Free
translation from Portuguese




Exhibit
Number: 3.1.1





INVESTMENT
AGREEMENT





By this
private Investment Agreement (“Investment
Agreement”), the following Parties:





On the
one part,





I. BNDES PARTICIPAÇÕES S.A. –
BNDESPAR, wholly-owned subsidiary of the National Bank of Economic and
Social Development – BNDES, with its principal place of business in the City of
Brasília, Federal District, in the South Banking Sector, Suite 1, Block “J”,
BNDES Building, 12th and
13th
floors, and with offices in the City of Rio de Janeiro, State of Rio de Janeiro,
at Avenida República do Chile, 100 part, enrolled with the National Corporate
Taxpayers Register of the Ministry of Finance under CNPJ/MF No.
00.383.281/0001-09, herein represented pursuant to its By-laws (“BNDESPAR”);





And, on
the other part,





II. VOTORANTIM INDUSTRIAL
S.A., with its principal place of business in the City of São Paulo,
State of São Paulo, at Rua Amauri, 255/13th floor,
suite A, enrolled with the National Corporate Taxpayers Register of the Ministry
of Finance under CNPJ/MF No. 03.407.049/0001-51, herein represented pursuant to
its By-laws (“VID”);
and





III. VOTORANTIM CELULOSE E PAPEL
S.A., a publicly-held company with its principal place of business in the
City of São Paulo, State of São Paulo, at Alameda Santos 1357, 6th floor,
enrolled with the National Corporate Taxpayers Register of the Ministry of
Finance under CNPJ/MF No. 60.643.228/0001-21, herein represented pursuant to its
By-laws (“VCP”
or the “Company”),





BNDESPAR,
VID and VCP are referred to jointly as “Parties”, and
separately and indistinctively as “Party”.





And as
intervening consenting party,





IV. II. VOTORANTIM PARTICIPAÇÕES
S.A., with its principal place of business in the City of São Paulo,
State of São Paulo, at Rua Amauri, 255/10th floor,
enrolled with the National Corporate Taxpayers Register of the Ministry of
Finance under CNPJ/MF No. 61.082.582/0001-97, herein represented pursuant to its
By-laws (“VPAR”).





RECITALS





WHEREAS VCP, through its
wholly-owned subsidiary Newark Financial Inc., a company existing according to
the laws of the British Virgin Islands, is the indirect owner of one hundred and
twenty-seven million, five hundred and six thousand, four hundred and
fifty-seven (127,506,457) common shares issued by ARACRUZ CELULOSE S.A., a
publicly-held company with its principal place of business in the City of
Aracruz, State of Espírito Santo, at Barra do Riacho, no number, km 25, enrolled
with the National Corporate Taxpayers Register of the Ministry of Finance under
CNPJ/MF No. 42.157.511/0001-61 (“ARACRUZ”),
representing approximately twenty-eight point zero three percent (28.03%) of the
voting capital of ARACRUZ;








WHEREASon August 2, 2008, VID
presented to the Lorentzen, Moreira Salles and Almeida Braga Families (the
“Families”) a
firm, unconditional, irrevocable and irreversible proposal for the acquisition
by itself or by a controlled company of one hundred and twenty-seven million,
five hundred and six thousand, four hundred and fifty-seven (127,506,457) common
shares issued by ARACRUZ (the “Proposal”),
representing approximately twenty-eight point zero three percent (28.03%) of the
voting capital of ARACRUZ (the “ARACRUZ
SHARES”);





WHEREASon this date, VID, VCP
and the Families closed negotiations aimed at implementing the subject matter of
the Proposal (the “Reviewed
Proposal”);





WHEREAS ARAINVEST PARTICIPAÇÕES S.A.,with its principal place
of business in the City of São Paulo, State of São Paulo, at Av. Paulista 2100,
enrolled with the National Corporate Taxpayers Register of the Ministry of
Finance under CNPJ/MF No. 06.139.408/0001-25 (“ARAINVEST”), owner of
one hundred and twenty-seven million, five hundred and six thousand, four
hundred and fifty-seven (127,506,457) common shares issued by ARACRUZ (“ARACRUZ SHARES OF
ARAINVEST”), has preemptive rights to acquire the ARACRUZ SHARES or tag
along rights of the ARACRUZ SHARES OF ARAINVEST, and it may exercise any of such
rights against VCP within ninety (90) days counted as from the date when it is
notified of the Reviewed Proposal;





WHEREASARAINVEST shall be
notified pursuant to the terms hereof to pronounce itself about exercising its
preemptive rights to acquire the ARACRUZ SHARES (“ARAINVEST Preemptive
rights”) or its tag along rights (“ARAINVEST Tag
Along”);





WHEREASVCP intends to acquire
the ARACRUZ SHARES and the ARACRUZ SHARES OF ARAINVEST;





WHEREASaccording to its
guidelines and purposes, BNDESPAR is interested in participating in the project
involving the acquisition of the ARACRUZ SHARES and the ARACRUZ SHARES OF
ARAINVEST by VCP (the “Acquisition”) for the
purposes of: (i) integrating the activities of VCP and ARACRUZ, with such union
resulting in the largest pulp producer in the world (the “Merger”); and (ii)
providing for the subsequent adhesion of VCP into the New Market of
BM&FBOVESPA S.A. –Commodity and Futures Exchange (the BOVESPA), thus
adapting its By-laws to the New Market Listing Regulations issued by the BOVESPA
(the Acquisition along with stages (i) and (ii) above are hereinafter referred
to as the “Transaction”);
and





WHEREASin order to render the
Transaction possible, funds are necessary as defined in this Investment
Agreement, and BNDESPAR is interested in making an investment upon subscription
and payment of debentures issued by VID as well as upon contribution of capital
to VCP provided that VID, along with BNDESPAR, also participates in VCP’s
capital increase.





NOW, THEREFORE, the Parties
decide to enter into this Investment Agreement pursuant to the following terms
and conditions, with which they agree to comply and to ensure
compliance.





CHAPTER I – SUBJECT
MATTER





1.1. The
subject matter of this agreement is to govern the terms and conditions according
to which VID and BNDESPAR shall make the necessary investments so that VID and
VCP can carry out the Acquisition and complete the other stages of the
Transaction.








CHAPTER II –
INVESTMENT





2.1. VCP
estimates that the Transaction may involve funds of up to four billion, two
hundred and fifty-five million Reais
(R$4,255,000,000.00).





2.2.
After having fully complied with the Conditions Precedent listed in Chapter IV
below as well as the Representations and Warranties set forth in Chapter V,
BNDESPAR undertakes to make an investment in VID and VCP in the total amount of
up to three billion, two hundred and twenty-eight million, one hundred and
eighty-five thousand, two hundred and eighty-seven Reais and ninety-two cents
(R$3,228,185,287.92), divided into different stages according to the structure
and conditions detailed below (the “BNDESPAR
Investment”).





2.3. As
detailed below, VID undertakes to contribute to the completion of the
Transaction with funds in the amount of six hundred million Reais (R$600,000,000.00) (the
“VID
Investment”).





2.4. The
funds arising from the BNDESPAR Investment and the VID Investment shall be
allocated by VID and VCP to adapt the capital structure of VCP in order to allow
for the implementation of the Transaction and related events, as determined
herein.





CHAPTER III – TRANSACTION
STRUCTURE AND PERIODS





3.1. In
compliance with the provisions of Chapters IV and V below, the Parties, as
applicable, undertake to comply with the following obligations and stages aimed
at the completion of the Transaction:





3.1.1.
Relevant
Matter: On the Closing Date, as defined in Chapter VI below, VCP shall
publish a Relevant Matter informing the market of all the terms and stages of
the Transaction, including the Migration and OPA conditions as defined below
(the “Relevant
Matter”) and shall request that ARACRUZ managers disclose the publication
of the Relevant Matter to its shareholders.





3.1.2.
Issuance of
Debentures: on the Closing Date, VID shall issue debentures in two series
in the total amount of six hundred and twenty-eight million, five hundred and
eighty-five thousand, three hundred and forty-one Reais (R$628,585,341.00),
with floating and personal guarantees and with a clause on exchange for common
shares issued by VCP, the issuance date of which shall correspond to the Closing
Date pursuant to the terms included in the draft deed of issuance of debentures
(the “Deed”)
attached (Exhibit
3.1.2) to this Investment Agreement (the “Debentures”).





3.1.3.
Subscription and
Payment of the Debentures by BNDESPAR: the Debentures shall be subscribed
and paid in by BNDESPAR as follows.





3.1.3.1.
Up to three (3) business days preceding the financial settlement of the
acquisition of the ARACRUZ SHARES OF ARAINVEST resulting from the exercise of
the ARAINVEST Tag Along,BNDESPAR shall
subscribe and pay in the first series of Debentures in the amount of four
hundred million and eight Reais (R$400,000,008.00) in
Brazilian currency (Initial Investment from
BNDESPAR). If the ARAINVEST Tag Along is not exercised, there shall be no
Initial Investment from BNDESPAR.





3.1.3.2.
The second series of Debentures in the amount of two hundred and twenty-eight
million, five hundred and eighty-five thousand, three hundred and thirty-three
Reais
(R$228,585,333.00) shall be subscribed and paid in by BNDESPAR as set forth in
Section 3.1.9 below.





3.1.3.3.
At the time of subscription and payment of each series of Debentures, VID shall
pay BNDESPAR, as a charge for subscription of securities, an amount equivalent
to zero point five percent (0.5%) of the total amount of the price of
subscription and payment regarding all the Debentures that may be subscribed and
paid in by BNDESPAR.








3.1.3.4.
BNDESPAR hereby undertakes not dispose of the Debentures to third
parties.





3.1.4.
Advance for Future
Capital Increase (AFAC): up to the third (3rd)
business day after the Closing Date, VID shall pay the amount of six hundred
million Reais
(R$600,000,000.00) as an advance for future capital increase (the “Initial AFAC”) by
using its own funds regarding the VID Investment.





3.1.4.1.
Up to the third (3rd)
business day after the Closing Date, VID shall pay the amount of four hundred
million and eight Reais
(R$400,000,008.00) as an advance for future capital increase of VCP (the “Additional AFAC”) by
using its own funds regarding the Initial Investment from BNDESPAR, if such
investment is completed no later than the commencement of the period to exercise
the preemptive rights in the Capital Increase, as defined below.





3.1.5.
Acquisition: Up
to the third (3rd)
business day after the Initial AFAC has been made, VCP shall acquire the ARACRUZ
SHARES. Up to the third (3rd)
business day after the Initial Investment from BNDESPAR has been made, VCP shall
acquire the ARACRUZ SHARES OF ARAINVEST.





3.1.6.
Migration to
VCP: The Relevant Matter shall inform the market that after the
acquisition of the ARACRUZ SHARES OF ARAINVEST has been completed, a request for
registration of a public offering for acquisition of the outstanding common
shares issued by ARACRUZ shall be presented, in accordance with article 254-A of
Law No. 6404/76 and CVM Instruction No. 361/02. The shareholders owning such
common shares issued by ARACRUZ (the “minority shareholders of ARACRUZ”) shall,
even before the presentation and settlement of the OPA, as defined below, have
the possibility to subscribe preferred shares issued by VCP in VCP’s Capital
Increase by private subscription, by using the common ARACRUZ shares that they
own to pay in the shares issued by VCP for the price defined for the OPA in
Section 3.1.11.1 (ii) hereof, as detailed below (the “Migration”).





3.1.6.1.
Up to the fifth (5th)
business day after the Closing Date, VCP may contact the main minority
shareholders owning common ARACRUZ shares in order to clarify the details of the
Transaction, as announced in the Relevant Matter, even with regard to the
possibility of Migration, which is subject, like the OPA, to the completion of
the acquisition of the ARACRUZ SHARES OF ARAINVEST.





3.1.6.2.
In the event that, after the result of the subscription of the Capital Increase
as defined below, there are not sufficient shares issued by VCP to permit the
Migration in its entirety, a distribution shall take place in compliance with
the following priority: (i) those who pay in with shares issued by ARACRUZ or
with credits resulting from the Acquisition; (ii) those who pay in with
Brazilian currency. A proportional distribution shall be adopted, if necessary,
for those who pay in shares issued by ARACRUZ or with credits.





3.1.6.3.
As described below, Minority Shareholders of ARACRUZ who for any reason have not
fully completed the Migration shall be entitled to adhere to the
OPA.





3.1.7.
Capital
Increase: up to the fifth (5th)
business day after the completion of acquisition of the ARACRUZ SHARES, VCP may
call a Special Shareholders’ Meeting in order to pass resolutions on an increase
of the capital stock (“AGE Call Notice”) in
a minimum amount corresponding to the BNDESPAR Investment plus the VID
Investment and the maximum amount of four billion, two hundred and fifty-five
million Reais
(R$4,255,000,000.00), with the issuance of new common and preferred shares at an
issuance price of nineteen Reais (R$19.00) each,
determined based on the criterion set forth in article 170, paragraph 1, item
III of Law 6404/76 (the “Corporation Law”) for
private subscription (the “Capital
Increase”).








3.1.7.1.
In the event of failure of acquisition of the ARACRUZ SHARES OF ARAINVEST, (i)
the BNDESPAR Investment shall be of up to two billion and two Reais (R$2,000,000,002.00),
(ii) the amount of the Capital Increase shall be of up to two billion, six
million and two Reais
(R$2,600,000,002.00), (iii) there shall be no Initial Investment from BNDESPAR
and, as a consequence, (iv) there shall be no Additional AFAC, and such
possibility shall be reflected in the AGE Call Notice.





3.7.1.2.
The price of issuance of the VCP common and preferred shares in the Capital
Increase shall be the same.





3.1.7.3.
VCP shareholders shall be entitled to preemptive rights to subscribe shares
issued in the Capital Increase in the proportion of the number of shares issued
by VCP which they own, pursuant to the Corporation Law and according to the
shareholding position on the date of publication of the notice to shareholders
on the Capital Increase. Such right shall be ensured for the term of thirty (30)
days, subject to extension for the time necessary to wait for a statement on the
ARAINVEST Tag Along, if such statement was not rendered within the thirty (30)
initial days.





3.1.7.4.
VID hereby agrees to assign free of charge or to waive its preemptive rights to
subscribe VCP shares on behalf of BNDESPAR in the Capital Increase, except for
the portion necessary for subscription of the shares corresponding to the full
capitalization of the Initial AFAC and, as the case may be, the Additional AFAC
or the Initial Investment from BNDESPAR, if such investment has been made after
the commencement of the period to exercise the preemptive rights in the Capital
Increase.





3.1.7.5.
VID hereby agrees to pass a resolution on the Capital Increase in order to
permit the Migration.





3.1.7.6.
The AGE Call Notice shall include an item that, in compliance with the
provisions of article 256, paragraph 1 of the Corporation Law, subjects the
Acquisition to ratification by the Special Shareholders’ Meeting of
VCP.





3.1.7.7.
If necessary, the AGE Call Notice shall include an item to pass a resolution on
the increase of limits of the authorized capital determined in article 33 of VCP
by-laws, with due regard for the current proportion between common shares and
preferred shares set forth in such provision.





3.1.8.
Subscription and
Payment of the Capital Increase: the Parties shall subscribe and pay in
the Capital Increase as follows.





3.1.8.1.
VID hereby agrees to guarantee the subscription and payment within the term to
exercise the preemptive rights of (i) thirty-one million, five hundred and
seventy-eight thousand, nine hundred and forty-seven (31,578,947) common shares
issued by VCP upon full capitalization of the Initial AFAC; (ii) the equivalent
in common shares upon capitalization of the amount corresponding to the funds
paid in by BNDESPAR in the second series of Debentures, pursuant to Section
3.1.9 below; and, as the case may be, (iii) twenty-one million and fifty-two
thousand, six hundred and thirty-two (21,052,632) common shares issued by VCP
upon full capitalization of the Additional AFAC or of the Initial Investment
from BNDESPAR, if such investment is completed after the commencement of the
period to exercise the preemptive rights in the Capital Increase, and VID hereby
agrees to bind the number of common shares necessary to guarantee the exchange
of Debentures by BNDESPAR, as set forth in Section 3.1.13
below.








3.1.8.2.
BNDESPAR hereby agrees to guarantee, within the term to exercise the preemptive
rights and in the event of excess, until the final period for subscription of
excess of shares in the Capital Increase, the subscription and payment of up to
one hundred and thirty-nine million, three hundred and seventy-eight thousand,
one hundred and seventy-three (139,378,173) common shares issued by VCP in the
total amount of two billion, six hundred and forty-eight million, one hundred
and eighty-five thousand, two hundred and eighty-seven Reais (R$2,648,185,287.00)
(the “BNDESPAR
Investment to Subscribe Preferred Shares”). Out of such amount, up to
ninety-five million, seven hundred and eighty-nine thousand, four hundred and
seventy-four (95,789,474) preferred shares shall be subscribed and paid in cash
in the amount of up to one billion, eight hundred and twenty million and six
Reais
(R$1,820,000,006.00) (the “BNDESPAR Investment in
cash”).





3.1.8.3.
BNDESPAR shall use the difference in the total amount of eight hundred and
twenty-eight million, one hundred and eighty-five thousand, two hundred and
seventy-seven Reais and
ninety-two cents (R$828,185,277.92) to subscribe and pay in up to forty-three
million, five hundred and eighty-eight thousand, six hundred and ninety-eight
(43,588,698) preferred shares issued by VCP by means of the Migration, and
BNDESPAR hereby agrees to make such option (the “BNDESPAR Investment by
Migration”).





3.1.8.4.
In the event of failure of acquisition of the ARACRUZ SHARES OF ARAINVEST, the
maximum BNDESPAR Investment to Subscribe Preferred Shares shall be reduced to
the amount of eight hundred and seventy-six million, seven hundred and seventy
thousand, six hundred and fourteen Reais and ninety-two cents
(R$876,770,614.92).





3.1.8.5.
The subscription and payment of shares by BNDESPAR in the Capital Increase as
set forth in Sections 3.1.8.2, 3.1.8.3 and 3.1.8.4 above shall be subject to the
proof of subscription and payment of shares by VID as set forth in Sections
3.1.8.1 and 4.2 below.





3.1.8.6.
At the time of subscription of shares in the Capital Increase, VCP shall pay
BNDESPAR, as a charge for subscription of securities, an amount equivalent to
zero point five percent (0.5%) of the total amount of the price of subscription
and payment regarding all the shares effectively subscribed and paid in by
BNDESPAR in Brazilian currency.





3.1.8.7.
After the Capital Increase has been completed, the Board of Directors of VCP
shall, if necessary, call a Special Shareholders’ Meeting to ratify said
increase and to determine that the depository financial institution of the VCP
shares update the list of shareholders in order to reflect the new shareholding
structure of the Company.





3.1.9.
Subscription and
Payment of the second series of Debentures by BNDESPAR: in the event of
exercising of the ARAINVEST Tag Along, BNDESPAR shall also subscribe and pay in
the equivalent to one hundred and seventy-nine million, nine hundred and
ninety-nine thousand, nine hundred and ninety-six (179,999,996.00) of the second
series of Debentures (the BNDESPAR Investment to Subscribe Preferred Shares in
conjunction with the subscription and payment of the second series of
Debentures, the “Additional Investment from
BNDESPAR”) on the date of subscription and payment of the preferred
shares by BNDESPAR in the Capital Increase pursuant to Sections 3.1.8.2, 3.1.8.3
and 3.1.8.4.





3.1.9.1.
If the ARAINVEST Tag Along rights are not exercised, BNDESPAR shall subscribe
and pay in all the second series of Debentures in the amount of two hundred and
twenty-eight million, five hundred and eighty-five thousand, three hundred and
thirty-three Reais
(R$228,585,333.00).








3.1.9.2.
On the date of payment of the second series of Debentures by BNDESPAR, VID shall
pay in the common shares issued by VCP in the Capital Increase in the equivalent
amount by using the funds of the second series of Debentures.





3.1.10.
Shareholders’
Agreement: the shareholders’ agreement that VID and BNDESPAR hereby
undertake to enter into in the form of the draft attached hereto (Exhibit
3.1.10)(the “Shareholders’ Agreement”) shall become effective on the closing
date of the Capital Increase and necessarily after the subscription and payment
of shares by BNDESPAR.





3.1.11.
Public Offering for
Acquisition of Shares: Up to the fifteenth (15th) day
after implementation of the Acquisition, VID shall register with the Securities
Commission – CVM (the “CVM”) a public
offering for acquisition of shares pursuant to article 254-A of Law No. 6404/76
and CVM Instruction No. 361/02, intended for the Minority Shareholders of
ARACRUZ (the “OPA”).





3.1.11.1.
The Minority Shareholders of ARACRUZ that have not fully participated in the
Migration shall be entitled to (i) the equivalent to eighty percent (80%) of the
price per share set for the Acquisition under the same terms and conditions of
the Reviewed Proposal or (ii) fourteen Reais and fifty-six cents
(R$14.56) per share, on demand, equivalent to eighty percent (80%) of the price
per share set for the Acquisition.





3.1.12.
Merger: In up
to two hundred and seventy (270) days as of the date of issuance of the
Debentures, VID and VCP agree to call and hold shareholders’ meetings of VCP and
ARACRUZ in order to analyze the merger of all the shares issued by ARACRUZ (the
“Merger”), in
which VID and VCP shall vote in favor of the Merger in accordance with the terms
and conditions that may be approved by the respective Boards of Directors of the
companies involved, and the Parties hereby agree that the definition of the
exchange relation between the shares issued by VCP and the shares issued by
ARACRUZ shall be preferably based on the market value of the shares issued by
said companies, with due regard for the recommendations of the special
committees to be formed pursuant to Section 3.1.12.3. below.





3.1.12.1.
Upon occurrence of the ARAINVEST Tag Along, the Merger shall take place within
one hundred and eighty (180) days counted as from the date of such
event.





3.1.12.2.
If compliance with any of the periods mentioned in Sections 3.1.12 and 3.1.12.1
is not possible for reasons that are alien to the will of the Parties, VID and
VCP shall call shareholders’ meetings necessary for the Merger on the business
day following the day of the OPA settlement.





3.1.12.3.
In order to commence the measures necessary for the completion of the Merger,
VID and VCP shall ensure that VCP and ARACRUZ timely form the independent
special committees covered by CVM Advisory Opinion No. 35, dated September 1,
2008, and shall hire the financial institutions that shall be responsible for
preparing appraisal reports of the net assets of VCP and ARACRUZ for the
purposes of calculating the exchange relation of the shares in the
Merger.





3.1.13.
Exchange of
Debentures: Up to the fifth (5th)
business day after the Merger has been approved, with due regard for the terms
and conditions of the Deed, BNDESPAR agrees to request that VID exchange the
Debentures for common shares issued by VCP for the price per share equal to the
price set for the Capital Increase covenanted in the first two hundred and
seventy (270) days for the accumulated variation of the daily average
Extra-group DI (Interbank Deposit of one day) rates, calculated and disclosed by
CETIP S.A. – Organized Over-the-counter Assets and Derivatives Market, as set
forth in the Deed, after which the Debentures shall be
terminated.







3.1.13.1.
Once the exchange of Debentures has been requested, VID shall make available to
BNDESPAR common shares issued by VCP subject to exchange until the fifth (5th)
business day after the request for exchange.





3.1.13.2.
The failure to approve the Merger by act or omission of VID shall entitle
BNDESPAR to exercise the BNDESPAR Put Option as defined in Section 3.1.15. below
and governed by the agreement attached to this Investment
Agreement.





3.1.14.
Adhesion to the
BOVESPA’s New Market: VID and VCP agree, provided that the Criterion for
Adhesion to the New Market has been verified as defined below, to adopt all the
necessary measures so that VCP can adhere to the BOVESPA’s New Market, thereby
adapting its by-laws to the New Market Listing Regulations (the “Adhesion to the New
Market”), based on the exchange relation of one (1) preferred share to
each zero point ninety-one (0.91) common share.





3.1.14.1.
The Criterion for Adhesion to the New Market contemplated above shall be deemed
verified if thirty-five percent (35%) of the variable averages of closing rates
of preferred shares issued by VCP in the last sixty (60) days, with at least
forty percent (40%) of such percentage corresponding to consecutive periods,
reach an amount exceeding the equity value of said shares, ascertained based on
the last balance sheet approved at a shareholders’ meeting (the “Criterion for Adhesion to
the New Market”).





3.1.14.2.
For the purposes of ascertainment of the Criterion for Adhesion to the New
Market, successive periods of one hundred and eighty (180) days shall be taken
into account, the first of which shall be counted as from the date of issuance
of the Debentures. The variable averages above shall be verified on a daily
basis in each of such periods. At the end of each of such periods, the variable
averages verified in the immediately preceding period shall be disregarded and a
new verification shall take place.





3.1.14.3.
The ascertainment of the Criterion for Adhesion to the New Market in the first
two periods shall only commence as from the date of the Merger. Should the
Merger take place in the first period of one hundred and eighty (180) days, the
verification of the variable averages shall commence on the first day of the
subsequent period. Should the Merger take place in the second period, the
verification of the variable averages shall commence in the third period. As
from the third period, the ascertainment of the Criterion for Adhesion to the
New Market shall occur irrespective of the Merger.





3.1.14.4.
After the Criterion for Adhesion to the New Market has been verified, VID and
VCP shall ensure that in the sixty (60) subsequent days an announcement of the
VCP relevant matter about Adhesion to the New Market is published and the
necessary shareholders’ meetings are called to pass resolutions on said
adhesion.





3.1.14.5.
For the purposes of compliance with the obligation set forth in Section 3.1.14.,
VID hereby agrees to take all the necessary measures, including its favorable
vote at shareholders’ meetings in order to implement the necessary amendments to
VCP’s by-laws as well as to ensure that if the legal quorum for approval at a
special shareholders’ meeting has not been reached on first call, a special
shareholders’ meeting of owners of preferred shares issued by VCP take place on
second call.





3.1.14.6.
In order to make the adhesion to the New Market possible and provided that the
conditions mentioned in this Section 3.1.14 are met, BNDESPAR shall vote at
annual and special shareholders’ meetings in favor of the conversion of
preferred shares issued by VCP into common shares.








3.1.14.7.
If the Criterion for Adhesion to the New Market is verified and VID and/or VCP
fail to comply with the provisions of Section 3.1.14.4 and 3.1.14.5 above,
BNDESPAR may exercise its put option of shares issued by VCP owned by it, as
contemplated in the agreement attached hereto, mentioned in Section
3.1.15.





3.1.14.8.
If, although all the measures for Adhesion to the New Market incumbent upon VID
and VCP pursuant to this Investment Agreement have been adopted and the
Criterion for Adhesion to the New Market has been verified, the Adhesion to the
New Market has not been implemented for reasons that are alien to the will of
VID and VCP at the end of one (1) year counted as from the date of the
shareholders’ meetings mentioned in Section 3.1.14.6 above, VID or VCP shall
renew the measures established in Sections 3.1.14.4 and 3.1.14.5, unless the
Criterion for Adhesion to the New Market is not verified on said occasion, in
which event the renewal of the measures shall take place as soon as the
Criterion for Adhesion to the New Market is verified. The procedure set forth in
this Section shall be repeated successively at each one (1)-year
period.





3.1.14.9.
If, although all the measures for Adhesion to the New Market incumbent upon VID
and VCP pursuant to this Investment Agreement have been adopted and the
Criterion for Adhesion to the New Market has been verified, the Adhesion to the
New Market has not been implemented for reasons that are alien to the will of
VID and VCP at the end of four (4) years counted as from the date of issuance of
the Debentures, BNDESPAR may exercise the BNDESPAR Put Option as defined in
Section 3.1.15 below and to this Investment Agreement.





3.1.14.10.
If the Criterion for Adhesion to the New Market has not been verified after four
(4) years as from the date of issuance of Debentures, BNDESPAR may also exercise
the put option of the shares issued by VCP owned by it, as governed by the
agreement attached hereto contemplated in Section 3.1.15.





3.1.15.
Call Options and Put
Options: Pursuant to the Call Option and Put Option Agreement of Common
and Preferred Shares Issued by VCP (Exhibit 3.1.15), the following is
established: (i) VID’s right rather than obligation to acquire from BNDESPAR a
certain number of common shares issued by VCP under certain conditions and (ii)
BNDESPAR’s right rather than obligation to sell to VID a certain number of
preferred and/or common shares issued by VCP under certain
conditions.





CHAPTER IV – CONDITIONS
PRECEDENT





4.1. The
Initial Investment from BNDESPAR as well as other obligations of BNDESPAR
contemplated herein regarding said investment shall be subject to full
compliance with the following formalities in a manner deemed acceptable by
BNDESPAR (Conditions
Precedent for the Initial Investment from BNDESPAR):





(a)
submission to BNDESPAR of a document formalizing the Reviewed Proposal and
containing the Families’ formal acceptance with the final terms and conditions
negotiated among VID, VCP and the Families for the acquisition of the ARACRUZ
SHARES, to wit: aggregate price of two billion, seven hundred and ten million
Reais(R$2,710,000,000.00), to be paid in six (6) semiannual installments, of
which the first four shall be in the amount of five hundred million Reais (R$500,000,000.00)
each, the fifth in the amount of four hundred and ten million Reais (R410,000,000.00), and
the sixth and last installment in the amount of three hundred million Reais(R$300,000,000.00), all
without indexation, and one hundred million Reais (R$100,000,000.00) from
the amount of the second installment shall be credited to the Families to be
used in the payment of any excess of shares to be subscribed in the Capital
Increase;








(b)
submission to BNDESPAR of a document formalizing ARAINVEST’s exercise of the
ARAINVEST Tag Along within the scope of the Acquisition and under the exact
terms and conditions of the Reviewed Proposal as described in item (a) above,
necessarily containing the date set forth for the financial settlement of the
acquisition of the ARACRUZ SHARES OF ARAINVEST;





(c)
publication of the Relevant Matter pursuant to the provisions of Section
3.1.1;


(d)
evidence that the creditor financial institutions representing eight percent
(80%) of the face value of all the debts due and arising from the derivatives
agreements mentioned in ARACRUZ’s relevant matters published on September 25 and
October 2, 2008, negotiated with ARACRUZ and expressly adhered, even by
electronic mail, to the term sheet (the “Pre-Agreement”), binding on the parties
and containing the essential conditions for refinancing said debts, such
conditions being deemed acceptable by BNDESPAR, and the provision for the
consequent termination of the derivatives agreements mentioned in said relevant
matters;





(e)
evidence, upon submission of a legal opinion from a law firm with reputable
technical capability and specialization accepted by BNDESPAR, that the
Pre-Agreement is binding on the parties thereto;





(f)
submission of the Minutes of the Special Shareholders’ Meeting of VID, duly
filed with the Commercial Registry of the State of São Paulo, in which the
issuance of the Debentures has been duly approved pursuant to the
Deed;





(g)
submission of the Debentures Deed duly filed with the Commercial Registry of the
State of São Paulo;


(sic)


(h)
submission of the subscription list and the receipt of payment of the first
series of Debentures;





(g)(sic)
submission by VID and VCP of a Debt Clearance Certificate Regarding Social
Security Contributions and Third Parties – CND (or a Liability Certificate with
Clearance Effects) issued by Brazil’s Federal Revenue Office;





(h)
submission by VID and VCP of a Certificate of Good Standing with the
Unemployment Compensation Fund (FGTS) issued by the Federal Savings
Bank;





(i)
inexistence of a default of any kind before the BNDES System on the part of VCP,
VID or a company of the economic group to which they belong, with economic group
being defined pursuant to the Provisions Applicable to BNDES Agreements attached
hereto;





(j)
inexistence of a new economic-financial fact which, according to the evaluation
of the BNDES System, may prevent the completion of the Transaction and/or
significantly undermine the payment capacity of VID and VCP;





(k)
inexistence of enrollment of VID and VCP with the Employers Record stating that
they have maintained workers in conditions similar to slave labor conditions,
created by Ordinance No. 540, dated October 15, 2004, of the Ministry of Work
and Employment, to be verified by the BNDES upon INTERNET inquiry at the address
www.mte.gov.br;





(l)
inexistence of a final sentence not subject to appeal regarding the performance
of acts by VID and VCP resulting in violation of laws against race or gender
discrimination, child labor or slave labor; and





(m)
submission by VID and VCP of other documents required by applicable laws or
rules that are necessary for the completion of the BNDESPAR
Investment.








4.1.1.
The condition precedent set forth in letter (b) of Section 4.1. above shall only
be required by BNDESPAR if the ARAINVEST Tag Along is exercised.





4.2. In
addition to the Conditions Precedent for the Initial Investment from BNDESPAR
and the Additional Investment from BNDESPAR, as regulated hereunder, as well as
the other obligations of BNDESPAR related to said investments shall be subject
to full compliance with the following formalities in a manner deemed acceptable
by BNDESPAR:





(a)
evidence that ARACRUZ entered into a final agreement pursuant to the terms and
conditions defined in the Pre-Agreement (the “Final Agreement”)
with the creditor financial institutions representing eighty percent (80%) of
the face value of all the debts due and arising from the derivatives agreements
mentioned in ARACRUZ’s relevant matters published on September 25 and October 2,
2008 (the “Debt”), accompanied
by evidence, upon submission of a legal opinion from a law firm with reputable
technical capability and specialization accepted by BNDESPAR, that the Final
Agreement is valid and effective as well as binding on the parties thereto,
or submission
of a legal opinion from a law firm with reputable technical capability and
specialization accepted by BNDESPAR stating that (a) the Pre-Agreement remains
binding on the parties thereto and (b) there is no legal impediment to the
regular execution of the Final Agreement pursuant to the terms and conditions
defined in the Pre-Agreement;





(b)
submission of the final purchase and sale agreement formalizing the acquisition
of the ARACRUZ SHARES and, as the case may be, the acquisition of the ARACRUZ
SHARES OF ARAINVEST, containing the terms and conditions of the Reviewed
Proposal according to which the ARACRUZ SHARES were acquired and, as the case
may be, the ARACRUZ SHARES OF ARAINVEST, accompanied by evidence, through a
document issued by the depository financial institution of the VCP shares
stating that the ARACRUZ SHARES and, as the case may be, the ARACRUZ SHARES OF
ARAINVEST are directly or indirectly owned by VCP;





(c)
submission of a due diligence report to be prepared by an audit of reputable
specialization certifying in relation to
ARACRUZ (i) the effective transformation of ninety-seven percent (97%) of
the derivatives transactions with derivatives into the Debt, as announced in the
relevant matter disclosed on November 3, 2008; (ii) the total amount and payment
conditions of the derivatives transactions mentioned in the relevant matters of
ARACRUZ published on September 25 and October 2, 2008, still outstanding; (iii)
the total amount of the Debt; (iv) the restructuring of at least eighty percent
(80%) of the total face value of the Debt and the amortization period conditions
and the cost of said restructuring, (v) the total amount, amortization period
and cost regarding the portion of twenty percent (20%) of the total face value
of the Debt if it has not been restructured yet; (vi) that the maximum financial
net indebtedness of ARACRUZ on the Closing Date does not exceed an amount in R$
equivalent to four billion and five hundred million US Dollars
(US$4,500,000,000.00); and certifying in relation to VCP
that (i) the maximum financial net indebtedness of VCP on the Closing Date does
not exceed an amount in R$ equivalent to five billion US Dollars
(US$5,000,000,000.00); and the parties hereby agree that the conditions
mentioned in items (ii), (iv) and (v) of this item (c) are subject to the
approval of BNDESPAR;





(d)
submission of the minutes of the shareholders’ meeting of VCP in which the
Capital Increase has been duly approved pursuant to this Investment Agreement,
in due compliance with applicable legal formalities;





(e)
submission of an instrument of assignment by VID on behalf of BNDESPAR
concerning the preemptive rights that it has in the Capital Increase as defined
herein;





(f)
submission of the subscription lists and the receipt of payment of shares issued
by VCP and the second series of Debentures issued by VID relative to the
Additional Investment from BNDESPAR;





(g)
submission of the subscription lists and a document proving the payment of
shares issued by VCP corresponding to the VID Investment and the Additional
AFAC;


(h)
submission by VID and VCP of the certificate of good standing set forth in
Section 4.1., letters (g) and (h); and





(i)
compliance with the provisions of Section 4.1.; letters (i) and
(m).





CHAPTER V – REPRESENTATIONS
AND WARRANTIES OF VID, VCP AND VPAR





5.1. VID,
VCP and VPAR represent and warrant to BNDESPAR that:





(a) the
execution of this Agreement as well as the undertaking of and compliance with
obligations arising herefrom do not depend on any authorizations from its
decision-making and executive bodies nor do they depend on any prior resolutions
from the shareholders that may be required by virtue of any agreements, which
have not already been obtained prior to the execution hereof;





(b) its
legal representatives signing this Agreement have the necessary powers to
undertake the obligations determined hereunder and, as attorneys-in-fact, their
powers have been lawfully granted and the corresponding powers of attorney are
fully effective; and





(c) the
execution of this Investment Agreement as well as the undertaking of and
compliance with obligations arising herefrom shall not directly or indirectly
result in the total or partial breach of (i) any agreements or commitments of
any kind entered into before the date of execution hereof to which VID, VCP
and/or VPAR are parties; (ii) any statutory or regulatory rules to which VID,
VCP and/or VPAR are subject; and (iii) any judicial or administrative order or
decision, even if preliminary, affecting VID and/or VPAR.





(d) there
is no other agreement, nor shall there be any other agreement entered into by
VID and/or VCP preventing compliance with the obligations set forth
herein.





5.2. VCP
represents and warrants to BNDESPAR that:





(a) there
are no other derivatives agreements entered into by ARACRUZ which are not in
full compliance with the Financial Policy approved by the board of Directors of
ARACRUZ , except for those mentioned in the relevant matters of ARACRUZ
published on September 25 and October 2, 2008; and





(b) the
information provided by VCP in the relevant matter published October 13, 2008,
concerning the situation of VCP in relation to the derivatives transactions is
true and has not suffered changes.





CHAPTER VI – CLOSING
DATE





6.1. The
Closing Date shall be deemed the date of execution hereof.





CHAPTER VII – ADDITIONAL
OBLIGATIONS OF VID, VCP and VPAR





7.1. VID,
VCP and VPAR undertake before BNDESPAR to comply with the following
obligations:





(a) to
adopt measures and actions intended to avoid or correct damages to the
environment, occupational medicine and safety which may be caused on account of
the activities carried out by VCP and/or its controlled companies;





(b) to
maintain in good standing its obligations with regard to federal, state and
municipal taxes, social security contributions and obligations relative to the
Unemployment Compensation Fund (FGTS) as well as with the proper Environmental
Agencies;





(c) to
use the funds regarding the BNDESPAR Investment solely for the purposes
mentioned herein; and





(d) to
comply, as the case may be, with the “PROVISIONS APPLICABLE TO
BNDES AGREEMENTS” approved by Resolution No. 665, dated December 10,
1987, as partially amended by Resolution No. 775, dated December 16, 1991, by
Resolution No. 863, dated March 11, 1996, by Resolution No. 878, dated September
4, 1996, by Resolution No. 894, dated March 6, 1997, by Resolution No. 927,
dated April 1, 1998, by Resolution No. 976, dated September 24, 2001, and by
Resolution No. 1571, dated March 4, 2008, all from the Executive Board of the
BNDES, published on the Federal Official Gazette (Section I), dated December 29,
1987, December 27, 1991, April 8, 1996, September 24, 1996, March 19, 1997,
April 15, 1998, October 31, 2001 and March 25, 2008, respectively, for all legal
purposes and effects, even with regard to the events of breach of contract
(“Exhibit 7.1(d)”).





7.2. VID
and VCP agree to conclude, within one hundred and eighty (180) days counted as
from the date of execution hereof, a final agreement with the creditor financial
institutions representing eight percent (80%) of the face value of all the debts
due and arising from the derivatives agreements mentioned in ARACRUZ’s relevant
matters published on September 25 and October 2, 2008, pursuant to the
Pre-Agreement or in equivalent or more favorable conditions to
ARACRUZ.





7.2.1.
The term included in Section 7.2 above shall be automatically extended for no
later than one hundred and eighty (180) days if the Final Agreement has not been
concluded yet and provided that VID and/or VCP submit to BNDESPAR in writing the
reasons why the execution of the Final Agreement was not possible.





7.2.2.
Should VID and VCP fail to conclude the Final Agreement with the aforementioned
financial institutions within three hundred and sixty (360) days counted as from
the execution hereof, BNDESPAR may exercise the put option of the shares issued
by VCP owned by it under the terms and conditions of the Call Option and Put
Option Agreement of Common and Preferred Shares Issued by VCP included in
Exhibit 3.1.15.





7.2.3.
BNDESPAR may also exercise the put option of the shares issued by VCP owned by
it under the terms and conditions of Exhibit 3.1.15 if, after the Final
Agreement has been executed under the foregoing terms, it (i) is terminated by
voluntary default of ARACRUZ or (ii) is annulled by an arbitral or judicial
decision rendered within one hundred and eighty (180) days after the execution
of the Final Agreement.





7.3. VID
and VCP further agree to comply with applicable laws and to submit the
Transaction described herein to the regulatory agencies, including the
Securities Commission (CVM) and the Brazilian Antitrust System.








CHAPTER VIII –
INDEMNITY





8.1.
After the Acquisition, if VCP and/or ARACRUZ or any other company of the
Votorantim group is bound by a final arbitral or judicial decision or by an
irrevocable and irreversible amicable settlement to indemnify one or more owners
of securities issued by ARACRUZ by operation of judicial proceedings that said
owners are bringing or may bring against ARACRUZ on account of the financial
transactions announced in the relevant matters of September 25 and October 2,
2008, VID and/or VCP and/or their successors agree to indemnify BNDESPAR in
Brazilian currency for the total amount of losses incurred in the proportion of
the equity interest held by BNDESPAR in VCP.





CHAPTER IX –
CONFIDENTIALITY





9.1. As
from the date of execution hereof, the Parties agree to maintain confidential
all the confidential documents and information regarding VCP or ARACRUZ or the
Parties, including non-public information concerning the proposed or potential
commercial strategy, transactions, financial matters and other matters relative
to VCP or ARACRUZ or the Parties (the “Confidential
Information”), unless it may be evidenced that such information: (i) is
found in the public domain, irrespective of fault of any of the Parties; or (ii)
was subsequently and legally acquired by any of the Parties from other sources
without breaching any law, regulation, an order from a governmental authority or
a confidentiality obligation . The Confidential Information may only be
disclosed in the event that any of the Parties is compelled to disclose the
Confidential Information by operation of law, regulation, an order from a
governmental authority or on account of a final judicial decision. Each of the
Parties may at any time request from the other Party clarifications on the
Confidential Information disclosed by it.





CHAPTER X –
EFFECTIVENESS





10.1 This
Investment Agreement shall become effective on the Closing Date and shall remain
effective for the time necessary for the compliance with the obligations
contemplated herein.





10.2.
Notwithstanding the provisions of Section 10.1, this Investment Agreement shall
be terminated if the Conditions Precedent for the Initial Investment from
BNDESPAR are not implemented by the end of the period for exercising the
preemptive rights in the Capital Increase and one of the Parties notifies the
other Parties of the termination hereof.





10.3.
Notwithstanding the provisions of Section 10.1, this Investment Agreement shall
be terminated by operation of law if ARAINVEST exercises its preemptive
rights.





10.4. At
any time before the completion of the Initial Investment from BNDESPAR, VID and
VCP, at their sole discretion, may waive the Acquisition, in which event they
shall immediately notify BNDESPAR of their decision and shall deem this
Agreement terminated, and a charge for the reserve of funds in the amount of
twelve million Reais
(R$12,000,000.00) shall be due to BNDESPAR.





CHAPTER VI –
MISCELLANEOUS





11.1.
Breach of
Non-financial Obligations. In the event of breach of any non-financial
obligation undertaken by VID and VPAR hereunder, the PROVISIONS APPLICABLE TO
BNDES AGREEMENTS shall apply, especially articles 39 and 40 contemplating the
possibility of acceleration of maturity of the agreements entered into with the
BNDES System to which VID, VCP and/or VPAR are parties.





11.2.
Disclosure. VCP
agrees, as a publicly-held company, to proceed with the disclosure required by
applicable law of the terms and conditions hereof.








11.3.
Irrevocability and
Assignment. This Investment Agreement is entered into irrevocably and
irreversibly, except in the events set forth herein, and it is binding on the
Parties and their respective successors on any account and shall not be subject
to assignment or transfer, whether wholly or in part, except with the other
Parties’ prior consent in writing.


11.4.
Intervening Consenting
Party. VPAR executes this Agreement in the capacity as intervening
consenting party, acknowledges its terms and conditions and agrees to comply
with all of its obligations in the conditions set forth herein.





11.5.
Invalidity. If
any term or provision stipulated herein is deemed null, illegal, unenforceable
or inapplicable by virtue of a legal provision or a final judicial decision, all
the other conditions and provisions contained herein shall remain fully
effective, in which event the Parties shall negotiate in good faith an amendment
hereto aimed at reestablishing the original scope of the Parties to the best
extent possible.





11.6.
Waiver of
Rights. On the best terms of the law, the Parties acknowledge that,
except as expressly provided for herein: (i) the failure to exercise, the
extension of a period, the forbearance, or the delay to exercise any right that
is ensured by this Investment Agreement or by applicable law shall not be deemed
a novation or waiver of such right; (ii) the partial exercise of such right
shall not prevent the subsequent exercise of the rest of such right, or the
exercise of any other right; (iii) the waiver of any right shall only be valid
if granted in writing; and (iv) the waiver of a right shall be construed
restrictively and shall not be deemed a waiver of any other right granted
hereunder.





11.7.
Amendments. The
provisions hereof may only be amended or waived by means of a written instrument
executed by all the Parties.





11.8.
Communications:
All the notices and notifications or any other kind of communication to be
delivered pursuant to this Investment Agreement shall be addressed as follows,
at all times in writing:





To
BNDESPAR:


Av.
República do Chile, 100


Rio de
Janeiro, RJ, Brasil


Postal
Code: 20031-917


Fax:
21-2220-2907


Attn:
Superintendente da Área de Mercados Capitais – AMC (Superintendent of the
Capital Market Area)





To VID:


Rua
Amauri 255 – 13o andar – Conjunto A


São
Paulo, SP, Brasil


Fax: 11
3079-9345


Attn: Mr.
Raul Calfat





With a
copy to:


Rua
Amauri 255 – 13o andar – Conjunto A


São
Paulo, SP, Brasil


Fax: 11
3079-9345


Attn: Mr.
Alexandre D’Ambrósio





To VCP:


Alameda
Santos, 1357 – 8o andar


São
Paulo, SP, Brasil


Fax: 11
2138-4066


Attn: Mr.
José Luciano Duarte Penido





With a
copy to:


Rua
Amauri 255 – 13o andar – Conjunto A


São
Paulo, SP, Brasil


Fax: 11
3079-9345


Attn: Mr.
Alexandre D’Ambrósio





11.9.1.
Notices and notifications or any other form of communication shall be deemed
delivered on the date included in the return receipt, on the date of
acknowledgment of receipt of the fax message or on the date of formalization of
the judicial or extrajudicial notification.





11.9.2.
Copies of any and all correspondence exchanged between the Parties on the
matters included therein shall be sent to the other Parties as
applicable.





11.9.3.
Any changes in the addresses above shall be immediately communicated to the
Parties and in the absence of said communication, the correspondence sent to the
old address shall be deemed correctly sent and received for all factual and
legal purposes.





11.9.
Specific
Performance. The obligations undertaken herein shall be subject to
specific performance and the aggrieved Party shall be entitled to use any
procedure to see the terms hereof respected and the obligations undertaken
herein complied with.





11.10.
Applicable Law,
Arbitration and Jurisdiction. This Investment Agreement shall be governed
by and construed according to the laws of the Federative Republic of Brazil. The
Parties agree that any dispute arising out of this Investment Agreement which
cannot be amicably settled by the Parties within a period of thirty (30)
consecutive days not subject to extension shall be resolved by the BOVESPA’s
Market Arbitration Chamber (the “Arbitration Chamber”)
pursuant to its Regulations (except with regard to the periods set forth
therein, which shall be considered tripled), and this Section 11.10 shall be
deemed an arbitration clause for the purposes of the provisions of paragraph 1
of article 4 of Law 9307/96. The conduction and development of the arbitration
proceedings shall be equally incumbent upon the Arbitration
Chamber.





11.10.1.
The Arbitral Tribunal shall be composed of three (3) arbitrators, one of which
shall be appointed by the Party intending to commence arbitration, the other
arbitrator shall be appointed by the other Party and the third arbitrator, who
shall serve as Chairman of the Arbitral Tribunal, shall be appointed by the
arbitrators selected by the Parties. Should any of the Parties fail to appoint
an arbitrator and or should the arbitrators appointed fail to reach a consensus
as to the third arbitrator, the Chairman of the Arbitration Chamber shall
appoint the third arbitrator as soon as possible.





11.10.2.
The Parties acknowledge that any arbitration order, decision or determination
shall be final and binding and shall constitute a judicial execution instrument
binding on the Parties and their successors, who agree to comply with the
provisions of the arbitration award, regardless of judicial
execution.





11.10.3.
Notwithstanding the foregoing, each Party remains entitled (a) to obtain any
“provisional measures” that are necessary before commencement of the arbitration
proceedings and such measure shall not be construed as a waiver of the
arbitration proceedings by the Parties; (b) to enforce any arbitration decision,
including the final arbitration award; and (c) to guarantee the formation of the
arbitral tribunal. For such purpose, the Parties hereby elect the courts of the
Judicial District of Rio de Janeiro, State of Rio de Janeiro, waiving any other
court however privileged it may be.








In
witness whereof, the Parties and VPAR hereby execute this Agreement in three (3)
counterparts of equal contents and form in the presence of the two witnesses
identified below.





The pages
of this Agreement have been initialed by attorney(s) of the BNDES System, upon
authorization of the legal representative(s) who signed it.





Rio de
Janeiro, January 19, 2009





(signature
page of the Investment Agreement entered into on January 19, 2009)





BNDES
PARTICIPAÇÕES S.A. – BNDESPAR


1.
(sgd)


Name:
Luciano Coutinho


Title:
Chief Executive Officer





2.
(sgd)


Name:
Eduardo (illegible)


Title:
Executive Officer of BNDESPAR





VOTORANTIM
INDUSTRIAL S.A.


1.
(sgd)


Name:
Alexandre Silva D’Ambrósio


Title:
(illegible)





2.
(sgd)


Name:
(illegible)


Title:
(illegible)





VOTORANTIM
CELULOSE E PAPEL S.A.


1.
(sgd)


Name:


Title:





2.
(sgd)


Name:


Title:





Intervening
Consenting Party:


VOTORANTIM
PARTICIPAÇÕES S.A.


1.
(sgd)


Name:


Title:





2.
(sgd)


Name:


Title:





Witnesses:





1.
(sgd)


Name:
Vania Cristina Nascimento


ID RG:
(illegible)204-4 IFP


Taxpayer
Card CIC: 66(illegible)7-15





2.
(sgd)


Name:
Edson da Silva Medeiros


ID RG:
073856630 IFP


Taxpayer
Card CIC: (illegible)





(sgd)


Mota
Fernandes Rocha Advogados





(sgd)


Alice
Ferreira Lopes


Manager


AMC/DEMEC/GEJUR1





(sgd)


Bruno
Luiz dos Santos


Manager


AMC/DEINV/GEJUR3








dze/textos6a/voto24.doc


03/16/09