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    CompanhiaVale do Rio Doce
 Exhibit 1.1 BY- LAWS As amended at the Extraordinary
Shareholders Meeting
held on April 27, 2005 Av. Graça Aranha, 26 20005-900 Rio de Janeiro RJ Brasil Tel.: (021) 3814-4477 Fax.: (021) 3814-4493
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    CompanhiaVale do Rio Doce
 BY-LAWS COMPANHIA VALE DO RIO DOCE CHAPTER I - NAME, PURPOSE, HEAD OFFICE AND DURATION Article 1 -COMPANHIA VALE DO RIO DOCE, referred to in abbreviated form as CVRD, is a joint-stock
company governed by the present By-Laws and by applicable legislation. Article 2 -The purpose of the company is:  I.
    the exploitation of mineral deposits in Brazil and abroad by means of extraction, processing,
industrialization, transportation, shipment and commerce of mineral assets;II.
    the building and operation of railways and the exploitation of own or
third party rail traffic;III.
    the building and operation of own or third party marine terminals,
and the exploitation of nautical activities for the provision of
support within the harbor;IV.
    the provision of logistics services integrated with cargo transport,
comprising generation, storage, transshipment, distribution and
delivery within the context of a multimodal transport system;V.
    the production, processing, transport, industrialization and commerce of all and any source
and form of energy, also involving activities of production, generation, transmission,
distribution and commerce of its products, derivatives and subproducts;VI.
    the carrying-on, in Brazil or abroad, of other activities that may be of direct or indirect
consequence for the achievement of its corporate purpose, including research,
industrialization, purchase and sale, importation and exportation, the exploitation,
industrialization and commerce of forest resources and the provision of services of any kind
whatsoever;VII.
    constituting or participating in any fashion in other companies, consortia or associations
directly or indirectly related to its business purpose. Av. Graça Aranha, 26 20005-900 Rio de Janeiro RJ Brasil Tel.: (021) 3814-4477 Fax.: (021) 3814-4493
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 Article 3 -The head office and legal venue of the company shall be in the city of Rio de Janeiro,
State of Rio de Janeiro, the company being empowered for the better realization of its activities
to set up branch offices, subsidiary branch offices, depots, agencies, warehouses, representative
offices or any other type of establishment in Brazil or abroad. Article 4 -The term of duration of the company shall be unlimited. CHAPTER II - CAPITAL AND SHARES Article 5 -The Share Capital is R$ 14,000,000,000.00 (fourteen billion Brazilian reais)
corresponding to 1,165,677,168 (one billion, one hundred sixty five million, six hundred seventy
seven thousand, and one hundred sixty eight) book shares, being R$ 9,007,032,395.62 (nine billion,
seven million, thirty two thousand, three hundred ninety five Brazilian reais and sixty two cents),
split into 749,949,429 (seven hundred and forty nine million, nine hundred and forty nine thousand,
four hundred and twenty nine) common shares and R$ 4,992,967,604.38 (four billion, nine hundred
ninety two million, nine hundred sixty seven thousand, six hundred and four Brazilian reais and
thirty eight cents), split into 415,727,739 (four hundred fifteen million, seven hundred twenty
seven thousand, seven hundred and thirty nine) preferred class A shares, including 03 (three)
special class share, all carrying no nominal value. § 1 -
    
    The shares are common shares and preferred shares. The preferred shares comprise class A
and special class.§ 2 -
    
    The special class preferred share shall belong exclusively to the Federal Government. In
addition to the other rights which are expressed and specifically attributed to these shares
in the current By-Laws, the special class shares shall possess the same rights as the class A
preferred shares.§ 3 -
    
    Each common, class A preferred share and special class shares shall confer the right to
one vote in decisions made at General Meetings, the provisions of § 4 following being
observed.§ 4 -
    
    The preferred class A and special shares will have the same political rights as the
common shares, with the exception of voting for the election of Board Members, excepting the
provisions set forth in §§ 2 and 3 of Article 11 following, and also the right to elect and
dismiss one member of the Fiscal Council, and its respective alternate.
 Av. Graça Aranha, 26 20005-900 Rio de Janeiro RJ Brasil Tel.: (021) 3814-4477 Fax.: (021) 3814-4493
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 §5 -
    
    Holders of class A preferred and special class shares shall be entitled to receive
dividends calculated as set forth in Chapter VII in accordance with the following criteria:a)priority in receipt of dividends specified in § 5 corresponding to: (i) a minimum of 3%
(three percent) of the stockholders equity of the share, calculated based on the financial
statements which served as reference for the payment of dividends, or (ii) 6% (six percent)
calculated on the portion of the capital formed by this class of share, whichever higher;b)entitlement to participate in the profit distributed, on the same conditions as those
for common shares, once a dividend equal to the minimum priority established in accordance
with letter a above is ensured; andc)entitlement to participate in any bonuses, on the same conditions as those for common
shares, the priority specified for the distribution of dividends being observed.§6 -
    
    Preferred shares shall acquire full and unrestricted voting rights should the company fail
to pay the minimum dividends to which they are entitled during 3 (three) consecutive fiscal
years, under the terms of §5 of Article 5.
 Article 6 -The company is authorized to increase its share capital up to the limit of 900,000,000
(nine hundred million) common shares and 1,800,000,000 (one billion, eight hundred million) class A
preferred shares. Within the limit authorized by the present Article the company shall, by means of
a decision of the Board of Directors, be entitled to increase the share capital without any
alteration of the By-laws by means of the issuance of common shares and/or preferred shares. § 1 -
    
    The Board of Directors shall determine the conditions for issuance, including the price
and the period of time prescribed for paying up.§ 2 -
    
    At the option of the Board of Directors the preemptive right in the issuance of shares,
bonds convertible into shares and subscription bonuses, the placement of which on the market
may be by sale on the stock exchange or by public subscription as per the prescriptions set
forth in Law no. 6.404/76, may be rescinded.§ 3 -
    
    Provided that the plans approved by the General Meeting are complied with, the company
shall be entitled to delegate the option of share purchase to its administrators and
employees, with shares held in Treasury or by means of the issuance of new shares, the
shareholders preemptive right being excluded.
 Av. Graça Aranha, 26 20005-900 Rio de Janeiro RJ Brasil Tel.: (021) 3814-4477 Fax.: (021) 3814-4493
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 Article 7 -The special class share shall possess a veto right regarding of the following subjects:  I.
    change of name of the company;II.
    change of location of the head office;III.
    change of the corporate purpose with reference to mineral exploitation;IV.
    the winding-up of the company;V.
    the sale or cessation of the activities of any part or of the whole of the following
categories of the integrated iron ore systems of the company: (a) mineral deposits, reserves
and mines; (b) railways; (c) ports and marine terminals;VI.
    any alteration of the rights assigned to the types and classes of the shares issued by the
company in accordance with the prescriptions set forth in the present By-Laws;VII.
    any alteration of the present Article 7 or of any of the other rights assigned to the special
class share by the present By-Laws. CHAPTER III - GENERAL MEETING Article 8 -The ordinary Shareholders General Meeting shall be held within the first four months
following the end of the fiscal year and, extraordinarily, whenever called by the Board of
Directors. § 1 -
    
    An extraordinary Shareholders General Meeting shall be competent to discuss the subjects
specified in Article 7.§2 -
    
    The holder of the special class share shall be formally requested by the company to
attend for the purpose of discussing the subjects specified in Article 7 by means of personal
correspondence addressed to its legal representative, a minimum period of notice of 15
(fifteen) days being given.§ 3 -
    
    Should the holder of the special class share be absent from the General Meeting called
for this purpose or should it abstain from voting, the subjects specified in Article 7 shall
be deemed as having been approved by the holder of the said special class.
 Article 9 -At an Ordinary or Extraordinary General Meeting, the chair shall be taken by the
Chairman, or in his absence by the Vice-Chairman of the Board of Directors of the company, and the
Secretary of the Board of Directors shall act as secretary, as per § 14 of Article 11. Av. Graça Aranha, 26 20005-900 Rio de Janeiro RJ Brasil Tel.: (021) 3814-4477 Fax.: (021) 3814-4493
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 Sole Paragraph - In the case of temporary absence or impediment of the Chairman or Vice-Chairman of
the Board of Directors, the General Meeting of Shareholders shall be chaired by their respective
alternates, or in the absence or impediment of such alternates, by an Officer specially appointed
by the Chairman of the Board of Directors. CHAPTER IV - ADMINISTRATION Article 10 -The Board of Directors and the Executive Board shall be responsible for the
administration of the company. §1 -
    
    The members of the Board of Directors and the Executive Board shall take office by means of
signing the Minute Book of the Board of Directors or the Executive Board, as the case may be.§2 -
    
    The term of office of the members of the Board of Directors and the Executive Board shall
be extended until their respective successors have taken office.§3 -
    
    The General Meeting shall fix the overall amount for the remuneration of the
administrators, benefits of any kind and allowances being included therein, taking into
account the responsibilities of the administrators, the time devoted to the performance of
their duties, their competence and professional repute and the market value of their duties,
their competence and professional repute and the market value of their services. The Board of
Directors shall apportion the fixed remuneration among its members and the Executive Board.§4 -
    
    The Board of Directors shall be supported by technical and consultant bodies, denominated
Committees, regulated as set forth in Section II - Committees hereinafter.
 SECTION I - BOARD OF DIRECTORS Subsection I - Composition
 Article 11 -The Board of Directors, a joint decision-making body, shall be elected by the General
Meeting and shall be formed of 11 (eleven) effective members and their respective alternates, all
being shareholders in the company, and one of whom shall be the Chairman of the Board and another
shall be the Vice-Chairman. §1 -
    
    The term of office of the members of the Board of Directors shall be 2 (two) years, their
re-election being permitted.
 Av. Graça Aranha, 26 20005-900 Rio de Janeiro RJ Brasil Tel.: (021) 3814-4477 Fax.: (021) 3814-4493
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 §2 -
    
    Under the terms of Article 141 of Law # 6,404/76, 1 (one) member and his alternate of the
Board of Directors, may be elected and removed, by means of a separate vote at the general
meeting of shareholders, excluding the controlling shareholder, by the majority of holders,
respectively, of:I -common shares representing at least 15% (fifteen percent) of the total shares with
voting rights; andII -preferred shares representing at least 10% (ten percent) of share capital.§3 -
    
    Having ascertained that neither the holders of common shares or preferred shares have
respectively formed the quorum required in sections I and II of §2 above, they shall be
entitled to combine their shares to jointly elect a member and an alternate to the Board of
Directors, and in such hypothesis the quorum established in section II of §2 of this Article
shall be observed.§4 -
    
    The entitlement set forth in §2 of this Article may only be exercised by those shareholders
who are able to prove uninterrupted ownership of the shares required therein for a period of
at least 3 (three) months, immediately prior to the general shareholders meeting which elected
the members of the Board of Directors.§5 -
    
    From among the 11 (eleven) effective members and their respective alternates of the Board
of Directors, 1 (one) member and his alternate shall be elected and/or removed, by means of a
separate vote, by the employees of the company.§6 -
    
    The Chairman and the Vice-Chairman of the Board of Directors shall be elected among the
members thereof during a Meeting of the Board of Directors to be held immediately after the
General Meeting which has elected them.§7 -
    
    In the case of impediment or temporary absence, the Vice-Chairman shall replace the
Chairman, and during the period of such replacement the Vice-Chairman shall have powers
identical to those of the Chairman, the alternate of the Chairman being nevertheless entitled
to exercise the right to vote in his capacity as a member of the Board of Directors.§8 -
    
    Should a vacancy occur in the office of Chairman or Vice-Chairman, the Board of Directors
shall elect the respective alternates in the first Meeting to be held after the vacancy.§9 -
    
    During their impediments or temporary absences, the members of the Board of Directors shall
be replaced by their respective alternates.§10 -
    
    Should a vacancy occur in the office of a member of the Board of Directors or of an
alternate, the vacancy shall be filled by nomination by the remaining members of an alternate
who shall serve until the next General Meeting,
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    CompanhiaVale do Rio Doce
 which shall decide on his election. Should vacancies occur in the majority of such offices,
a General Meeting shall be convened in order to proceed with a new election.§11 -
    
    Whenever the Board of Directors is elected under the multiple vote regime, as established
in Article 141 of Law # 6,404/1976, the Chairman of the shareholders meeting shall inform
those shareholders present that the share which elected a member of the Board of Directors, by
means of a separate vote in accordance with §§2 and 3 of Article 11, may not participate in
the multiple vote regime and, evidently, may not participate in the calculation of the
respective quorum. Once the separate vote has been held, then the ratio may be definitively
defined in order to proceed with the multiple vote.§12-
    
    With the exception of the effective members and their respective alternates, elected by means
of separate vote, respectively, by the employees of the company and by the holders of
preferred shares, under section II, §2 of Article 11, whenever the election for the Board of
Directors is held under the multiple vote regime, the removal of any member of the Board of
Directors, effective or alternate, by the general shareholders meeting, shall imply in the
removal of the other members of the Board of Directors, and consequently a new election shall
be held; in other cases of vacancy, in the absence of an alternate, the first general
shareholders meeting shall elect the whole Board.§13 -
    
    Whenever, cumulatively, the election of the Board of Directors is held under the multiple
vote system and the holders of common shares or preferred shares or company employees exercise
the right established in §§ 2, 3 and 5 above, the shareholder or group of shareholders under
vote agreement who hold over 50% (fifty percent) of shares with voting rights, shall be
ensured the right to elect officers in a number equal to those elected by the other
shareholders, plus one, irrespective of the number of officers established in the caption of
Article 11.§14 -
    
    The Board of Directors shall have a Secretary, appointed by the Chairman of the Board of
Directors, who shall necessarily be an employee or administrator of the company, in whose
absence or impediment shall be replaced by another employee or administrator as designated by
the Chairman of the Board of Directors.Subsection II  Workings
 Article 12 -The Board of Directors shall meet on an ordinary basis once a month and extraordinary
whenever called by the Chairman or, in his absence, by the Vice-Chairman of the Board or by any 2
(two) members acting together. Av. Graça Aranha, 26 20005-900 Rio de Janeiro RJ Brasil Tel.: (021) 3814-4477 Fax.: (021) 3814-4493
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 Article 13 -Meetings of the Board of Directors shall only be held with the presence of and
decisions shall only be taken by the affirmative vote of a majority of its members. §1 -
    
    The minutes of the meetings of the Board of Directors shall be recorded in the Book of
Minutes of Meetings of the Board of Directors which, after having been read and approved by
the officers present at the meetings, shall be signed in a number sufficient to constitute the
majority necessary for approval of the subjects examined.§2 -
    
    The Secretary shall be responsible for the recording, distribution, filing and safeguard of
the respective minutes of the meetings of the Board of Directors, as well as for the issuance
of abstracts of the minutes and certificates of approvals of the Board of Directors.
 Subsection III  Responsibilities Article 14 -The Board of Directors shall be responsible for:  I.
    electing, evaluating and at any time removing the Executive Officers of the company, and
assigning functions to them;II.
    distributing the remuneration established by the general shareholders meeting among its members and those of the Executive
Board;III.
    assigning the functions of Investor Relations to an Executive Officer;IV.
    approving the policies relating to selection, evaluation, development and remuneration of members of the Executive Board;V.
    approving the companys human resources general policies as submitted to it by the Executive
Board;VI.
    establishing the general guidance of the business of the company, its wholly-owned subsidiary
companies and controlled companies;VII.
    approving the strategic guidelines and the strategic plan of the company submitted annually
by the Executive Board;VIII.
    approving the companys annual and multi-annual investment budgets, submitted to it by the
Executive Board;IX.
    monitoring and evaluating the economic and financial performance of the company, and may
request the Executive Board to provide reports with specific performance indicators; Av. Graça Aranha, 26 20005-900 Rio de Janeiro RJ Brasil Tel.: (021) 3814-4477 Fax.: (021) 3814-4493
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  X.
    approving investments and/or divestiture opportunities submitted by the Executive Board which
exceed the limits established for the Executive Board as defined by the Board of Directors;XI.
    issuing opinions on operations relating to merger, split-off, incorporation
in which the company is a party, as well as share purchases submitted by the
Executive Board;XII.
    with the provisions set forth in Article 2 of the present By-Laws being
complied with, making decisions concerning the setting-up of companies, or its
transformation into another kind of company, direct or indirect participation
in the capital of other companies, consortia, foundations and other
organizations, by means of the exercise of rights withdrawal, the exercise of
non-exercise of rights of subscription, or increase or sale, both direct and
indirect, of corporate equity, or in any other manner prescribed by law,
including but not limited to, merger, split-off and incorporation in companies
in which it participates;XIII.
    approving the financial policies of the company submitted by the
Executive Board;XIV.
    approving the issuance of simple debentures, not convertible into share and
without collateral submitted by the Executive Board;XV.
    approving the accounts of the Executive Board,
substantiated in the Annual Report and the Financial
Statements, for subsequent submission to the Ordinary
General Meeting;XVI.
    approving the employment of profit for the year, the
distribution of dividends and, when necessary, the
capital budget, submitted by the Executive Board, to
the later direction to the appreciation of the
Ordinary Shareholders Meeting;XVII.
    selecting and removing independent auditors;XVIII.
    appointing and removing the employee responsible for
the internal auditing of the company, who shall
report directly to the Board of Directors;XIX.
    approving the policies and the annual audit plan of
the company submitted to it by the employee
responsible for internal auditing;XX.
    inspecting the management work of the Executive
Officers and at any time examining the books and
papers of the company, requesting information about
contracts signed or about to be signed, in order to
ensure the financial integrity and ethical conduct of
the company; Av. Graça Aranha, 26 20005-900 Rio de Janeiro RJ Brasil Tel.: (021) 3814-4477 Fax.: (021) 3814-4493
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    CompanhiaVale do Rio Doce
  XXI.
    approving alterations in corporate governance rules,
including, but not limited to, the process of
rendering of accounts and the process of disclosure
of information;XXII.
    approving the code of ethics and the management
system in order to avoid conflicts of interests
between the company and its shareholders or
administrators;XXIII.
    adopting the measures considered necessary in the
eventuality of potential conflicts of interest
between the company and its shareholders or
administrators;XXIV.
    approving the companys policies relating to
corporate responsibility, such as: the environment,
health, safety and social responsibility, as
submitted by the Executive Board;XXV.
    establishing criteria for the Executive Board in
relation to the purchase of, sale of and placing of
liens on fixed assets and for the constitution of
encumbrances, the provisions set forth in Article 7
of the present By-Laws being complied with;XXVI.
    approving the provision of guarantees in general, and
establishing criteria for the Executive Board in
relation to the contracting of loans and financing
and for the signing of other contracts;XXVII.
    establishing criteria for the Executive Board in relation to the signing of commitments,
waiving of rights and transactions of any nature, except for the waiver of its preemptive
rights in the subscription and purchase of shares, under section XII of Article 14;XXVIII.
    approving any matters which are not the competence of the Executive Board, under the terms
of the present By-Laws, as well as matters whose limits exceed the criteria established for
the Executive Board, as established in Article 14;XXIX.
    approving any reformulation, alteration, or amendment of shareholders agreements or
consortia contracts, or of agreements among the shareholders or among the consortia parties of
companies in which the company participates, as well as approving the signing of new
agreements and/or consortia contracts that address subjects of this nature;XXX.
    authorize the negotiation, signing or alteration of contracts of any kind of value between
the company and (i) its shareholders, either directly or through intermediary companies (ii)
companies which directly or indirectly participate in the capital of the controlling
shareholder or which are controlled, or are under joint control, by companies which
participate in the capital of the controlling shareholder, and/or (iii) companies in which the Av. Graça Aranha, 26 20005-900 Rio de Janeiro RJ Brasil Tel.: (021) 3814-4477 Fax.: (021) 3814-4493
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  controlling shareholder of the company participates, and the Board of Directors may
establish delegations, with standards and procedures, which meet the requirements and nature
of the operations, without prejudice of keeping the aforementioned group duly informed of
all company transactions with related parties;XXXI.
    expressing its opinion regarding any matter to be submitted to the General Meeting of
Shareholders;XXXII.
    authorizing the purchase of shares of its own issuance for maintenance in treasury,
cancellation or subsequent sale. §1 -
    
    The Board of Directors shall be responsible for appointing, as submitted by the Executive
Board, the persons who shall form part of the Administrative, Consulting and Audit bodies of
those companies and organizations in which the company participates, directly or indirectly.§2 -
    
    The Board of Directors may, at its discretion, delegate the assignment mentioned in the
prior paragraph to the Executive Board.
 SECTION II - COMMITTEES Article 15 -The Board of Directors, shall have, for support on a permanent basis, 5 (five)
technical and consultant committees, denominated as follows: Executive Development Committee,
Strategic Committee, Finance Committee, Audit Committee and Governance and Ethics Committee. §1 -
    
    The Board of Directors, at its discretion, may also establish, for its consulting support,
other committees to fulfill consultant or technical tasks, other than those permanent
committees as set forth in the caption of this Article.§2 -
    
    The members of the committees shall be remunerated as established by the Board of
Directors, and those members who are administrators of the company shall not be entitled to
additional remuneration for participating on the committees.
 Subsection I  Mission Article 16 -The mission of the committees shall be to provide support to the Board of Directors in
order to increase the efficiency and quality of its decisions. Av. Graça Aranha, 26 20005-900 Rio de Janeiro RJ Brasil Tel.: (021) 3814-4477 Fax.: (021) 3814-4493
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 Subsection II  Composition Article 17 -The members of the committees shall have proven experience and technical skills in
relation to matters that are the object of the respective committees responsibility and shall be
subject to the same legal duties and responsibilities as the administrators. Article 18 -The composition of each committee shall be defined by the Board of Directors. §1 -The members of the committees shall be appointed by the Board of Directors and may belong to
company administration bodies or not. §2 -The term of management for the members of the committees shall begin as of their appointment
by the Board of Directors, and termination shall coincide with the end of the management term of
the members of the Board of Directors, and re-appointment shall be permitted. §3 -During their management, members of the committees may be removed from office by the Board of
Directors. Subsection III  Workings Article 19 -Standards relating to the workings of each committee shall be defined by the Board of
Directors. §1 -
    
    The committees established within the company shall not have decision making power and
their reports and proposals shall be submitted to the Board of Directors for approval.§2 -
    
    The committees reports do not constitute a necessary condition for the presentation of
matters for scrutiny and approval by the Board of Directors.
 Subsection IV  Responsibilities Article 20 -The main duties of the committees are set forth in Article 21 and subsequent articles,
whereas their detailed duties shall be defined by the Board of Directors. Article 21 -The Executive Development Committee shall be responsible for: I -
    
    issuing reports on the human resources general policies of the company submitted by the
Executive Board to the Board of Directors;
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 II -
    
    analyzing and issuing reports to the Board of Directors on the restatement of
remuneration of members of the Executive Board;III -
    
    submitting and ensuring up-to-dateness of the performance evaluation methodology of the
members of the Executive Board.
 Article 22 -The Strategic Committee shall be responsible for: I -
    
    issuing reports on the strategic guidelines and the strategic plan submitted annually by
the Executive Board;II -
    
    issuing reports on the companys annual and multi-annual investment budgets submitted by
the Executive Board to the Board of Directors;III -
    
    issuing reports on investment and/or divestiture opportunities submitted by the Executive
Board to the Board of Directors;IV -
    
    issuing reports on operations relating to merger, split-off, incorporation in which the
company and its controlled subsidiaries are a party, and on share purchases submitted by
the Executive Board to the Board of Directors.
 Article 23 -The Finance Committee shall be responsible for: I -
    
    issuing reports on the financial policies and the internal financial control systems of
the company;II -
    
    issuing reports on the compatibility between the remuneration level of shareholders and
the parameters established in the annual budget and financial scheduling, as well as its
consistency with the general policy on dividends and the capital structure of the
company.
 Article 24 -The Audit Committee shall be responsible for: I -
    
    submitting appointment recommendations of the independent auditors and the employee
responsible for internal auditing of the company to the Board of Directors;II -
    
    issuing reports on the policies and the companys annual auditing plan submitted by the
employee responsible for internal auditing, and on its execution;III -
    
    tracking the results of the companys internal auditing, and identifying, priorizing, and
submitting actions to be accompanied by the Executive Board to the Board of Directors;IV -
    
    analyzing the Annual Report, as well as the Financial Statements of the company and
making recommendations to the Board of Directors.
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 Article 25 -The Governance and Ethics Committee shall be responsible for: I -
    
    evaluating the efficiency of the companys governance practices and the workings of the
Board of Directors, and submitting improvements;II -
    
    submitting improvements to the code of ethics and in the management system in order to
avoid conflicts of interests between the company and its shareholders or company
administrators;III-
    
    issuing reports on policies relating to corporate responsibility, such as the
environment, health, safety and social responsibility of the company submitted by the
Executive Board;IV -
    
    issuing reports on potential conflicts of interest between the company and its
shareholders or administrators.
 SECTION III - EXECUTIVE BOARD Subsection I  Composition Article 26 -The Executive Board, the executive administration body of the company, shall consist
of 6 (six) to 9 (nine) members, one of whom shall be the Chief Executive Officer and others shall
be Executive Officers. §1 -
    
    The Chief Executive Officer shall submit to the Board of Directors the names of candidates
for the Executive Board with renowned knowledge and specialization in the subject of
responsibility of the respective operational area, and may also at any time submit to the
Board of Directors a motion to remove.§2 -
    
    The Executive Officers shall have their individual duties defined by the Board of
Directors.§3 -
    
    The management term of the members of the Executive Board shall be 2 (two) years, and
re-election shall be permitted.
 Subsection II  Workings Article 27 -In the case of temporary impediment of the Chief Executive Officer, same shall be
replaced by another member of the Executive Board designated by majority vote of the members of the
Executive Board, and in the case of absence, the Chief Executive Officer may designate his own
substitute, who shall assume all legal, statutory and regulatory duties and responsibilities. §1 -
    
    In the case of temporary impediment or absence of any Executive Officer, same shall be
replaced by one of the Executive Officers appointed by the
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    CompanhiaVale do Rio Doce
 Chief Executive Officer, who shall accumulate the legal, statutory and regulatory
responsibilities of the absent or impeded Executive Officer, for the term of exercise of
the post of the substituted Executive Officer, excluded the right to vote at Executive
Board meetings.
 § 2 -Should a vacancy occur in the office of an Executive Officer, the substitute member shall be
selected and his name shall be submitted by the Chief Executive Officer to the Board of Directors
who shall elect him to complete the remaining term of the substituted officer. § 3 -Should a vacancy occur in the office of the Chief Executive Officer, the Executive Officer in
charge of Finance shall substitute the Chief Executive Officer, accumulating his own duties, rights
and responsibilities with those of the Chief Executive Officer until the Board of Directors holds a
new election for the office of Chief Executive Officer. Article 28 -In respect of the limits established for each Executive Officer, the decisions on
matters affecting his specific operational area, provided that the matter does not affect the
operational area of another Executive Officer, shall be taken by himself or in conjunction with the
Chief Executive Officer, in matters or situations pre-established by the latter. Article 29 -The Executive Board shall meet on an ordinary basis once a fortnight and
extraordinarily whenever called by the Chief Executive Officer or his substitute. Sole Paragraph -The Chief Executive Officer shall convene an extraordinary meeting of the
Executive Board by virtue of the request of at least 3 (three) members of the Executive Board; Article 30 -The meetings of the Executive Board shall only begin with the presence of the majority
of its members. Article 31 -The Chief Executive Officer shall chair the meetings of the Executive Board in order
to priorize consensual approvals amongst its members. §1 -
    
    When there is no consent among members of the Board, the Chief Executive Officer may (i)
withdraw the issue from the agenda, (ii) attempt to form a majority, with the use of his
casting vote or, (iii) in the interests of the company and by grounded presentation, decide
individually on the matters raised for joint approval, including those listed in Article 32,
and in respect of the exceptions stated in §2 following;§2 -
    
    Decisions relating to annual and multi-annual budgets and to the strategic plan and the
Annual Report of the company shall be taken by majority vote, considered to be all Executive
Officers, provided that the favorable vote of the Chief Executive Officer is included therein.
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 §3 -
    
    The Chief Executive Officer shall inform the Board of Directors the utilization of the
prerogative concerning item (iii), §1 stated above, in the first Board of Directors meeting
which succeed the corresponding decision.
 Subsection III  Responsibilities Article 32 -The Executive Board shall be responsible for: I -
    
    approving the creation and elimination of
Executive Departments subordinated to each
Executive Director;II -
    
    preparing and submitting to the Board of
Directors the companys general policies on
human resources, and executing the approved
policies;III -
    
    complying with and ensuring compliance with
the general guidelines and business policies
of the Company laid down by the Board of
Directors;IV -
    
    preparing and submitting, annually, to the
Board of Directors, the companys strategic
guidelines and the strategic plan, and
executing the approved strategic plan;V -
    
    preparing and submitting the companys
annual and multi-annual investments budgets
to the Board of Directors, and executing the
approved budgets;VI -
    
    planning and steering the companys
operations and reporting the companys
economic and financial performance to the
Board of Directors, and producing reports
with specific performance indicators;VII -
    
    identifying, evaluating and submitting
investment and/or divestiture opportunities
to the Board of Directors which exceed the
limits of the Executive Board as defined by
the Board of Directors, and executing the
approved investments and/or divestitures;VIII -
    
    identifying, evaluating and submitting to the Board of Directors
operations relating to merger, split-off, incorporation in which the company is
a party, as well as share purchases, and conducting the approved mergers,
split-offs, incorporations and purchases;IX -
    
    preparing and submitting the companys finance
policies to the Board of Directors, and executing the
approved policies;X -
    
    submitting to the Board of Directors the issuance of
simple debentures, not convertible into shares and
without collateral;XI -
    
    defining and submitting to the Board of Directors,
after the drawing up of the balance sheet, the
employment of profit for the year, the distribution
of company dividends and, when necessary, the capital
budget;
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    CompanhiaVale do Rio Doce
 XII -
    
    preparing in each fiscal year the Annual Report and
Financial Statements to be submitted to the Board of
Directors and the General Meeting;XIII -
    
    adhere to and encourage adhesion to the companys
code of ethics, established by the Board of
Directors;XIV -
    
    preparing and submitting to the Board of Directors
the companys policies on corporate responsibility,
such as the environment, health, safety and social
responsibility, and implementing the approved
policies;XV -
    
    authorizing the purchase of, sale of and placing of
liens on fixed and non-fixed assets including
securities, the contracting of services, the company
being the provider or receiver of such, being
empowered to establish standards and delegate powers,
all in accordance with the criteria and standards
established by the Board of Directors;XVI -
    
    authorizing the signing of agreements, contracts and
settlements that constitute liabilities, obligations
or commitments on the company, being empowered to
establish standards and delegate powers, all in
accordance with the criteria and standards
established by the Board of Directors;XVII -
    
    propose to the Board of Directors any reformulation,
alteration, or amendment of shareholders agreements
or of agreements among the shareholders of companies
in which the company participates, as well as
suggesting the signing of new agreements and
consortia contracts that address subjects of this
nature;XVIII-
    
    authorizing the opening and closing of branch offices, subsidiary branch
offices, depots, agencies, warehouses, representative officer or any other type
of establishment in Brazil or abroad;XIX -
    
    authorizing the undertaking of commitments, waiver of
rights and transactions of any nature, liens on
securities being excepted, under the terms of section
XII of Article 14, being empowered to establish
standards and delegate powers in accordance with the
criteria and standards established by the Board of
Directors;XX -
    
    establishing and informing the Board of Directors on
the individual limits of the Executive Officers, in
respect of the limits of the Executive Board jointly,
as established by the Board of Directors;XXI -
    
    establishing, based on the limits fixed for the Board
of Directors, the limits throughout the whole of the
companys administrative organization hierarchy.§1 -
    
    The Executive Board shall be empowered to lay down voting guidelines to be followed at the
General Meetings by its proxies in the companies, foundations and other organizations in which
the company participates,
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    CompanhiaVale do Rio Doce
 directly or indirectly, the investment plans and programs of the company, as well as the
respective budgets being complied with, the limit of responsibility being observed as
regards, among others, indebtedness, the sale of assets, the waiver of rights and the
reduction of corporate equity investments.§ 2 -
    
    The Executive Board shall take steps to appoint persons who shall form part of the
Administrative, Consultant and Audit bodies of those companies and organizations in which the
company participates directly or indirectly.
 Article 33 -The responsibilities of the Chief Executive Officer are to: I -
    
    take the chair at meetings of the Executive Board;II -
    
    exercise executive direction of the Company, with powers to coordinate and supervise the
activities of the other Executive Officers, exerting his best efforts to ensure faithful
compliance with the decisions and guidelines laid down by the Board of Directors and the
General Meeting;III -
    
    coordinate and supervise the activities of the business areas and units that are directly
subordinated to him;IV -
    
    select and submit to the Board of Directors the names of candidates for Executive Officer
posts to be elected by the Board of Directors, and also to propose the respective removal;V -
    
    coordinate the decision making process of the Executive Board, as provided for in Article
31 of Subsection II  Workings;VI -
    
    grant vacation and leave to the members of the Executive Board, and designate other
Executive Officers as their alternates;VII -
    
    keep the Board of Directors informed about the activities of the company;VIII -
    
    together with the other Executive Officers, prepare the annual report and draw up the balance sheet;
 Article 34 -The Executive Officers are to: I -
    
    organize the services for which they are responsible;II -
    
    participate in meetings of the Executive Board, contributing to the definition of the policies to be
followed by the company and reporting on matters of the respective areas of supervision and
coordination;III -
    
    comply with and ensure compliance with the policy and general guidance of the companys business laid
down by the Board of Directors, each Executive Officer being responsible for his business units and
specific area of activities.
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 Article 35 -The company shall be represented as plaintiff or defendant in courts of law or
otherwise, including as regards the signature of documents constituting responsibility for this, by
2 (two) members of the Executive Board, or by 2 (two) proxies established in accordance with § 1 of
this Article, or by 1 (one) proxy jointly with an Executive Officer. § 1 -
    
    Except when otherwise required by law, proxies shall be appointed by a power of attorney
in the form of a private instrument in which the powers granted shall be specified, the term
of validity of powers of attorney ad negotia expiring on December 31 of the year in which it
is granted.§ 2 -
    
    The company may, moreover, be represented by a single proxy at the General Meetings of
shareholders of the companies, consortia and other organizations in which it participates or
for acts arising out the exercise of powers specified in a power of attorney ad judicia or:
(a) at agencies at any level of government, customs houses and public service concessionaires
for specific acts for which a second proxy is not necessary or not permitted; (b) for signing
of contract instruments in solemnity or at which the presence of a second proxy is not
possible; (c) for signing of documents of any kind which imply in an obligation for the
company whose monetary limits shall be established by the Executive Board.§ 3
    
    In the case of commitments assumed abroad, the company may be represented by a single
member of the Executive Board, or by an attorney-in- fact with specific and limited powers
according to the present By-Laws.§ 4 -
    
    Summons and judicial or extrajudicial notifications shall be made in the name of the
Executive Officer responsible for Investor Relations, or by proxy as established in § 1 of
this Article.
 CHAPTER V - AUDIT COMMITTEE Article 36 -The Audit Committee, a permanently functioning body, shall be formed of 3 (three) to 5
(five) effective members and an equal number of alternates, elected by the General Meeting, which
shall fix their remuneration. Article 37 -The members of the Audit Committee shall carry out their duties until the first
Ordinary General meeting to be held following their election, their re-election being permitted. Article 38 -In their absence or impediment, or in cases of vacancy of office, the members of the
Audit Committee shall be replaced by their respective alternates. Article 39 -The Audit Committee shall exercise the functions attributed to it by prevailing
legislation, and shall provide, with minimum notice of 30 (thirty) days prior to the Ordinary
General Meeting, a report on the documentation as Av. Graça Aranha, 26 20005-900 Rio de Janeiro RJ Brasil Tel.: (021) 3814-4477 Fax.: (021) 3814-4493
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 established in Article 133 of Law # 6,404/76, with the terms set forth in Law # 10,303/01. CHAPTER VI - COMPANY PERSONNEL Article 40 -The company shall maintain a social security plan for its employees administered by a
foundation established for this purpose, the provisions of prevailing legislation being complied
with. CHAPTER VII - FINANCIAL YEAR AND DISTRIBUTION OF PROFITS Article 41 -The fiscal year of the company shall coincide with the calendar year, thus finishing
on December 31, when the balance sheets shall be prepared. Article 42 -After the constitution of the legal reserve, the employment of the remaining portion
of the net profit verified at the end of each financial year (which shall coincide with the
calendar year) shall, on the motion of the Administration, be submitted to the decision of the
General Meeting. Sole Paragraph -The amount of the interest, paid or credited in the form of interest on
stockholders equity in accordance with the prescriptions of Article 9, § 7 of Law # 9,249 dated
December 26, 1995 and of relevant legislation and regulations, may be ascribed to the compulsory
dividend and to the minimum annual dividend on the preferred shares, such amount for all legal
purposes forming the sum of the dividends distributed by the company. Article 43 -The proposal for distribution of profit shall include the following reserves:  I.
    Depletion Reserve, to be constituted in accordance with prevailing fiscal legislation;II.
    Investments Reserve, in order to ensure the maintenance and development of the main
activities which comprise the companys purpose, in an amount not greater than 50% (fifty
percent) of distributable net profit up to a maximum of the companys share capital. Article 44 -At least 25% (twenty-five percent) of the net annual profit, adjusted as per the law,
shall be devoted to the payment of dividends. Av. Graça Aranha, 26 20005-900 Rio de Janeiro RJ Brasil Tel.: (021) 3814-4477 Fax.: (021) 3814-4493
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    CompanhiaVale do Rio Doce
 Article 45 -At the proposal of the Executive Board, the Board of Directors may determine the
preparation of the balance sheets in periods of less than a year and declare dividends or interest
on stockholders equity on account of the profit verified in these balances as well as to declare
for the account of accrued profits or profit reserves existing in the latest annual or semi-annual
balance sheet. Article 46 -The dividends and interest on stockholders equity mentioned in the Sole Paragraph of
Article 42 shall be paid at the times and at the places specified by the Executive Board, those not
claimed within 3 (three) years after the date of payment reverting in favour of the company. I hereby declare that the above text is a true copy of the original, recorded in the appropriate
book. Rio de Janeiro, April 27th, 2005. Kátia Christina Vasconcelos Rabelo de Melo
Secretary Av. Graça Aranha, 26 20005-900 Rio de Janeiro RJ Brasil Tel.: (021) 3814-4477 Fax.: (021) 3814-4493
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