--------------------------------------------------------------------------------
[Votorantim      |                                            CODE
Celulose e Papel |              CORPORATE POLICY                 PC.00.004
    Logo]        |--------------------------------------------------------------
                 |                PRESIDENCY                  SHEET
                 |                                                  1/5
--------------------------------------------------------------------------------
SUBJECT                                                       ISSUED ON
                                                                 06/26/2003
                                BUSINESS ETHICS               ------------------
                                                              REVIEW No
                                                                    02
--------------------------------------------------------------------------------

    1. PURPOSE

       Guide the VC personnel when dealing with issues considered of fundamental
       importance for the sustainable growth of the business and the generation
       of value.

       The Company may, in such issues, be affected by the conduct of its
       personnel acting in the several levels of the organization, as well as at
       different geographic regions.

    2. DEFINITIONS

       Non-Applicable.

    3. POLICIES

       3.1 SCOPE/RESPONSIBILITY

             The scope of this policy applies to all employees in all processes
             in all locations of VCP.

             Concerning suppliers and providers of service of any kind that
             serve the Company at any of its sectors or facilities, the present
             policy is extended to what is applicable. It is the responsibility
             of the contracting sectors to see to that suppliers and service
             providers are given notice of such policies and for having a
             statement of awareness and compliance on the part of the supplier
             or service provider attached to the relevant contracts.

             As regards employees and service providers of the Finance
             Management, there exists a specific ethical policy of supplementary
             character, intended for the activities of the sector described as
             per PC.00.006.

       3.2 - VCP PERSONNEL

           3.2.1 - The ethical conduct of VCP is established by the responsible
                   attitude and respect it maintains in its relationship with
                   people (internal e external) an entities in general.

           3.2.2 - Respect for the person, transparency and shared
                   responsibilities shoulder the consideration and the
                   performance valorization of the employee of VCP.

           3.2.3 - The Company demands that the VCP personnel do not engage in
                   any activity that, directly or indirectly, conflicts or
                   interferes with the performance of their duties or denigrates
                   the image of the Company before the Community.

           3.2.4 - Subordination relationship among relatives at any level is
                   prohibited.

                    ------------------------------------------------------------
                    |           NAME                        CAPACITY
    ----------------------------------------------------------------------------
        ELABORATED  | Guillermo Oscar Braunbeck   Internal Audit and Operational
        BY          |                             Risks Management Manager
    ----------------------------------------------------------------------------
        APPROVED BY | Raul Calfat                 President
    ----------------------------------------------------------------------------


<PAGE>

--------------------------------------------------------------------------------
[Votorantim      |                                            CODE
Celulose e Papel |              CORPORATE POLICY                 PC.00.004
    Logo]        |--------------------------------------------------------------
                 |                PRESIDENCY                  SHEET
                 |                                                  2/5
--------------------------------------------------------------------------------
SUBJECT                                                       ISSUED ON
                                                                 06/26/2003
                                BUSINESS ETHICS               ------------------
                                                              REVIEW No
                                                                    02
--------------------------------------------------------------------------------

           3.2.5 - Any relationship among relatives that might represent a
                   conflict of interest situation or jeopardize the independence
                   of the independent auditors is not allowed. In case such
                   situation occurs, it shall be brought to the attention of the
                   Comite de Etica (Ethics Committee) of VCP for the conflict of
                   interest degree to be duly assessed.

           3.2.6 - No gifts or gratuities above the amount of 1 minimum salary
                   should be accepted by any employee of VCP in dealings with
                   customers, providers of services or goods, or financial and
                   governmental entities. This posture shall be periodically
                   communicated to such a public by the Human Development and
                   Organizational Sector in order to curbe such initiatives.
                   Should it be impossible to decline the offer, the instance
                   shall be duly communicated to the immediate supervisor at the
                   minimum level of coordination. The gift/gratuities will then
                   be released for lottery among all employees of the
                   sector/facilities/process. Such a lottery is under the
                   responsibility and discretion of the Human Development and
                   Organizational Sector.

           3.2.7 - VCP's information, business data and operations, in any
                   media, that are not clearly considered as public shall be
                   treated as confidential. Every VCP employee or service
                   provider qualified in the terms of this policy is accountable
                   for the strict compliance to this premise when handling,
                   using, keeping, disclosing and discarding information of the
                   Company. Such actions shall comply with PC.05.004 on
                   Information Safety Policy Procedures.

           3.2.8 - Any declaration whatsoever before the media in general that
                   might be associated with VCP without the previous consent of
                   the Human Resources Development and Organizational Management
                   is not allowed. Any request for information, press conference
                   or mention whatsoever made by the media in general shall be
                   immediately brought to the attention of the Human Development
                   and Organizational Sector for evaluation and later
                   corporative positioning.

           3.2.9 - Granting of loans of any kind whatsoever to the President or
                   Directors of VCP is forbidden. Loans to the other employees
                   are provided for by specific policies issued by the Human
                   Development and Organizational Sector.

       3.3 - CUSTOMERS, PROVIDERS OF GOODS AND SERVICES, COMPETITORS AND PUBLIC
             ENTITIES

           3.3.1 - VCP relationship with customers and providers of goods and
                   services are based on reciprocal confidence and
                   accountability.

           3.3.2 - VCP relationship with competitors is based on respect and
                   apprenticeship. In its continued search for improvement,
                   identification of the best practices and innovation, the
                   Company sees competition as healthy and a source of reference
                   for new challenges.

           3.3.3 - VCP relationship with governmental bodies and institutions,
                   as well as with capital market regulatory entities in
                   connection with its activities is shouldered by the
                   responsibility in meeting the legislation and regulations,
                   both national and international.


<PAGE>

--------------------------------------------------------------------------------
[Votorantim      |                                            CODE
Celulose e Papel |              CORPORATE POLICY                 PC.00.004
    Logo]        |--------------------------------------------------------------
                 |                PRESIDENCY                  SHEET
                 |                                                  3/5
--------------------------------------------------------------------------------
SUBJECT                                                       ISSUED ON
                                                                 06/26/2003
                                BUSINESS ETHICS               ------------------
                                                              REVIEW No
                                                                    02
--------------------------------------------------------------------------------

       3.4 - THE ENVIRONMENT

             VCP commitment with the environment is translated by the continuous
             prevention and reduction of adverse impacts to nature with an aim
             to a sustainable growth.

       3.5 - COMMUNITIES

             Commitment with the communities in which it is inserted is
             expressed by the search in associating VCP image as a citizen
             enterprise by offering job and business opportunities, in addition
             to communitarian actions that it either supports or materializes.

       3.6 - Investors

             3.6.1 - VCP commits itself with the continuity of the business,
                     transparency and credibility with investors, ensuring and
                     making efforts to maximize the capital invested.

             3.6.2 - Disclosure or use of confidential information involving VCP
                     without being authorized or aiming at obtaining any
                     personal advantage is not allowed.

             3.6.3 - Integrality, accuracy and reliability of VCP's Financial
                     Statements are assured by:

                     a) The existence of a formal and continuous program for
                        identification, assessment, monitoring and management of
                        business risks

                     b) The maintenance of an efficient control system aligned
                        with the risk levels accepted by the Company ensuring
                        that:

                     o  All transitions are performed pursuant to the
                        authorization granted;

                     o  All transactions are registered and reported by their
                        specific amounts in the period they have occurred and in
                        accordance with their nature;

                     o  The access to and the use of assets are authorized and
                        with a clear identification of custody and
                        accountability.

                     o  All contracts in which VCP is the Contracting Party or
                        the Contracted Party, as well as legal value statements
                        signed on behalf of VCP, are reviewed by the Legal
                        Department and signed by legal representatives of the
                        Company, as provided for in the by-laws.

                     c) Existence of a specific code of conduct applicable to
                        the employees of the Finance sector and to suppliers and
                        service providers engaged by the sector. All employees,
                        suppliers and service providers that are accountable to
                        the Finance Management shall state full knowledge of
                        such a document in its full contents, stating they agree
                        with it and are committed with its compliance by signing
                        a term of acknowledgement duly filed in the folder of
                        the employee by the Human Development and Organizational
                        Sector.


<PAGE>

--------------------------------------------------------------------------------
[Votorantim      |                                            CODE
Celulose e Papel |              CORPORATE POLICY                 PC.00.004
    Logo]        |--------------------------------------------------------------
                 |                PRESIDENCY                  SHEET
                 |                                                  4/5
--------------------------------------------------------------------------------
SUBJECT                                                       ISSUED ON
                                                                 06/26/2003
                                BUSINESS ETHICS               ------------------
                                                              REVIEW No
                                                                    02
--------------------------------------------------------------------------------

                 Note 1:  All employees of VCP are accountable for such
                          activities, which are applicable to all transactions
                          they handle or perform, as well as to the assets to
                          which they are custodians.

       3.7 - EXCEPTIONS TO THIS POLICY

             Exceptions shall be specifically communicated and expressly
             authorized by the Risk Management, Auditing and Ethics Committee.

       3.8 - SANCTIONS, COMPOSITION OF THE RISK MANAGEMENT, AUDITING AND ETHICS
             COMMITTEE AND IDENTIFICATION OF INFRINGEMENTS:

             3.8.1 - The cases of misconduct, duly brought to the knowledge of
                     VCP Presidency, shall be assessed by the Risk Management,
                     Auditing and Ethics Committee and, according to a joint
                     resolution, the investigation rules called for shall be
                     applied and then the sanctions set out by the Risk
                     Management, Auditing and Ethics Committee in its policy of
                     Disciplinary Sanctions duly enforced.

             3.8.2 - The Risk Management, Auditing and Ethics Committee shall be
                     composed of:

                     a)  Effective Members: by the Director-President, by the
                         Internal Audit and Risk Management Manager and by the
                         Legal Department Manager. In the absence or in case of
                         impossibility of participation of any one of such
                         members, another representative shall be nominated by
                         the Committee, duly approved by the other Members of
                         the Committee and by the Presidency of VCP.

                     b)  Eligible Members: The composition of the Committee may,
                         however, be changed in case of misconduct that calls
                         for the help of other professionals, or in case of
                         impossibility of participation of some of the effective
                         members. Such members are considered as temporary
                         members.

             3.8.3 - The Risk Management, Auditing and Ethics Committee will not
                     have a fixed meeting schedule, thus the meetings have to be
                     summoned by any one of its members, always as a result of
                     the detection of infringements and misconduct, with a
                     minimum of a 24-hour advance notice to the meeting.

             3.8.4 - Detection and denunciation: The cases of misconduct may be
                     identified by the internal auditing tasks and by the review
                     of processes and procedures or by any employee, customer,
                     supplier, service provider or any party concerned, may
                     offer VCP a denounce of cases of misconduct, frauds or
                     non-ethical attitudes involving the name of the Company,
                     its employees, or any other of the parties affected by the
                     present policy, as per job instruction PO.04.07.001.

       3.9 - IMPLEMENTATION, COMPLIANCE AND DOUBTS

             3.9.1 - This policy is an integral part of the job contract of all
                     employees of VCP and contracts of service providers.

             3.9.2 - As aforementioned, non-observance of any item whatsoever of
                     the present policy by employees of VCP shall imply in
                     disciplinary sanctions, to be deliberated upon by the Risk
                     Management, Auditing and Ethics Committee and applied as
                     per the disciplinary sanctions policy issued by the Human
                     Development and Organizational Management.


<PAGE>


--------------------------------------------------------------------------------
[Votorantim      |                                            CODE
Celulose e Papel |              CORPORATE POLICY                 PC.00.004
    Logo]        |--------------------------------------------------------------
                 |                PRESIDENCY                  SHEET
                 |                                                  5/5
--------------------------------------------------------------------------------
SUBJECT                                                       ISSUED ON
                                                                 06/26/2003
                                BUSINESS ETHICS               ------------------
                                                              REVIEW No
                                                                    02
--------------------------------------------------------------------------------

             3.9.3 - Awareness and application of its contents shall be
                     confirmed at least every 2 years by the Internal Audit and
                     Operational Risk Management Cell.

             3.9.4 - Doubts concerning the Policy of Ethics shall be addressed
                     to the Internal Audit and Operational Risk Management Cell
                     for clarification.

    4. ASSOCIATED BUSINESS RISKS

       4.1 - STRATEGIC ONES

             4.1.1 - Internal ones

                     Faulty communication

             4.1.2 - Of Information Assessment (for Decision Making)

                     Non-integrated business posture

       4.2 - OF COMPLIANCE

             4.2.1 - Internal ones

                     Lack of adherence to standards and procedures

             4.2.2 - External ones

                     a) Legal

                     b) Regulatory ones

       4.3 - OF AUTHORITY

             4.3.1 - Absence of a clear-cut leadership

             4.3.2 - Indeterminate or in excess Authority limits

       4.4 - OPERATIONAL

             4.4.1 - Of Integrity/Ethics

                     a) Illegalities

                     b) Frauds

                     c) Non-authorized use

                     d) Unethical management

    5. ENCLOSURES

       NON-Applicable


<PAGE>

--------------------------------------------------------------------------------
[Votorantim      |                                            CODE
Celulose e Papel |              CORPORATE POLICY                 PC.00.006
    Logo]        |--------------------------------------------------------------
                 |                PRESIDENCY                  SHEET
                 |                                                  6/4
--------------------------------------------------------------------------------
SUBJECT                                                       ISSUED ON
                                                                 26/06/2003
    INVESTOR RELATIONS AND FINANCE MANAGEMENT BUSINESS ETHICS ------------------
                                                              REVIEW No
                                                                    00
--------------------------------------------------------------------------------

    1. PURPOSE

       In a supplementary character to the Enterprise Ethics PC.00.004, has as
       its purpose to guide the Investor Relations and Finance Management
       employees concerning some standards of conduct considered as mandatory
       for the performance of their duties within VCP.

    2. DEFINITIONS

       INTERNAL AND EXTERNAL CLIENTS:

       Shall be considered as such investors, customers, suppliers and the
       community as a whole having some direct or indirect involvement with the
       processes subordinated to the Investor Relations and Finance Management.

    3. POLICIES

       3.1 - SCOPE/ACCOUNTABILITY

             The scope of this policy applies to all employees that are
             accountable to the Investor Relations and Finance Management in all
             VCP locations.

             Concerning suppliers and providers of service of any kind that
             serve the Finance Department of the Company, the present policy is
             extended in what is applicable. It is the responsibility of the
             contracting sectors to see to that suppliers and providers of
             services are given notice of such policies and for having a
             statement of awareness and compliance on the part of the supplier
             or service provider filed to the relevant contracts.

       3.2 - ETHICAL CONDUCT STANDARDS OF FINANCE MANAGEMENT EMPLOYEES

             Employees and service providers comprised by the present policy are
             expected to meet the following ethical standards, namely:
             accountability, compliance, equitableness, honesty, integrity,
             truthfulness, reliability, commitment to both internal and external
             clients, independence and judgment.

             Such ethical standards of job duties of the Investor Relations and
             Finance Management employees shall be guided by, among others, the
             following (a):

             3.2.1 - ACCOUNTABILITY

                     a) Commitment with the Company's values and with internally
                        and externally accepted ethical standards;

                     b) Ability to account for the acts and actions of the
                        Company in accordance to such ethical standards and
                        the Company's values.

                    ------------------------------------------------------------
                    |           NAME                        CAPACITY
    ----------------------------------------------------------------------------
        ELABORATED  | Guillermo Oscar Braunbeck   Auditing and Operational Risks
        BY          |                             Management Manager
    ----------------------------------------------------------------------------
        APPROVED BY | Raul Calfat                 Director-Superintendent
    ----------------------------------------------------------------------------


<PAGE>

--------------------------------------------------------------------------------
[Votorantim      |                                            CODE
Celulose e Papel |              CORPORATE POLICY                 PC.00.006
    Logo]        |--------------------------------------------------------------
                 |                PRESIDENCY                  SHEET
                 |                                                  7/4
--------------------------------------------------------------------------------
SUBJECT                                                       ISSUED ON
                                                                 26/06/2003
    INVESTOR RELATIONS AND FINANCE MANAGEMENT BUSINESS ETHICS ------------------
                                                              REVIEW No
                                                                    00
--------------------------------------------------------------------------------

             3.2.2 - COMPLIANCE

                     a) Compliance with applicable legal regulations;

                     b) Compliance with corporate governance practices required
                        by the capital market regulatory bodies, e.g., SEC, CVM
                        (SEC of Brazil) and Bovespa;

                     c) Compliance with the generally accepted accounting
                        practices in Brazil an in the United States.

             3.2.3 - EQUITABLENESS

                     a) Concern with the equitable distribution of rights,
                        including information and duties, both inside and
                        outside the Company among all parties concerned;

                     b) Non-favoritism of groups or people, especially in
                        connection with decisions to be made.

             3.2.4 - HONESTY, INTEGRITY, TRUTHFULNESS AND RELIABILITY

                     a) Ability to be just, impartial, not doing harm to any one
                        of the internal and external clients, abiding by the
                        remaining requirements contained herein in a fair way;

                     b) Discretion capacity regarding the suitability and
                        accuracy if the internal controls environment and
                        control activities.

             3.2.5 - COMMITMENT WITH INTERNAL AND EXTERNAL CLIENTS

                     a) Commitment with the timely disclosure of suitable
                        information, understandable, complete and in full, on
                        the accounting and financial status of the Company to
                        its stockholders and third parties concerned;

                     b) Commitment with product quality, safety in their
                        application and after sales support;

                     c) Commitment with the environment;

                     d) Commitment with the stockholders' return on investment;

                     e) Commitment with the fulfillment of work legislation and
                        collective bargaining signed with employees through
                        Unions and or job contracts;

                     f) Commitment with the quality of life and safety of its
                        employees and communities located in the surrounding
                        areas of the factories.

             3.2.6 - INDEPENDENCE AND DISCRETION

                     a) Impartiality in decision-making;


<PAGE>

--------------------------------------------------------------------------------
[Votorantim      |                                            CODE
Celulose e Papel |              CORPORATE POLICY                 PC.00.006
    Logo]        |--------------------------------------------------------------
                 |                PRESIDENCY                  SHEET
                 |                                                  8/4
--------------------------------------------------------------------------------
SUBJECT                                                       ISSUED ON
                                                                 26/06/2003
    INVESTOR RELATIONS AND FINANCE MANAGEMENT BUSINESS ETHICS ------------------
                                                              REVIEW No
                                                                    00
--------------------------------------------------------------------------------

                     b) Commitment with the Company's values and moral behavior;

                     c) Ability to identify misconduct and classify it in an
                        impartial way, without affective and passionate
                        interferences in decision-making.

       3.3 - COMMITMENT WITH INTERNAL AND EXTERNAL CLIENTS

             3.3.1 - The employee of the Finance Department shall see to that
                     commitment of VCP towards the communities where it is
                     inserted is complied with, seeking to associate the image
                     of VCP as a citizen Company, by means of job and business
                     opportunities it offers and communitarian actions it
                     supports or materializes.

             3.3.2 - The employee of the Investor Relations and Finance
                     Department shall support the VCP commitment to the
                     continuity of the business, transparency and credibility
                     with investors, ensuring and making efforts to maximize of
                     the capital invested.

             3.3.3 - Disclosure or use of confidential information involving VCP
                     without being authorized or aiming at obtaining any
                     personal advantage is not allowed.

             3.3.4 - Integrality, accuracy and reliability of VCP's Financial
                     Statements are assured as provided for in the Business
                     Ethics policy in PC 00.004.

       3.4 - EXCEPTIONS TO THIS POLICY

             There does not exist any exception concerning the present policy.

       3.5 - IMPLEMENTATION, COMPLIANCE AND DOUBTS

             3.5.1 - This policy is an integral part of the job contract of all
                     employees of the Investor Relations and Finance Management
                     of VCP.

             3.5.2 - As aforementioned, non-observance of any item whatsoever of
                     the present policy by employees of VCP shall imply in
                     disciplinary sanctions, to be deliberated by the Risk
                     Management, Auditing and Ethics Committee and applied as
                     per the disciplinary sanctions policy issued by the Human
                     Development and Organizational Management.

             3.5.3 - Awareness and application of its contents will be confirmed
                     at least every 2 years by the Internal Audit and
                     Operational Risk Management Cell.

             3.5.4 - Doubts concerning the Business Ethics Policy for Investor
                     Relations and Finance Management shall be addressed to the
                     Internal Audit and Operational Risk Management Cell for
                     clarification.

    4. ASSOCIATED BUSINESS RISKS

       4.1 - STRATEGIC ONES


<PAGE>

--------------------------------------------------------------------------------
[Votorantim      |                                            CODE
Celulose e Papel |              CORPORATE POLICY                 PC.00.006
    Logo]        |--------------------------------------------------------------
                 |                PRESIDENCY                  SHEET
                 |                                                  9/4
--------------------------------------------------------------------------------
SUBJECT                                                       ISSUED ON
                                                                 26/06/2003
    INVESTOR RELATIONS AND FINANCE MANAGEMENT BUSINESS ETHICS ------------------
                                                              REVIEW No
                                                                    00
--------------------------------------------------------------------------------

             4.1.1 - Internal ones

                     Faulty communication.

             4.1.2 - Of Information Assessment (for Decision Making)

                     Non-integrated business posture

       4.2 - OF COMPLIANCE

             4.2.1 - Internal ones:

                     Lack of adherence to standards and procedures.

             4.2.2 - External ones:

                     a) Legal;

                     b) Regulatory ones.

       4.3 - OF AUTHORITY

             4.3.1 - Absence of a clear-cut leadership.

             4.3.2 - Undetermined or in excess Authority limits.

       4.4 - OPERATIONAL

             4.4.1 - Of integrity/ Ethics

                     a) Illegalities;

                     b) Frauds;

                     c) Non-authorized use;

                     d) Unethical management.

    5. ENCLOSURES

       Non-Applicable.


<PAGE>

--------------------------------------------------------------------------------
[Votorantim      |                                            CODE
Celulose e Papel |              CORPORATE POLICY                 PC.00.007
    Logo]        |--------------------------------------------------------------
                 |                PRESIDENCY                  SHEET
                 |                                                  10/6
--------------------------------------------------------------------------------
SUBJECT                                                       ISSUED ON
                                                                 06/26/2003
    INVESTOR RELATIONS AND FINANCE MANAGEMENT BUSINESS ETHICS ------------------
                                                              REVIEW No
                                                                    00
--------------------------------------------------------------------------------

    1. PURPOSE

       Consolidate an environment that preserves and promotes an ethical posture
       and the honest attitude thus preventing infringements from going
       unnoticed or being tolerated.

       Allow employees of the Company at all levels to take effective and timely
       measures in case they are informed or suspect of a misconduct against the
       Company without causing embarrassment, fear of retaliation or a delation
       feeling.

       The scope of this policy applies to all employees that shall meet the
       Ethics Policy PC.00.004, namely, all employees of all processes in all
       locations of VCP.

       Concerning suppliers and providers of service of any kind that serve the
       Company at any of its sectors or facilities, it is preserved to them the
       obligation of just comply with the Ethics Policy PC.00.004 where
       applicable. The non-observance of such a policy may, at the discretion of
       the Ethics Committee, imply in indemnification of losses and damages
       caused to VCP by means of a lawsuit or contractual termination.

    2. DEFINITIONS

       Non-Applicable

    3. POLICIES

       3.1 - HANDLING OF POLICY INFRINGEMENT CASES

             3.1.1 - VCP maintains a program of a permanent nature to assure
                     awareness and promote compliance by all employees to the
                     principles set forth in its Business Ethics Policy. In such
                     a context, the Company recognized that occurrences
                     involving actions, intentional or not, against such
                     principles may happen.

             3.1.2 - There are 2 types of classification for non-compliance
                     with the Policy, according to the intention of the
                     responsible employee, with the establishment of course of
                     actions to be taken in one situation or the other:

                     a) UNAWARENESS OR NON-INTENTIONAL ERRORS

                        It is so considered the instance where an employee acts
                        with honesty, without taking, in fact or intentionally,
                        any personal advantage to which he is not entitled, at
                        the time he authorizes, performs or records a regular
                        transaction, but in a way contrary to that demanded by
                        the Ethics Policy.


                    ------------------------------------------------------------
                    |           NAME                         TITLE
    ----------------------------------------------------------------------------
        ELABORATED  | Guillermo Oscar Braunbeck   Internal Audit and Operational
        BY          |                             Risks Management Manager
    ----------------------------------------------------------------------------
        APPROVED BY | Raul Calfat                 President
    ----------------------------------------------------------------------------


<PAGE>

--------------------------------------------------------------------------------
[Votorantim      |                                            CODE
Celulose e Papel |              CORPORATE POLICY                 PC.00.007
    Logo]        |--------------------------------------------------------------
                 |                PRESIDENCY                  SHEET
                 |                                                  11/6
--------------------------------------------------------------------------------
SUBJECT                                                       ISSUED ON
                                                                 06/26/2003
    INVESTOR RELATIONS AND FINANCE MANAGEMENT BUSINESS ETHICS ------------------
                                                              REVIEW No
                                                                    00
--------------------------------------------------------------------------------

                     b) MISCONDUCT

                        An instance where an employee acts deliberately with bad
                        faith, aiming at:

                         o  Obtaining a personal advantage, either tangible or
                            intangible, to which he is not entitled when
                            authorizing, performing or recording a transaction,
                            be it a regular or irregular one;

                         o  Causing the Company any harm.

             3.1.3 - Every employee who is informed of or suspects of some
                     acts of such a nature against the Company shall brought
                     what he knows about them to the attention of his hierarchic
                     supervisor at Coordination level, or manifest himself
                     (anonymously or otherwise) through the page of the
                     Ombudsman on the www.vcp.com.br. Communications made
                     directly to the Coordinators shall be immediately brought
                     to the attention of the Internal Audit and Operational
                     Risks Management Manager, in written form, with a copy to
                     the Director of the Process or to an employee with a higher
                     authority level, by taking the following diligences:

                     a) When the author is unknown, inform in writing:

                         o  The nature of the occurrence and the extent of the
                            loss already known or estimated (currency,
                            materials, etc.)

                         o  When and how the fact was unveiled.

                     b) If an employee is under suspicion, inform in writing:

                         o  The facts justifying such a suspicion;

                         o  Factors that allowed the occurrence to happen;

                         o  Steps already taken to prevent new occurrences.

                     c) When the author is known, inform in writing:

                         o  The nature of the act performed and the extent of
                            the loss already known or estimated (currency,
                            materials, etc. in $);

                         o  When and how the fact was unveiled

                         o  The disciplinary sanctions and the steps taken, or
                            intended to be taken, in order that recovery of
                            Company's losses is obtained from the author;

                         o  Details of any police action that might have taken
                            place;

                         o  Factors that allowed the occurrence to happen;

                         o  Steps already taken to prevent new occurrences.

             3.1.4 - In order to preserve the interests of VCP, the
                     responsibilities and the moral integrity of the employees
                     whose duties are directly or indirectly connected to


<PAGE>

--------------------------------------------------------------------------------
[Votorantim      |                                            CODE
Celulose e Papel |              CORPORATE POLICY                 PC.00.007
    Logo]        |--------------------------------------------------------------
                 |                PRESIDENCY                  SHEET
                 |                                                  12/6
--------------------------------------------------------------------------------
SUBJECT                                                       ISSUED ON
                                                                 06/26/2003
    INVESTOR RELATIONS AND FINANCE MANAGEMENT BUSINESS ETHICS ------------------
                                                              REVIEW No
                                                                    00
--------------------------------------------------------------------------------

                     such cases, only after an independent evaluation of the
                     relevant facts is carried out it should be confirmed
                     whether the practice was an honest or dishonest one. To
                     such an effect, the Internal Duties and Operational Risks
                     Management Cell shall be involved in the initial stage of
                     the discovery of such situations in order to allow facts
                     and responsibilities be determined in a transparent and
                     independent way.

             3.1.5 - The advantage of keeping the suspected employee removed
                     from his duties over the finding of facts process shall be
                     evaluated in each case. The decision whether the employee
                     will be kept on his duties or removed from them shall be
                     taken by the Director Superintendent of by the Director of
                     the Process to whom the suspected employee is subordinated
                     or, in the absence of them, by another executive of the
                     Company with a higher level of authority, after taking into
                     account the Internal Audit and Operational Risks Management
                     Cell opinion on the subject matter.

             3.1.6 - With exception to extremely urgent situations, no police
                     action shall be taken without a previous talk with the
                     Legal Department Manager and with the Human Development and
                     Organizational Director.

       3.2 - FINDING OF FACTS, RESPONSIBILITIES AND DRAWING UP OF REPORTS

             3.2.1 - The finding of facts and the responsibilities in any
                     instance of suspicion or knowledge of infringement
                     whatsoever of Corporate Policy on Business Ethics shall be
                     left to the discretion of the Internal Audit and
                     Operational Risks Management Cell, ensuring that all
                     support necessary is given to the tasks of the auditors,
                     but without any interference.

             3.2.2 - In cases of an-depth investigation and the need for a
                     detailing of processes and determination of causes, the
                     Internal Audit and Operational Risks Management cell can
                     choose to appoint third parties to perform such tasks, with
                     preference given to the personnel of the internal auditing
                     firm homologated and hired by the Corporation.

             3.2.3 - The Internal Audit and Operational Risks Management
                     Manager shall conduct the finding of facts process and
                     relevant responsibilities, drawing up reports on the way
                     undermentioned:

                     a) At the time the finding of facts or the suspicions are
                        disclosed

                        An initial partial report stating the facts known at the
                        moment and addressed to the Director
                        Superintendent/Director-President, with copies to the
                        Executive Directors, to the Director responsible for the
                        Facilities/ Process involved and to the Coordinator of
                        the Legal Department.

                     b) In the course of finding of facts and responsibilities

                        Interim partial reports whenever the relevant
                        disclosures are made, with the same distribution of
                        copies as that for the initial partial report.

                     c) At the conclusion of the finding of facts/
                        responsibilities


<PAGE>

--------------------------------------------------------------------------------
[Votorantim      |                                            CODE
Celulose e Papel |              CORPORATE POLICY                 PC.00.007
    Logo]        |--------------------------------------------------------------
                 |                PRESIDENCY                  SHEET
                 |                                                  13/6
--------------------------------------------------------------------------------
SUBJECT                                                       ISSUED ON
                                                                 06/26/2003
    INVESTOR RELATIONS AND FINANCE MANAGEMENT BUSINESS ETHICS ------------------
                                                              REVIEW No
                                                                    00
--------------------------------------------------------------------------------

                        A final report encompassing the contents of the partial
                        reports, addressed to the Director-Superintendent /
                        Director President, with copies to the Executive
                        Directors, to the Director responsible of the
                        Facilities/ Process involved and to the Coordinator of
                        the Legal Department and an Informative Brief Report to
                        all people holding positions in the upstream operational
                        responsibility line from the sector where the
                        responsible or suspected employee is assigned.

       3.3 - CONCLUSION OF OCCURRENCE FREE FROM DISHONESTY

             3.3.1 - In the instance where, after an independent evaluation
                     conducted by the Internal Audit and Operational Risks
                     Management Cell is conducted, a conclusion is reached that
                     the occurrence is free from dishonesty, the details and
                     amounts involved shall be reported in a Special Audit
                     Report addressed to the President, along with an
                     informative copy to all members of the Executive Management
                     and to the employee assigned, as well as a brief statement
                     of the facts encountered.

             3.3.2 - In order to take the advantage of learning from the
                     experience, such a communication shall include:

                     a) A description of the practice adopted versus the rules
                        of the Policy of Ethics;

                     b) An estimate of the loss to the Company, if any;

                     c) Factors that allowed the occurrence to happen;

                     d) Steps already taken to prevent similar occurrences.

             3.3.3 - No demand shall be made to that accused of dishonesty and
                     no disciplinary action shall be taken against an employee,
                     save if he formally admits his responsibility, i.e., being
                     conclusively caught in the dishonest act.

       3.4 - MISCONDUCT CONCLUSION

             3.4.1 - The conclusion as to the classification of the act as a
                     "Dishonest Practice" or when there is a lack of evidence
                     for such a conclusion, one should base himself on the
                     Auditing Reports issued, as per section 3.2 of this policy.

             3.4.2 - When an employee of any hierarchic level admits his
                     responsibility regarding a dishonest act against the
                     Company or is caught performing such a an act, his job
                     contract shall be immediately rescinded by just cause,
                     regardless of the amount of the loss resulting from his act
                     or of the possibility of winning in case a lawsuit is
                     brought against the Company by the employee contesting the
                     "just cause". Furthermore, all recourses available shall be
                     exhausted in such cases, in order to get from the
                     responsible person, on an amicable form, the recovery of
                     losses his act may have caused to the Company, before the
                     rescissory amounts are paid.

             3.4.3 - The efforts to get the reimbursement of losses, on an
                     amicable form, or at Court, if necessary, shall be started
                     by the main executive of the facilities / process, jointly
                     with the Legal Department Manager, as soon as the
                     responsibility of the dishonest act is duly known.


<PAGE>

--------------------------------------------------------------------------------
[Votorantim      |                                            CODE
Celulose e Papel |              CORPORATE POLICY                 PC.00.007
    Logo]        |--------------------------------------------------------------
                 |                PRESIDENCY                  SHEET
                 |                                                  14/6
--------------------------------------------------------------------------------
SUBJECT                                                       ISSUED ON
                                                                 06/26/2003
    INVESTOR RELATIONS AND FINANCE MANAGEMENT BUSINESS ETHICS ------------------
                                                              REVIEW No
                                                                    00
--------------------------------------------------------------------------------

             3.4.4 - In special instances where the main executive of the
                     facilities / process and/or the Human Development and
                     Organization Manager and/or the Legal Department Manager
                     are of the opinion that the political / strategic cost
                     resulting from a rescission of the job contract by just
                     cause is higher than the benefit provided to the internal
                     climate of the Company by the disclosure of such a
                     decision, they must secure from the Executive Director
                     concerned, or from the President of the Company, a written
                     authorization to terminate the job contract by means of a
                     resignation of the employee responsible for the dishonest
                     act.

       3.5 - CLARIFICATION OF DOUBTS

             Doubts concerning enforcement of the principles herein stated, also
             those in unforeseen situations shall be clarified with the Internal
             Audit and Organizational Risks Management Cell.

    4. ASSOCIATED BUSINESS RISKS

       4.1 - STRATEGIC ONES

             4.1.1 - Internal ones

                     Faulty communication

             4.1.2 - Of Information Assessment (for Decision Making)

                     Non-integrated business posture

       4.2 - OF COMPLIANCE

             4.2.1 - Internal ones

                     Lack of adherence to standards and procedures

             4.2.2 - External ones

                     Legal

                     Regulatory ones

       4.3 - OF AUTHORITY

             4.3.1 - Absence of a clear-cut leadership

             4.3.2 - Undetermined or in excess Authority limits



<PAGE>

--------------------------------------------------------------------------------
[Votorantim      |                                            CODE
Celulose e Papel |              CORPORATE POLICY                 PC.00.007
    Logo]        |--------------------------------------------------------------
                 |                PRESIDENCY                  SHEET
                 |                                                  15/6
--------------------------------------------------------------------------------
SUBJECT                                                       ISSUED ON
                                                                 06/26/2003
    INVESTOR RELATIONS AND FINANCE MANAGEMENT BUSINESS ETHICS ------------------
                                                              REVIEW No
                                                                    00
--------------------------------------------------------------------------------

       4.4 - OPERATIONAL

             4.4.1 - Of Integrity/ Ethics

                     Illegalities

                     Frauds

                     No-authorized use

                     Unethical management

    5. ENCLOSURES

       Non-Applicable.


<PAGE>

--------------------------------------------------------------------------------
[Votorantim      |
Celulose e Papel |                        VOUCHER
    Logo]        |--------------------------------------------------------------
                 |                         DHO
                 |
--------------------------------------------------------------------------------
SUBJECT
            RECEIPT VOUCHER AND AWARENESS OF ETHICAL POLICIES OF VCP

--------------------------------------------------------------------------------


    I, ____________________________________________________________________,

    Declare that I have received and I am aware of the contents of the policies
    of Ethics of Votorantim Celulose e Papel S.A., namely:

    PC00.004 - BUSINESS ETHICS POLICY               ____________________________
                                                         Initials of Employee


    PC00.006 - INVESTOR RELATIONS

    AND FINANCE MANAGEMENT BUSINESS ETHICS          ____________________________
                                                         Initials of Employee


    PC00.007 - ETHICAL/PROFESSIONAL MISCONDUCT      ____________________________
                                                         Initials of Employee


    I am also aware that such corporate policies are available in the Intranet
    in the Documentos On Line (DOL) system, being under my responsibility to
    check whether possible amendments have been made to such policies.




    ______________________,_____ of ___________________of 200__





    Aware:



    Signature of the employee:

    CPF:

    CIC:

    DRT: