
CHAPTER II		EQUITY AND SHARES		03
CHAPTER III		MANAGEMENT OF THE COMPANY		05
		Section I		05
		Section II	THE BOARD OF DIRECTORS	05
		Section III	THE BOARD OF OFFICERS	06
		Section IV	COMMON RULES APPLICABLE TO
			MEMBERS OF THE BOARD OF
			DIRECTORS AND TO OFFICERS	12
CHAPTER IV		THE AUDIT COMMITTEE		12
CHAPTER V		THE SHAREHOLDERS MEETING		12
CHAPTER VI		THE FINANCIAL YEAR		12
CHAPTER VII		GENERAL AND TRANSITIONAL PROVISIONS		13
Appendixes:
	I		AMENDMENTS TO THE BY-LAWS	15
	II		CHANGES IN THE CAPITAL STOCK	16
	III		STATE LEGISLATION (LAWS 1,384/53, 7,227/79 and 11,740/97)	21
	IV		STATE LEGISLATION (DECREE No. 14,947/54)	22
	V		FEDERAL LEGISLATION (DECREE No. 37,399/55)	23

ABBREVIATIONS USED
SM -	Shareholder Meeting
ASM -	Annual Shareholders Meeting
SSM -	Extraordinary Shareholders Meeting
C.R.S.P.-	Commercial Registry of the State of Paraná
ONS PR -	Official Newspaper of the State of Paraná
ONU -	Official Newspaper of the Union
All-numeral date expressions are in the month-day-year format, e.g., 10.01.1960:
October first, 1960.

Note:the original text was filed at the Commercial Registry of the State of Paraná - C.R.S.P. under number 17,340, on June 16, 1955 and published in the Official Newspaper of the State of Paraná - ONS PR of  June 25, 1955. 

Table of Contents

CHAPTER I - NAME, HEAD OFFICE, OBJECTS, AND LIFE TERM

Article 1	Companhia Paranaense de Energia, abbreviated COPEL, is a mixed-capital company, publicly held ("open company"), with the following objects:
	a)	researching and studying, technically and economically, any sources of energy;
	b)	researching, studying, planning, constructing, and developing the production, transformation, transportation, storage, distribution, and trade of energy in any of its forms, chiefly electric power, as well as fuels and energetic raw materials;
	c)	studying, planning, designing, constructing, and operating dams and their reservoirs, as well as other undertakings for multiple uses of water resources;
	d)	providing information and technical assistance concerning the rational use of energy by business undertakings with the aim of implementing and developing economic activities deemed relevant for the development of the State;
	e)	implementing electronic data transmission, electronic communications and control, cellular telephone systems, and other endeavors that may be deemed relevant to the Company and the State of Paraná, being for such aims and for the aims set forth in “b” and “c” above authorized to join consortia or concerns with private companies, holding either major or minor stakes in them.

Sole Paragraph      For the performance of the activities referred to in this article, the Company may participate in other concerns, in compliance with applicable laws.

Article 2	The Company has its head office and domicile in the city of Curitiba, at Rua Coronel Dulcídio no. 800, and it may, upon decision by the Executive Board, open or close branches, agencies or offices in that city or wherever required, either within the national territory or abroad.
Article 3	The Company is incorporated for an unlimited period of time.

CHAPTER II - EQUITY AND SHARES

Article 4  Underwritten paid up capital is R$ 3,875,000,000.00 (three billion and eight hundred and seventy-five million reals) represented by 273,655,376,270 (two hundred and seventy-three billion, six hundred and fifty-five million, three hundred and seventy-six thousand and two hundred and seventy) shares, with no par value, composed of 145,031,080,782 (one hundred and forty-five billion, thirty-one million, eighty thousand and seven hundred and eighty-two)ordinary shares, and 128,624,295,488 (one hundred and twenty-eight billion, six hundred and twenty-four million, two hundred and ninety-five thousand and four hundred and eighty-eight)preferred shares, of which 403,715,012 (four hundred and three million, seven hundred and fifteen thousand and twelve) are class “A” shares, and 128,220,580,476 (one hundred and twenty-eight billion, two hundred and twenty million, five hundred and eighty thousand and four hundred and seventy-six) are class “B” shares. 

Paragraph 1  Upon approval by the Board of Directors, the capital stock may be increased, irrespective of any amendment to the by-laws, up to the limit of 500,000,000,000(five hundred billion) shares. 

Paragraph 2	The capital stock may be increased upon issuance of class “B” preferred shares, regardless of any proportional relation to the existing share classes or ordinary shares, up to the limit provided for in Law No. 6,404/76, paragraph 2, article 15.
Paragraph 3	The Company may issue shares, underwriting bonuses, debentures, or any other securities, up to the limit of the authorized capital stock, without right of first refusal, as provided for in Law No. 6,404/76 (article 172).

3/19

Table of Contents

Paragraph 4  Debentures may be simple or convertible into shares, pursuant to article 57 of Law No. 6,404/76. 

Article 5	All the shares shall be registered.
Article 6	The preferred shares shall be of classes “A” and “B” and shall carry no voting rights.
	Paragraph 1	The class “A” preferred shares shall have priority in the distribution of a minimum annual dividend of ten per cent, to be equally allotted among them, such dividends being determined upon the paid-in capital proper to such share type and class on December 31 of the previous financial year.
	Paragraph 2	The class “B” preferred shares shall have priority in the distribution of a minimum annual dividend, to be equally allotted among them, in the amount of 25% of the net profit duly adjusted, as provided for in article 202 and its paragraphs of Law No. 6,404/76, and determined upon the paid-in capital proper to such share type and class on December 31 of the previous fiscal year.
	Paragraph 3	The dividends awarded pursuant to paragraph 2 to class “B” preferred shares shall have priority of distribution only in relation to ordinary shares and shall be paid from the remaining profits after the dividends of the class “A” preferred shares have been distributed.
	Paragraph 4	The dividends to be paid per preferred share, independently of its class, shall be, at least 10% (ten per cent) higher than the dividends to be paid per common shares, as defined in sub-section II of paragraph 1 of article 17 of Law no. 6404/76, with the amendments introduced by Law no. 10303, of October 31, 2001.
	Paragraph 5	The preferred shares shall acquire voting rights if, for 3 (three) consecutive fiscal years, those shares are not granted the minimum dividends to which they are entitled, as set forth in paragraphs 1, 2 and 3 of this article, as defined in paragraph 4.
Article 7	The Company may issue multiple share certificates and certificates which temporarily represent them. At the option of the shareholder, individual share certificates may be replaced by multiple share certificates and the latter may be converted into the former at any time, provided the expenses incurred are paid by whoever requests the conversion.
	Paragraph 1	The class “A” preferred shares may be converted into class “B” preferred shares, the conversion of the latter into the former not being permitted. No conversion of preferred shares into ordinary shares shall be permitted, and vice versa.
	Paragraph 2	Upon approval by the Board of Directors, the Company may implement a book share system and such shares shall be kept in deposit accounts at an authorized financial institution.
	Paragraph 3	Upon approval by the Board of Directors, the Company may purchase its own shares, in compliance with the rules set down by the Securities Commission ("CVM").
Article 8	At the Annual Shareholders Meeting each ordinary share shall carry the right to one vote.

4/19

Table of Contents

CHAPTER III - MANAGEMENT OF THE COMPANY

	SECTION I
Article 9	The management of the Company shall be entrusted to the Board of Directors and to the Executive Board.
Article 10	The Company representation shall be vested exclusively in the Executive Board.

	SECTION II - THE BOARD OF DIRECTORS
Article 11	The Board of Directors shall consist of seven or nine members, Brazilians, shareholders, all residing in the country, and elected at an Annual Shareholders Meeting. Two State secretaries and the Chief Executive Officer of the Company may be members of the Board of Directors.
	Paragraph 1		A Company employee appointed by his or her peers shall necessarily be a member of the Board of Directors in compliance with applicable State legislation.
	Paragraph 2		The term of office of the members of the Board of Directors shall be of two years, reelection being permitted.
	Paragraph 3		The Audit Committee of the Company shall be composed of a minimum of three members of the Board of Directors and shall be ruled by a specific set of regulations.
Article 12	The chairman of the Board of Directors shall be appointed by the controlling shareholder. Should his or her absence or any impediment occur, he or she shall be replaced by a Board member appointed by his or her peers.
Article 13	In the event of a resignation or vacancy in a position of the Board of Directors, a replacement shall be appointed by the remaining Board members and shall serve until a Shareholders Meeting is held to fill the vacant position.
Article 14	The Board of Directors shall hold an ordinary meeting once every three months. Extraordinary meetings shall be convened whenever necessary. Both ordinary and extraordinary meetings shall be called by the Board president by letter, telegram, fax or e- mail, with a minimum 72-hour notice. The Board of Directors shall operate with the presence of the simple majority of its members.
Article 15	The Board of Directors shall:
	I	lay down the overall strategy for the Company business;
	II	elect, discharge, accept resignations, and replace Company officers, as well as prescribe their duties, in accordance with the provisions in these By-Laws;
	III	approve the appointments of the Executive Board, as provided by Article 20, sub- section XIII of these By-Laws.
	IV	oversee the officers' performance, examine books, documents, and obligations of the Company in compliance with the law;
	V	call Shareholders Meetings, either by its chairman or the executive secretary;
	VI	oversee, approve and revise the annual internal auditing work plans for the Company’s business and management processes;
	VII	give its opinion on the reports of the management and on the accounts rendered by the Executive Board;
	VIII	authorize any issue of shares and approve any new share subscription, as provided for article 4, paragraph 2, as well as set forth all the requirements for the issue;
	IX	set down criteria for the transfer and/or loan for use of permanent assets, the creation of charges in rem and guarantees for liabilities whenever the amount of the  operation exceeds two per cent of the Company net worth;
	X	select and discharge independent auditors;

5/19

Table of Contents

XI	deliberate on other affairs submitted to them by the Executive Board or required by the Shareholders Meeting;
XII	set down criteria for the Company's participation as a shareholder in other companies, that participation being submitted to the Shareholders' Meeting whenever required,  as well as regulate the issues concerning such participation;
XIII	deliberate on the framework of companies in which the Company holds shares;
XIV	deliberate on the termination of the Company's participation as a shareholder in other companies;
XV	organize secretary services necessary to support its activities, which will also cooperate with the Fiscal Committee, upon its request, and by its Chairman, indicate and require the company’s employees to take charge of such services.
Sole paragraph		The minutes of the Board of Directors meetings containing resolutions intended to affect third parties shall be filed at the Commercial Registry and published afterwards.

Article 16	It is incumbent upon the chairman of the Board of Directors to grant leave of absence to its members, to preside over meetings, to set work directives, and to hold the casting vote, besides his or her own. The chairman's leaves of absence shall be granted by the Board.
	SECTION III - THE EXECUTIVE BOARD
Article 17	The Company shall have an Executive Board with executive duties and it shall be composed of six members, who may or may not be shareholders, all residing in the country, Brazilians or a majority of Brazilians, who shall be elected by the Board of Directors for a three-year term, reelection being permitted. The chief officers shall be:

• a Chief Executive Officer;

• a Chief Distribution Officer;

• a Chief Corporate Management Officer;

• a Chief Financial and Investor Relations Officer;

• a Chief Power Generation & Transmission and Telecommunications Officer; and

• a Chief Legal Officer. 

Article 18	In case of temporary impediment or leave of absence of any officer, the Chief Executive Officer may appoint another officer to replace him or her.
Article 19	Should decease, resignation, or permanent impediment of any officer occur, the Board of Directors shall elect within thirty days after the event a replacement who shall serve for the remainder of the term of office. The Executive Board may appoint a temporary replacement until the election is held. Nevertheless, the election may be dispensed with if the vacancy occurs in a year in which the Executive Board’s term of office should expire.
Article 20	The duties of the Executive Board are prescribed as follows:
	I	managing all Company business vested in the powers granted to them by the law and by these By-laws. The Company is considered to be bound by the joint signature of two officers, one of which shall be the chief executive officer;
	II	setting down regulations for the internal operations of the Company;
	III	resolving on policies concerning the operations and business of the Company, after consultation to the Board of Directors, if necessary;
	IV	deliberating on the creation and extinction of offices or jobs, as well as establishing wages and setting out the Company personnel regulations;
	V	sharing and investing profit ascertained in compliance with these By-Laws;
	VI	carrying out the Company By-Laws and directives put forth by the Shareholders Meeting and by the Board of Directors;
	VII	deliberating on all extraordinary matters;

6/19

Table of Contents

VIII		deciding on all corporate businesses that are not subject to approval by the Shareholders Meeting or by the Board of Directors;
IX		advising the Board of Directors on acquisition of properties, transfer and loan for use of Company's assets, creation of charges in rem, or guarantees for liabilities in operations exceeding two percent of the Company net worth, and deliberating on those which fall into that limit;
X		being represented at the Annual Shareholders Meeting by its Chief Executive Officer or another officer appointed by the former;
XI		granting leave of absence to its members;
XII		negotiating and signing management documents with companies referred to in paragraph 6 of this article, being allowed to delegate responsibilities to the respective managers, as provided for in the corresponding By-Laws;
XIII		appointing executive officers and fiscal committee members of the companies referred to in paragraph 6 and in any other companies in which the Company or its wholly- owned subsidiaries may hold or come to hold a stake.
	Paragraph 1		The duties referred to in articles 22 to 26 of these By-laws may be expanded by the Board of Directors, by the Chief Executive Officer of the Company, or by rules passed at a meeting of the Executive Board.
	Paragraph 2		Each officer may represent the Company by signing agreements, granting loans for use, renting and purchasing goods and services, provided that such acts are in compliance with internal regulations approved by the Executive Board. For the performance of those acts, the Company may appoint delegates from its staff.
	Paragraph 3		The Company may appoint attorneys with clearly defined powers for specific acts and operations, and also attorneys "ad negotia" to sign any documents of corporate responsibility, provided the period of their appointment is specified in the document of appointment.
	Paragraph 4		Notwithstanding the provisions in article 21, item IV, of these By-Laws, the Company may also be represented in court by personal deposition of a lawyer, or any other graduate employee appointed by the Chief Executive Officer.
	Paragraph 5		The resolutions of the Executive Board shall be passed by a majority of votes. Should the Chief Executive Officer dissent from any decision, he or she may stay the effects of such decision and call a meeting of the Board of Directors within five days to rule on the matter.
	Paragraph 6		Activities related to the creation of products and services, in connection with the objects of the Company and under the Executive Board responsibility, shall be performed by companies in which Copel holds a stake, their duties being:
			a) planning, organizing, coordinating, commanding and controlling the Company business under their responsibility;
			b) meeting technical, marketing and return targets agreed upon with the Executive Board by means of the management documents;
			c) abiding by the Company policies, mainly those governing internal corporate management and technical, financial and accounting procedures, as well as by the requirements set forth in the related management documents.
	Paragraph 7		The strategic issues and the control of companies shall be dealt with by each related board of directors, which will be responsible for:
			a) ensuring that synergy actions are taken by the companies, so as to guarantee the Company good results;
			b) ensuring compliance with the management documents;

7/19

Table of Contents

	c) deliberating on the companies' strategic matters, related to their objects, and in connection with the Company;
	d) providing the necessary support to the Company's Executive Board in the pursuit of solution to matters related to the function of the companies they are associated to;
	e) establishing the respective companies' necessary level of external relationship in connection with the matters of interest to Copel;
	f) appointing the individuals in charge of the companies as disposed for in paragraph 6 of this article, abiding by the provisions set forth in sub- section XIII of this article; and
	g) evaluating studies and approving organizational framework changes of the companies referred to in paragraph 6 of this article.
Paragraph 8	The Board of Directors as referred to in the previous paragraph shall be composed of at least 3 (three) and at most 5 (five) members, all of them directors of the company, except for the chief executive officer of the respective companies, of which it will be composed.

Article 21	The Chief Executive Officer shall be responsible for:
	I	directing and coordinating the work of the executive officers;
	II	overseeing and running all Company business;
	III	overseeing and running the Company’s management planning and promoting its integration;
	IV	hiring, transferring, promoting, taking disciplinary actions against or discharging employees, and granting them leave of absence in compliance with legal provisions, delegation of those functions being permitted;
	V	representing the Company either as plaintiff or defendant in a court of law or wherever it might be required, and in its relations with third parties. For the performance of such acts attorneys or delegates may be appointed;
	VI	signing all documents which entail corporate liabilities in accordance with the provisions of article 20, I, and paragraph 2;
	VII	submitting the annual report on the Company's activities to the Annual Shareholders Meeting accompanied by the opinion of the Board of Directors;
	VIII	carrying out the functions of executive secretary of the Board of Directors when not presiding over it;
	IX	providing the necessary resources for the carrying out of the internal auditing activities;
	X	defining the Company’s marketing and strategic policies;
	XI	coordinating the Company’s global communications;
	XII	defining the Company’s environmental strategies and policies;
	XIII	coordinating the Company’s environmental institutional aspects and monitoring the ensuing results;
	XIV	coordinating the Company’s ombudsman activities; and
	XV	coordinating the political and institutional relations of the Company with government bodies and private entities as well as providing the recording of corporate events and official communications of the chief officers.
Article 22	The Chief Distribution Officer shall be responsible for:
	I	managing the subjects related to the distribution and sale of power;
	II	determining and coordinating the research, the studies, the planning, the construction, the operation and the maintenance of the energy distribution power;

8/19

Table of Contents

III	promoting, coordinating and approving studies on the power market, the power balance and on the purchase and sale of power;
IV	promoting, coordinating and approving studies, researches, plans, the development and exploitation of products and services related to the distribution and sale of power;
V	providing customer servicing in accordance with the law and corporate strategies;
VI	implementing measures designed to conserve power and prevent power wastage as well as technological research and development in the power field;
VII	supporting, through information and technical services regarding the rational use of power, corporate initiatives that focus on the implementation and development of economic activities that are of interest to the development of the State of Paraná.

Article 23	The Chief Corporate Management Officer shall be responsible for:
	I	managing the subjects related to the Company’s human resources and infrastructure materials for administration, organization and operation;
	II	defining and coordinating administrative activities and the monitoring of human resources, occupational planning and remuneration, as well as training and development, occupational medicine and workplace safety at the Company;
	III	defining, promoting and coordinating the organizational development and the management of the Company’s culture;
	IV	defining, promoting and coordinating the Company’s actions related to corporate responsibility and total quality control;
	V	coordinating the planning, defining and approving the Company’s information technology solutions;
	VI	defining policies and guidelines for the logistics of the Company’s services and supplies;
	VII	organizing and directing the logistical operations of services and supplies as well as the sale of surplus, obsolete or no longer useful materials of the Company;
	VIII	defining and coordinating the organization and the monitoring of the activities related with the Company’s corporate security.
Article 24	The Chief Financial and Investor Relations Officer shall be responsible for:
	I	managing the subjects related to the economic, financial and budget management of the Company and to its investor relations with Capital Markets regulatory and controlling bodies;
	II	promoting and coordinating tariff studies within the Company;
	III	representing the Company in its relation with the Brazilian Securities Commission (Comissão de Valores Mobiliários - CVM), the SEC, shareholders, investors, stock market exchanges, the Central Bank of Brazil and other active bodies or entities in the capital market;
	IV	promoting and coordinating the management and control of the Company’s economic and financial results and of its budget and accounting management;
	V	managing and coordinating the Company’s actions before federal, state and municipal regulatory and inspection bodies related to matters of its interest; and
	VI	promoting and coordinating the economic and financial analysis of the power market within the Company.
	VII	performing the management of the assets of companies in which Copel holds any stake; and
	VIII	coordinating the assessment and implementation of new business opportunities in association or not with third parties.

9/19

Table of Contents

Article 25 The Chief Power Generation & Transmission and Telecommunications Officer shall be responsible for: 

I managing the Company’s subjects related to researching, planning, constructing and to the maintenance of power generation & distribution and telecommunications systems and the exploitation and commercialization of these; 

II planning and coordinating the construction, operation and maintenance of electric power generation systems as well as the use of power resources available to the Company; 

III defining and coordinating the commercialization of natural gas or any other fuel acquired through contracts and not used for power generation as well as the byproducts resulted from the processing of these fuels in the Company’s thermal power plants; 

IV researching, creating, planning, building, operating and maintaining transport and electrical power transformation systems at current voltages and voltages greater than 69 kV; 

V defining and coordinating the exploitation of services of the electric power transmission system at current voltages and voltages greater than 69 kV; 

VI defining and coordinating the activities for the expansion, access and use of the electric power transport and transformation facilities at current voltages and voltages higher than 69 kV; 

VII coordinating the research, planning, exploitation and provision of telecommunications services in general; 

VIII defining and coordinating the study, planning and the carrying out of environmental programs and activities as well as the management of land related issues in the area of influence of the generation & transmission and telecommunications facilities of the Company; and

IX defining and coordinating the provision of services to third parties in the areas referred to in the previous sub-sections. 

Article 26 The Chief Legal Officer shall be responsible for: 

I managing the legal counselling of the activities and businesses of the Company and of its subsidiaries as well as for defending judicially and extrajudicially its interests; 

II coordinating the legal counselling to the Executive Board and to other areas within the Company as well as for approving the respective opinions and declarations issued by them;

III coordinating the drafting and revision of contracts, bidding notices and of other legal acts to be signed or issued by the Company as well as the supervision of their fulfillment; 

IV proposing to the Chief Officers and to the Executive Board necessary actions to better adapt the Company’s structure and procedures in order to meet legal requirements; 

V appointing a lawyer or a legal technical employee of the Company to take part in commissions and group works; 

VI appointing a lawyer or another graduate employee to be designated by the CEO to represent the Company in court, so as to give testimony, in compliance with the provisions of paragraph 4 of article 20 of these By-Laws; 

VII proposing to the Executive Board the hiring of independent lawyers, lawyers’ offices, jurists and experts to defend the Company’s interests in specific suits in which it is involved as well as to make studies, give opinions and issue technical reports to be used in court or outside; and 

10/19

Table of Contents

VIII defining and coordinating the carrying out and presentation of studies and opinions necessary to guideline the internal and external legal affairs of the Company as well as for approving them. 

SECTION IV - COMMON RULES APPLICABLE TO MEMBERS OF THE BOARD OF DIRECTORS AND TO OFFICERS 

Article 27 The officers shall submit a statement of private property at the beginning and at the end of their term of office in compliance with the law.

Article 28 The remuneration of the officers shall be established annually by the Annual Shareholders Meeting and may be changed upon decision by an Extraordinary Shareholders Meeting. 

Chapter IV - The Audit Committee

Article 29 The Company shall have an Audit Committee composed of five members and five alternates, who may or may not be shareholders, elected annually at the Shareholders Meeting.

Article 30 The Audit Committee shall operate permanently and shall meet whenever called by its chairman. 

Sole paragraph: The Chairman of the Audit Committee shall be elected by his peers. 

Article 31 The remuneration of the Audit Committee members shall be established at the Shareholders Meeting which elects them, provided the legal minimum required is met. 

Article 32 The Audit Committee shall operate in compliance with the obligations and functions, duties and responsibilities provided for in the law. 

Chapter V - The Shareholders Meeting

Article 33 The Shareholders Meeting shall be composed of the shareholders duly called with observance of the required legal quorum, who shall sign the Attendance Book, all in compliance with further provisions in the law. 

Article 34 The Annual Shareholders Meeting shall be held every year during the first four months at a place and time previously set in accordance withlegal provisions. Extraordinary Shareholders Meetings may be called whenever necessary. 

Sole paragraph The Shareholders Meeting shall be opened by the chairman of the Board of Directors or, in case of his or her absence or impediment, by another Board member, and presided over by the Chief Executive Officer of the Company, or by a shareholder appointed at that time by his or her peers. The chairman of the Meeting shall select from those present one or two shareholders to compose the Meeting board and act as secretaries. 

Article 35 A shareholder may be represented by an attorney-in-fact who meets the legal requirements. 

Article 36 The Shareholders Meeting shall be called in a minimum fifteen-day advance. Should there be no quorum for its opening, there shall be a second calling at least eight days prior to the meeting, pursuant to notice in the press. 

Article 37 The quorum required for the installation and passing of resolutions at Shareholders Meetings shall be the one established by current legislation. 

11/19

Table of Contents

Chapter VI - The Financial Year

Article 38 Every year, on December 31, the Company shall close its financial year and, by then, the annual balance sheet and other financial statements required by law shall be prepared. As to the proceeds, the following rules shall be observed: 

I before any sharing, the accrued losses and provision for income tax shall be deducted from the gross profit ascertained during the year; 

II five percent of the net profit ascertained during the year shall be used to form the Legal Reserve, which may not exceed twenty percent of the share capital;

III the interest upon works in progress resulting from investments made by the use of the Company's own capital may be entered as a special reserve; 

IV other reserves may be formed by the Company according to legal provisions and up to the limits established by law. 

Paragraph 1 The shareholders are entitled to receive every year, under a mandatory distribution of dividends, twenty-five percent of the net profit duly adjusted, as provided for in article 202 and its paragraphs, of Law No. 6,404/76, and determined as set forth in article 6 and its paragraphs, of these by-laws. 

Paragraph 2 The distribution of dividends shall not be mandatory in a financial year in which the management bodies notify the Annual Shareholders Meeting that its payment would be incompatible with the financial circumstances of the Company, regardful of the Audit Committee's opinion. 

Paragraph 3 The profits that are not distributed by virtue of the provisions of paragraph 2 shall be attributed to a special reserve and, if they are not absorbed by losses in subsequent financial years, they shall be paid as soon as the financial standing of the Company permits such payment. 

Paragraph 4 Every year, by April 30 and in compliance with current legislation, the management bodies' statements relating to the preceding financial year shall be submitted to the State's Audit Court. 

Article 39 The Company may prepare balance sheets with respect to the first six months of a fiscal year and the management bodies may advance the distribution of interim dividends "ad referendum" of the Shareholders Meeting. 

Chapter VII - General and Transitional Provisions

Article 40  The dissolution and liquidation of the Company shall be carried out according to resolutions passed at a Shareholders Meeting and in compliance with the provisions in the law.

Article 41  The current managers of the societies referred to in paragraph 6 of article 20 of these By-Laws shall have their appointments reviewed by the Executive Board and by the Board of Directors in compliance with the new wording of article 15, item III, and of article 20, item XIII, in the period of 30 (thirty) days following the date these amendments are effective, as follows: 

I in the first 15 (fifteen) days of the stated term for the review, the Executive Board will prepare a list of all current managers appointed by the Company and will present it to the Board of Directors stating the terms for each one, or, if it is the case, recommending their substitution and indicating the name of the substitutes to act from that period onwards; 

II with the aforementioned list in hand, the Board of Directors as soon as possible will get together to examine the confirmations and substitutions proposed so as to meet the deadline set of a maximum 30-day period for the conclusion of the review;

12/19

Table of Contents

III in the case of a substitution, and once the designations of the Executive Board are approved by the Board of Directors, the responsible areas of the societies referred to in the caput of this article will be immediately informed so as to promptly make the formal substitutions. 

Article 42 Given the Company’s reunification process, the meetings of the Executive Board of the wholly-owned subsidiaries shall be of a merely formal character and shall manadatorily reflect previous decisions of the Executive Board of Companhia Paranaense de Energia - Copel. 

Amendments to the Corporate By-Laws

The original text of COPEL By-Laws has undergone several amendments. Its first filing at the Commercial Registry of the State of Paraná took place under No. 17,340 on June 16, 1955, having been published in the Official Newspaper of the State of Paraná on June 25, 1955. References on those amendments are listed hereunder.

Minutes of SM of	Commercial Registry		Published in the ONS - PR on
	File No.	date
09.09.1969	83.759	10.01.1969	10.08.1969
08.21.1970	88.256	09.04.1970	09.14.1970
10.22.1970	88.878	11.05.1970	11.16.1970
04.28.1972	95.513	05.24.1972	05.30.1972
04.30.1973	101.449	08.15.1973	08.28.1973
05.06.1974	104.755	05.21.1974	06.05.1974
12.27.1974	108.364	02.07.1975	02.21.1975
04.30.1975	110.111	06.03.1975	06.18.1975
03.26.1975	114.535	04.29.1976	05.10.1976
02.15.1978	123.530	02.28.1978	03.08.1978
08.14.1979	130.981	11.09.1979	11.20.1979
02.26.1980	132.253	03.25.1980	04.16.1980
10.30.1981	139.832	12.01.1981	12.18.1981
05.02.1983	146.251	05.31.1983	06.14.1983
05.23.1984	150.596	07.26.1984	08.28.1984
12.17.1984	160.881	01.17.1985	02.11.1985
06.11.1985	162.212	07.01.1985	07.18.1985
01.12.1987	166.674	02.13.1987	02.26.1987
03.18.1987	166.903	04.07.1987	05.08.1987
06.19.1987	167.914	07.02.1987	07.14.1987
02.22.1994	18444,7	02.28.1994	03.17.1994
08.22.1994	309,0	09.20.1994	10.06.1994
02.15.1996	960275860	02.27.1996	03.06.1996
10.18.1996	961839597	10.29.1996	11.06.1996
07.10.1997	971614148	07.18.1997	07.22.1997
03.12.1998	980428793	04.01.1998	04.07.1998
04.30.1998	981597050	05.06.1998	05.12.1998
05.25.1998	981780954	05.28.1998	06.02.1998
01.26.1999	990171175	02.05.1999	02.11.1999
03.25.1999	990646483	04.14.1999	04.23.1999
03.27.2000	000633666	03.30.2000	04.07.2000
08.07.2001	20011994770	08.14.2001	08.27.2001
12.26.2002	20030096413	01.29.2003	02.10.2003
02.19.2004	20040836223	03.08.2004	03.19.2004
06.17.2005	20052144879	06.23.2005	07.05.2005
01. 11.2006	20060050632	01.20.2006	01.25.2006

13/19

Table of Contents

Changes In The Capital Stock (Article 4)

Initial capital stock, on 03.28.1955: Cr$ 800,000,000.00

SM of	NEW CAPITAL - Cr$	C.R.S.P FILE NO.     DATE	MINUTES in ONS PR of
10.01.1960	1,400,000,000.00	26.350 - 10.13.1960	10.14.1960
04.16.1962	4,200,000,000.00	31.036 - 05.03.1962	05.26.1962
11.11.1963	8,000,000,000.00	37.291 - 11.28.1963	12.02.1963
10.13.1964	16,000,000,000.00	50.478 - 10.23.1964	10.31.1964
09.24.1965	20,829,538,000.00	65.280 - 10.15.1965	10.18.1965
10.29.1965	40,000,000,000.00	65.528 - 11.12.1965	11.18.1965
09.20.1966	70,000,000,000.00	70.003 - 10.11.1966	10.18.19663
	NCr$
10.31.1967	125,000,000.00	74.817 - 12.01.1967	12.07.1967
06.17.1968	138,660,523.00	77.455 - 06.27.1968	07.13.1968
11.27.1968	180,000,000.00	79.509 - 12.10.1968	12.20.1968
06.06.1969	210,000,000.00	82.397 - 07.11.1969	08.05.1969
10.13.1969	300,000,000.00	84.131 - 10.30.1969	11.03.1969
12.03.1969	300,005,632.00	84.552 - 12.16.1969	12.30.1969
04.06.1970	332,111,886.00	86.263 - 05.14.1970	06.09.1970
	Cr$
11.24.1970	425,000,000.00	89.182 - 12.11.1970	12.18.1970
12.18.1970	500,178,028.00	89.606 - 02.04.1971	02.17.1971
07.31.1972	866,000,000.00	97.374 - 09.21.1972	10.04.1972
04.30.19734	867,934,700.00	101.449 - 08.15.1973	08.28.1973
08.31.1973	877,000,000.00	102.508 - 11.09.1973	11.21.1973
10.30.19735	1,023,000,000.00	103.387 - 01.25.1974	02.11.1974
05.30.1974	1,023,000,010.00	105.402 - 06.21.1974	06.27.1974
12.27.1974	1,300,000,000.00	108.364 - 02.07.1975	02.21.1975
04.30.1975	1,302,795,500.00	110.111 - 06.13.1975	06.18.1975
12.22.1975	1,600,000,000.00	113.204 - 01.15.1976	02.13.1976
03.26.1976	1,609,502,248.00	114.535 - 04.29.1976	05.10.1976
12.17.1976	2,100,000,000.00	118.441 - 01.14.1977	02.04.1977
08.29.1977	3,000,000,000.00	122.059 - 10.14.1977	10.25.1977
11.16.1977	3,330,000,000.00	122.721 - 12.13.1977	01.12.1978
04.28.1978	3,371,203,080.00	125.237 - 07.06.1978	07.20.1978
12.14.1978	4,500,000,000.00	127.671 - 01.19.1979	03.06.1979
03.05.1979	5,656,487,659.00	128.568 - 05.04.1979	05.17.1979
04.30.1979	5,701,671,254.00	129.780 - 07.24.1979	08.14.1979
09.24.1979	8,000,000,000.00	130.933 - 11.05.1979	11.23.1979

³ Rectified by ONS PR on June 5, 1967 

⁴ Ratified by SSM on August 7, 1973, published in ONS PR on August 23, 1973 

⁵ Ratified by SSM on December 21, 1973, published in ONS PR on February 1, 1974 

14/19

Table of Contents

Changes In The Capital Stock (Article 4)

SM of	NEW CAPITAL - Cr$	C.R.S.P FILE NO.     DATE	MINUTES in ONS PR of
03.27.1980	10,660,296,621.00	133.273 - 06.17.1980	06.27.1980
04.29.1980	10,729,574,412.00	133.451 - 06.27.1980	07.16.1980
10.16.1980	11,600,000,000.00	135.337 - 12.02.1980	01.20.1981
04.30.1981	20,000,000,000.00	137.187 - 05.19.1981	05.29.1981
10.30.1981	20,032,016,471.00	139.832 - 12.01.1981	12.18.1981
04.30.1982	37,073,740,000.00	141.852 - 06.01.1982	06.17.1982
10.29.1982	39,342,000,000.00	144.227 - 12.14.1982	12.29.1982
03.14.1983	75,516,075,768.00	145.422 - 04.12.1983	05.10.1983
05.02.1983	80,867,000,000.00	146.251 - 05.31.1983	06.14.1983
09.01.1983	83,198,000,000.00	148.265 - 10.25.1983	12.09.1983
04.10.1984	205,139,191,167.00	150.217 - 06.15.1984	07.17.1984
04.10.1984	215,182,000,000.00	150.217 - 06.15.1984	07.17.1984
10.05.1984	220,467,480,000	160.412 - 11.08.1984	11.27.1984
03.25.1985	672,870,475,837	161.756 - 05.21.1985	06.11.1985
03.25.1985	698,633,200,000	161.756 - 05.21.1985	06.11.1985
09.18.1985	719,093,107,000	163.280 - 11.14.1985	11.27.1985
	Cz$
04.25.1986	2,421,432,629.00	164.815 - 06.11.1986	06.30.1986
10.23.1986	2,472,080,064.00	166.138 - 11.06.1986	11.14.1986
03.18.1987	4,038,049,401.49	166.903 - 04.07.1987	05.08.1987
03.18.1987	4,516,311,449.87	166.903 - 04.07.1987	05.08.1987
09.18.1987	4,682,539,091.91	168.598 - 10.06.1987	10.16.1987
04.14.1988	18,772,211,552.10	170.034 - 05.06.1988	05.25.19886
04.14.1988	19,335,359,578.00	170.034 - 05.06.1988	05.25.1988
06.14.1988	19,646,159,544.00	170.727 - 07.11.1988	07.20.1988
04.25.1989	174,443,702,532.00	172.902 - 05.26.1989	07.06.1989
	NCz$
04.25.1989	182,848,503.53	172.902 - 05.26.1989	07.06.1989
06.26.1989	184,240,565.60	17.337,4 - 07.12.1989	07.21.1989
	Cr$
03.30.1990	2,902,464,247.10	175.349 - 05.02.1990	05.09.1990
03.30.1990	3,113,825,643.60	175.349 - 05.02.1990	05.09.1990
05.25.1990	3,126,790,072.52	176.016 - 07.10.1990	08.09.1990
03.25.1991	28,224,866,486.42	17.780,9 - 04.26.1991	05.23.1991
03.25.1991	30,490,956,176.38	17.780,9 - 04.26.1991	05.23.1991
05.23.1991	30,710,162,747.26	17.833,7 - 06.18.1991	06.27.1991
04.28.1992	337,561,908,212.47	18.061,7 - 06.08.1992	07.06.1992
04.28.1992	367,257,139,084.96	18.061,7 - 06.08.1992	07.06.1992
06.25.1992	369,418,108,461.33	18.089,9 - 07.09.1992	07.17.1992
04.01.1993	4,523,333,257,454.10	18.255,3 - 04.29.1993	05.20.1993
04.01.1993	4,814,158,615,553.95	18.255,3 - 04.29.1993	05.20.1993
06.15.1993	4,928,475,489,940.957	18.313,9 - 07.13.1993	08.24.1993

⁶ Rectification in ONS No. 2780 of May 27, 1988 

⁷ Due to Provisional Executive Act No. 336, dated July 28, 1993, which changed the national currency, as of August 1, 1993, 

   the company capital is registered in "cruzeiros reais" (CR$ 4,928,475,475.41 as of the last date)

15/19

Table of Contents

Changes In The Capital Stock (Article 4)

SM of	NEW CAPITAL - Cr$	C.R.S.P FILE NO.     DATE	MINUTES in ONS PR of
04.26.1994	122,158,200,809.218	18.478,1 - 05.10.1994	06.08.1994
	R$
04.25.1995	446,545,229.15	9,5069647,1 - 05.18.1995	06.19.1995
04.23.1996.	546,847,990.88	960710000 - 05.07.1996	05.15.1996
07.29.1997	1,087,959,086.889	971614130 - 07.30.1997	08.01.1997
08.07.1997	1,169,125,740.569	971761671 - 08.12.1997	08.15.1997
03.12.1998	1,225,351,436.59	980428793 - 04.01.1998	04.07.1998
03.25.1999	1,620,246,833.38	990646483 - 04.14.1999	04.23.1999
12.26.2002	2,900,000,000.00	20030096413 - 01.29.2003	02.10.2003
04.29.2004	3,480,000,000.00	20041866290 - 06.07.2004	06.18.2004
27.04.2006	3,875,000,000.00	20061227897 – 09.05.2006	05.24.2006

⁸ Due to Provisional Executive Act No. 542, dated June 30, 1994, which changed the national currency, as of July 1, 1994, 

the capital is entered in "reals" (R$ 44,421,146.54 as of last date)

⁹ Change in the capital stock authorized by the Board of Directors 

16/19

Table of Contents

Law No. 1,384/53

ABRIDGEMENT: This law institutes the Electrification Fund and provides for further measures.

(...)
Article 9 - It is incumbent upon the Executive Power in the State the incorporation of mixed-capital companies for the construction and exploitation of electric power generating plants, as well as the participation in them.

Sole Paragraph^*: The company incorporated in compliance with the provisions in this article may also, by itself, through other public concessionaires in which it already holds shares, or concerns in which it may participate, provided the government is the major shareholder in any of them, pursue the objects of:

(a) researching and studying, technically and economically, any sources of energy; 

(b) researching, studying, planning, constructing, and developing the production, transformation, transportation, storage, distribution, and trade of energy in any of its forms, chiefly electric power, as well as fuels and energetic raw materials; 

(c) studying, planning, designing, constructing, and operating dams and their reservoirs, as well as further undertakings for the multiple uses of water resources; 

(d) providing information and technical assistance services regarding the rational use of energy by business undertakings for implementing and developing economic activities deemed relevant to the development of the State. 

(e)** implementing electronic data transmission, electronic communications and control, cellular telephone systems, and other endeavors that may be deemed relevant to the Company and the State of Paraná, being for such aims and for the aims set forth in “b” and “c” above authorized to join consortia or concerns with private companies, holding either major or minor stakes in them. 

(...)

Curitiba, November 10, 1953

BENTO MUNHOZ DA ROCHA NETO

Eugênio José de Souza

Rivadávia B. Vargas

* Sole Paragraph appended by Law 7,227 of October 22, 1979, published in the first page of the Official Newspaper of the State of Paraná No. 661 of October 24, 1979. 
** Item “e” appended by Law 11,740 of June 19, 1997, published in the first page of the Official Newspaper of  the State of Paraná no. 5,027 of June 19,1997. 

17/19

Table of Contents

Decree No. 14,947/54*

ABRIDGEMENT: This decree rules on the incorporation of Companhia Paranaense de Energia Elétrica - COPEL, and provides for further measures.

The Governor of the State of Paraná using the powers granted to him, and under the authorization provided for in law No. 1384, of November 10, 1953, hereby decrees:

Article 1 - Companhia Paranaense de Energia Elétrica is incorporated with the object of planning, constructing, and exploiting systems of production, transmission, transformation, distribution, and sale of electric power and related services by itself or by means of concerns which it may organize, or in which it may participate.

Article 2 - The capital stock of the company shall be Cr$ 800,000,000.00 (eight hundred million cruzeiros) of which up to 40% may be represented by preferred shares with no voting rights.

Article 3 - The State shall subscribe at least 60% of the share capital.

Article 4 - The State shall dispose of funds ascertained from the Electrification Fund, created by Law No. 1.384 of November 10, 1953, in order to pay up share capital. It may also incorporate into the company's property the total or part of the fixed assets and other assets used for production, transmission, and distribution of electric power under State control.

Article 5 - The corporation shall be ruled by the by-laws approved in the act of its incorporation.

Article 6 - On behalf of the State, the Governor shall name his representative to perform the acts required for the incorporation of the company.

Article 7 - This decree shall come into effect on the date of its publication, all provisions to the contrary being hereby revoked.

Curitiba, October 26, 1954; 133rd year of Independence, 66th year of the Republic.

Signed: BENTO MUNHOZ DA ROCHA NETO

ANTÔNIO JOAQUIM DE OLIVEIRA PORTES

* Published in the Official Newspaper of October 27, 1954

18/19

Table of Contents

DECREE NO. 37,399*

ABRIDGEMENT: This decree grants COPEL authorization to operate as an electric power utility. 

The President of the Republic, making use of the powers granted to him by article 87, paragraph 1, of the Constitution, and in accordance with the provisions of Decree No. 938, article 1, of December 8, 1938, and regarding the petition submitted by Companhia Paranaense de Energia Elétrica - COPEL, hereby decrees:

Article 1 - Authorization is granted to Companhia Paranaense de Energia Elétrica - COPEL, with head office in Curitiba, Paraná, to operate as an electric power utility in accordance with the provisions of Decree No. 938 of December 8, 1938, jointly with Decree-Law No. 2627 of September 26, 1940; COPEL shall be bound to meet all requirements of the Water Code (Decree No. 24643 of July 10, 1934), as well as subsequent laws and regulations, subject to rescission of this act.

Article 2 - This Decree shall come into effect on the date of its publication.

Article 3 - All provisions to the contrary are hereby revoked.

Rio de Janeiro, May 27, 1955; 134th year of Independence and 67th year of the Republic

Signed: JOÃO CAFÉ FILHO

MUNHOZ DA ROCHA

*Published in the Official Newspaper No. 128 of June 4, 1955

19/19