Free
translation from Portuguese
 Exhibit
Number: 4.13
 
 JUCESP
 October
1, 2008
 
 Private
Instrument of Protocol and Justification of total spin-off of Ripasa S.A.
Celulose e Papel
 
 PRIVATE
INSTRUMENT OF PROTOCOL AND JUSTIFICATION OF TOTAL SPIN-OFF OF RIPASA S.A.
CELULOSE E PAPEL
 
 
 By this
private instrument and on the best terms of the law, the parties
below,
 
 ON THE
ONE PART:
 
 1.  RIPASA
S.A. CELULOSE E PAPEL, with its principal place of business in Limeira, State of
São Paulo, at Estrada do Lageado, no number, building A, state registration NIRE
35.300.016.114 and enrolled with the National Corporate Taxpayers Register of
the Ministry of Finance under CNPJ/MF No. 51.468.791/0001-10, herein represented
by its Officers, pursuant to its By-laws (hereinafter simply referred to as
“RIPASA”):
 
 AND ON
THE OTHER PART:
 
 2.  VOTORANTIM
CELULOSE E PAPEL, with its principal place of business in São Paulo, State of
São Paulo, at Alameda Santos No. 1357, 6th floor,
Cerqueira César, Postal Code 01419-­­001, state registration NIRE
35.300.022.807 and enrolled with the National Corporate Taxpayers Register of
the Ministry of Finance under CNPJ/MF No. 60.643.228/0001-21, herein represented
by its Officers, pursuant to its By-laws (hereinafter simply referred to as
“VCP”);
 
 3.  SUZANO
PAPEL E CELULOSE S.A., a publicly held company with its principal place of
business in Salvador, State of Bahia, at Avenida Prof. Magalhães Neto, no.
1.752, 2nd floor,
rooms 206/208, state registration NIRE 29.300.016.331 and enrolled with the
National Corporate Taxpayers Register of the Ministry of Finance under CNPJ/MF
No. 16.404.287/0001-55, herein represented by its Executive Officers, pursuant
to its By-laws (hereinafter simply referred to as “SUZANO”); and
 
 4.  ASAPIR
PRODUÇÃO FLORESTAL E COMÉRCIO LTDA., a limited liability company with its
principal place of business in Limeira, State of São Paulo, at Bairro do
Lageado, no number, Building B, Postal Code 13480-021, state registration NIRE
35.221.300.260 and enrolled with the National Corporate Taxpayers Register of
the Ministry of Finance under CNPJ/MF No. 08.721.410/0001-33, herein represented
by its Manager, pursuant to its Articles of Association (hereinafter simply
referred to as “ASAPIR”),
 
 WHEREAS:
 
 (i) VCP
and SUZANO are the controlling shareholders of RIPASA, each holding fifty
percent (50%) of the capital stock of RIPASA;
  
 
 
 (ii) the
managers of VCP, SUZANO, ASAPIR and RIPASA deem it convenient, for operational
and cost-benefit reasons, to proceed with the total spin-off of RIPASA (“Total
Spin-off”);
 
 (iii) the
Total Spin-off shall basically enable transformation of a portion of the
shareholders’ equity of RIPASA, which comprises its manufacturing and forestry
units, into one VCP and SUZANO production unit, to be operated through the
Consórcio Paulista de Papel e Celulose - Conpacel (“Consortium”), the production
of which shall be independently marketed by VCP and SUZANO, with the consequent
optimization of funds and reduction of operating costs and
expenses;
 
 (iv)
another portion of the shareholders’ equity of RIPASA shall be
transferred  to ASAPIR;
 
 (v) the
companies understand that this is the most adequate moment for such corporate
transaction, particularly in view of the approval of the special tax regimes for
operation of the Consortium; and
 
 (vi) the
proposed transaction shall be submitted to the resolution of the general
meetings of RIPASA, VCP, SUZANO and ASAPIR,
 
 The
Parties execute this “PRIVATE INSTRUMENT OF PROTOCOL AND JUSTIFICATION OF TOTAL
SPIN-OFF OF RIPASA S.A. CELULOSE E PAPEL” (“Protocol”), pursuant to articles 224
and 225 of the Brazilian Corporations Law, so as to consubstantiate the terms
and conditions of the intended total spin-off, to wit:
 
 1.
APPOINTMENT OF SPECIALIZED COMPANY
 
 The
appraisal of the shareholders’ equity of RIPASA, to be transferred upon Total
Spin-off, was conducted by the specialized company Pricewaterhousecoopers
Auditores Independentes, with its principal place of business in Campinas, State
of São Paulo, at Av. José de Souza Campos No. 243, 5th, 6th, 7th, 9th and
10th
floors, Postal Code 13025-030, registered with the Regional Accounting Council
of the State of São Paulo under No. 2SP 000160/0-5, and enrolled with the
National Corporate Taxpayers Register of the Ministry of Finance under CNPJ/MF
No. 61.562.112/0008-05, previously retained by the managers of VCP, SUZANO and
ASAPIR, as per the appraisal report included in Exhibit I hereto (“Appraisal
Report”).
 
 2.
EVALUATION CRITERION; BASE DATE
 
 The
criterion to be adopted for appraisal of the portion of the shareholders’ equity
of RIPASA, to be transferred upon spin-off, shall be the company’s net book
value based on the balance sheet drawn up on July 31, 2008, as per the Appraisal
Report (“Total Spin-off Base Date”).
 
 3. TOTAL
SPIN-OFF EQUITY
 
 3.1. The
shareholders’ equity of RIPASA, in the aggregate amount of one billion, one
hundred and two million, two hundred and sixty-six thousand, four hundred and
forty-nine Reaisand
ninety-four cents (R$1,102,266,449.94) shall be transferred to VCP, SUZANO and
ASAPIR as follows:
 
 (a) a net
equity equivalent to forty-seven million, three hundred and sixty-one thousand,
one hundred and twenty-five Reaisand seven cents
(R$47,361,125.07) shall be transferred to ASAPIR, as per Exhibits II.A., II.B.
and II.C. hereto, which list the assets, rights and obligations comprising the
portion of the equity of RIPASA to be transferred to ASAPIR; and
  
 
 
 (b) a net
equity equivalent to one billion, fifty-four million, nine hundred and five
thousand, three hundred and twenty-four Reaisand eighty-eight cents
(R$1,054,905,324.88) shall be transferred in the proportion of 50% to VCP and
50% to SUZANO, as per Exhibits III.A., III.B., III.C., III.D., III.E. and III.F.
hereto, which list the assets, rights and obligations comprising the portion of
the equity of RIPASA to be transferred to VCP and SUZANO in condominium, except
for the following:
 
 (i)
Exhibits IV.A. and IV.B. list the financial agreements to be transferred to VCP
or SUZANO, respectively, for which no condominium apply and for which they shall
not be joint and severally liable, whatever their nature, whether past, present
or future; and
 
 (ii)
Exhibit V list the trademarks to be transferred to VCP or SUZANO, for which no
condominium apply and for which they shall not be joint and severally liable,
whatever their nature, whether past, present or future.
 
 3.2. The
current branches of RIPASA, as listed in Exhibit VI.A., shall be extinguished
and shall thereafter operate as branches of the Consortium, located at the same
addresses and with the same environmental licenses and certificates of
registration listed in Exhibit VI.B., as the case may be.
 
 3.3. As a
result of the Total Spin-off, (i) all labor claims filed by and against RIPASA
that are in progress as of September 1, 2008 (“Date of Effectiveness of the
Total Spin-off”) shall be transferred to ASAPIR, (ii) all legal or
administrative proceedings of any other nature filed by or against RIPASA that
are in progress at the Date of Effectiveness of the Total Spin-off shall be
transferred in condominium to VCP and SUZANO, and (iii) all the above-mentioned
proceedings shall be deemed transferred to the respective companies on the Date
of Effectiveness of the Total Spin-off.
 
 3.4. All
obligations and rights, whether present or future, referring to the assets and
liabilities transferred to VCP, SUZANO and ASAPIR as a result of the Total
Spin-off shall be deemed to be theirs, as per the portion of equity received by
each one of them, and shall be included in the respective results as from the
Date of Effectiveness of the Total Spin-off. Equity variations between the Base
date of the Total Spin-off and the Date of Effectiveness of the Total Spin-off
shall be reflected in the companies where they occurred.
 
 3.5. Any
costs, losses, expenses, reimbursements, fees or other types of obligations
(including, but not limited to, reasonable court costs and expenses and fees of
counsel) arising from legal or administrative proceedings relating to the
operations of RIPASA and filed as from the Date of Effectiveness of the Total
Spin-off against VCP, SUZANO, ASAPIR or RIPASA shall be borne in the proportion
of 50% by VCP and 50% by SUZANO.
 
 3.6. The
employees listed in EXHIBIT VII hereto shall be transferred by RIPASA to
ASAPIR.
 
 4.
CAPITAL STOCK OF VCP, SUZANO AND ASAPIR
 
 4.1. The
Total Spin-off shall be carried out without capital increase of VCP and SUZANO,
given that each of them is the owner, in equal parts, of 50% of the share
capital of RIPASA and 50% of the share capital of ASAPIR. The portions of the
respective investment accounts of VCP and SUZANO, corresponding to their
interest in RIPASA, shall be replaced (i) by the net equity to be transferred to
each of them as a result of the transaction and (ii) by the new shares of the
capital of ASAPIR to be issued in consideration for the capital increase
referred to in 4.2 below.
  
 4.2. As a
result of the Total Spin-off, the share capital of ASAPIR shall be increased
from one thousand Reais(R$1,000.00) to forty-seven million, three hundred and sixty-two
thousand, one hundred and twenty-four Reais(R$47,362,124.00),
therefore, an  increase in the amount of forty-seven million, three
hundred and sixty-one thousand, one hundred and twenty-four Reais(R$47,361,124.00),
through the issue of forty-seven million, three hundred and sixty-one thousand,
one hundred and twenty-four (47,361,124) new shares, of which twenty-three
million, six hundred and eighty-one thousand and sixty-two (23,681,062) shall be
subscribed by VCP and twenty-three million, six hundred and eighty-one thousand
and sixty-two (23,681,062) shall be subscribed by SUZANO, and paid in with the
portion of the shareholders' equity of RIPASA as received by ASAPIR. The
remaining amount of one Real and seven cents (R$1.07)
referring to the net equity transferred to ASAPIR shall be recorded as capital
reserve.
 
 5.
EXTINCTION OF RIPASA, SUCCESSION AND COMMENCEMENT OF THE CONSORTIUM
 
 5.1. With
the Total Spin-off, (i) RIPASA shall be extinguished; (ii) VCP, SUZANO and
ASAPIR shall succeed RIPASA to all rights and obligations relating to the
assets, rights and obligations transferred, with due regard for item 3 hereof:
and (iii) the Consortium shall commence its operations as provided for in the
respective consortium agreement.
 
 6.
CORPORATE APPROVALS AND MEASURES
 
 6.1  Before
the Total Spin-off, meetings of the Fiscal Council and Board of Directors of
SUZANO and VCP shall be held, as well as Special General Meetings of VCP, SUZANO
and RIPASA, and a Meeting of the Members of ASAPIR, as provided for in the
respective by-laws and articles of association, for analysis and issuance of an
opinion hereon and on the Total Spin-off.
 
 6.1.1 On
the date of the call notice of the Special General Meeting of VCP and SUZANO,
the latter shall make the documents relating to the Spin-off, including this
Protocol and the Appraisal Report, available at their respective head offices
for analysis by any interested parties, which may even obtain more information
directly at the Investor Relations Department. Said information shall also be
made available on the website of VCP and SUZANO and sent to the Brazilian
Securities Commission (CVM) and to the São Paulo Stock Exchange
(BOVESPA).
 
 6.2. On
the date of the Total Spin-off, the following shall be held: (A) Special General
Meeting of VCP, SUZANO and RIPASA, for purposes of: (i) analyzing and approving
this Protocol; (ii) analyzing and approving the Base Balance Sheet for the
Spin-off; (iii) ratifying the appointment of the Appraisal Company; (iv)
analyzing and approving the Appraisal Report regarding the shareholders' equity
of RIPASA; and (v) resolving on the Total Spin-off of RIPASA, as well as its
subsequent extinction; and (B) Meeting of the Members of ASAPIR, for purposes
of: (i) analyzing and approving this Protocol; (ii) analyzing and approving the
Base Balance Sheet for the Spin-off: (iii) ratifying the appointment of the
Appraisal Company and (iv) analyzing and approving the Appraisal Report
regarding the shareholders’ equity of RIPASA.
  
 
 7.
ANNOTATIONS AND REGISTRATIONS
 
 7.1. The
management of VCP, SUZANO and ASAPIR are hereby authorized to provide for the
annotations, registrations and other legal formalities required for the
completion of the Total Spin-off, as described herein.
 
 IN
WITNESS WHEREOF, the parties hereto sign this Protocol in nine (9) counterparts
of equal content and form, before the two (2) witnesses below.
 
 
 
 São
Paulo, August 13, 2008.
 (sgd)                      (sgd)
 by RIPASA
S.A. CELULOSE E PAPEL
 
 (sgd)                      (sgd)
 by
VOTORANTIM CELULOSE E PAPEL S.A.
 
 (sgd)                      (sgd)
 by SUZANO
PAPEL E CELULOSE S/A
 
 (sgd)
 by ASAPIR
PRODUÇÃO FLORESTAL E COMÉRCIO LTDA.
 
 
 WITNESSES:
 
 1.
(sgd)
 Name:
Claudio Covolo Jr.
 ID RG:
23.084.880-1
 
 2.
(sgd)
 Name:
(illegible) O. Jesus
 ID RG:
21.942.824-4