VOTORANTIM CELULOSE E PAPEL S.A.

     American Depositary Shares

International Underwriting Agreement

December [11], 2003

J.P. Morgan Securities Inc.

As Representative of the  several Underwriters listed  in Schedule I hereto

c/o J.P. Morgan Securities Inc.

277 Park Avenue

New York, New York 10172

Ladies and Gentlemen:

BNDES Participaes S.A.BNDESPAR (BNDESPAR), Optiglobe Telecomunicaes S.A. (Optiglobe) and Cimento Rio Branco S.A. (Cimento and together with BNDESPAR and Optiglobe, collectively the Selling Shareholders) propose, severally and not jointly, to sell to the several underwriters listed in Schedule I hereto (the Underwriters, which term shall also include any underwriter substituted as hereinafter provided in Section 13 hereof), for whom J.P. Morgan Securities Inc. is acting as representative (the Representative), an aggregate of              American Depositary Shares as set forth in Schedule I hereto (the ADSs; such number of ADSs, the Initial Securities), each ADS representing 500 aes preferenciais (preferred shares), no par value (Preferred Shares), of Votorantim Celulose e Papel S.A., a Brazilian corporation (the Company) deposited with The Bank of New York, as depositary (the Depositary) pursuant to that certain Deposit Agreement (the Deposit Agreement) dated as of May 17, 2002 among the Company, the Depositary and all registered holders and beneficial owners from time to time of the American Depositary Receipts (the ADRs) issued thereunder, and BNDESPAR, at the option of the Underwriters, proposes to sell up to              additional ADSs for the sole purpose of covering sales of ADSs in excess of the number of Initial Securities due to over allotments (such number of ADSs, the Option Securities and, together with the Initial Securities, the International Securities).

The Company and each Selling Shareholder are concurrently entering into an underwriting agreement dated the date hereof (the Brazilian Underwriting Agreement) with JPMorgan Brazil and the other underwriters referred to therein (collectively, the Brazilian Underwriters) providing for the concurrent offering and sale of              Preferred Shares (the Brazilian Securities) by the Selling Shareholders.

To provide for the coordination of their activities, the Underwriters and the Brazilian Underwriters have entered into an agreement among themselves (the Intersyndicate Agreement) providing for the coordination of certain transactions among the Underwriters and the Brazilian Underwriters under the direction of J.P. Morgan Securities Inc. (the Global Coordinator) and JPMorgan Brazil (in such capacity, the Brazilian Representative). The Company and each Selling Shareholder hereby recognize the positions and authority of the gRepresentative, the Global Coordinator and the Brazilian Representative.

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The International Securities and the Brazilian Securities are collectively referred to as the Securities. Unless the context otherwise requires, all references to the Securities shall constitute references to both the Preferred Shares and any ADSs representing such Preferred Shares, and all references to the ADSs shall also constitute references to the American Depositary Receipts (ADRs) evidencing such ADSs. All references to U.S. dollars or $ are to United States dollars and all references to R$ are to Brazilian reais.

In order to induce the several Underwriters to enter into and perform their several obligations under this Agreement, the Company and the Selling Shareholders each hereby confirms its agreement with the several Underwriters concerning the purchase and sale of the International Securities, as follows:

1.  Registration Statement.  The Company has prepared and filed with the Securities and Exchange Commission (the Commission) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the Securities Act), a registration statement on Form F-3 (File No. 333-110692) including a prospectus, relating to the International Securities. Such registration statement, as amended at the time it becomes effective, including the information, if any, deemed pursuant to Rule 430A under the Securities Act to be part of the registration statement at the time of its effectiveness (Rule 430 Information), is referred to herein as the Registration Statement; and as used herein, the term Preliminary Prospectus means each prospectus included in such registration statement (and any amendments thereto) before it becomes effective, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430A Information, and the term Prospectus means the prospectus in the form first used to confirm sales of the International Securities. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the Rule 462 Registration Statement), then any reference herein to the term Registration Statement shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to amend, amendment or supplement with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the Exchange Act) that are deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Preliminary Prospectus, or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (EDGAR).

2.  Agreement to Sell the International Securities.  (a)  Each Selling Shareholder agrees, severally and not jointly, to sell the Initial Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from such Selling Shareholder at a purchase price per ADS of $             (the Purchase Price) the number of Initial Securities (to be adjusted by the Representative so as to

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eliminate fractional Securities) set forth under such Selling Shareholders name and opposite the name of such Underwriter in Schedule I hereto.

In addition, BNDESPAR agrees to sell the Option Securities to the several Underwriters and the Underwriters shall have the option to purchase, at their election, up to the full number of Option Securities at the Purchase Price per ADS. The Underwriters may exercise the option to purchase the Option Securities at any time (but not more than once) on or before the thirtieth day following the date of this Agreement, by written notice from the Representative to BNDESPAR and the Company. Such notice shall set forth the aggregate number of Option Securities as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 13 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. Upon exercise of such option, each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from BNDESPAR at the Purchase Price per ADS the number of Option Securities (to be adjusted by the Representative so as to eliminate fractional Securities) that bears the same proportion to the aggregate number of Option Securities as to which such option is being exercised as the number of Initial Securities set forth opposite the name of such Underwriter in Schedule I hereto bears to the aggregate number of Initial Securities to be purchased and sold hereunder.

(b)  The Company and each Selling Shareholder understand that the Underwriters intend to make an offering of the International Securities as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the International Securities on the terms set forth in the Prospectus by means of (i) a public offering in the United States and (ii) an offering to certain investors outside the United States and Brazil in reliance upon Regulation S under the Securities Act (collectively, the Offering). The Company and each Selling Shareholder acknowledge and agree that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.

(c)  Payment for the International Securities shall be made by wire transfer in immediately available funds to the account specified by the applicable Selling Shareholder to the Representative, in the case of the Initial Securities, at the offices of Davis Polk & Wardwell, 450 Lexington Avenue, New York, New York at 10:00 A.M. New York City time on December [17], 2003, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative and each Selling Shareholder may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by the Representative in the written notice of the Underwriters election to purchase such Option Securities. The time and date of such payment for the Initial Securities are referred to herein as the Closing Date and the time and date for such payment for the Option Securities, if other than the Closing Date, are herein referred to as the Additional Closing Date.

Payment for the International Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative for the

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respective accounts of the several Underwriters of the Securities to be purchased on such date in global form registered in the name of Cede & Co., as nominee for The Depository Trust Company (DTC), with any transfer taxes and Depositary fees payable in connection with the sale of the Securities duly paid by such Selling Shareholder.

3.  Representations and Warranties of the Company.  The Company represents and warrants to each Underwriter and each Selling Shareholder that:

(a)  Registration Statement and Prospectus.  No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose has been initiated or threatened by the Commission; as of the applicable effective date of the Registration Statement, any Rule 462 Registration Statement and any amendment thereto, the Registration Statement complied and will comply in all material respects with the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the applicable filing date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter or BNDESPAR furnished to the Company in writing by such Underwriter through the Representative or by BNDESPAR, expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto. The Prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the Securities Act.

(b)  Incorporated Documents.  The documents incorporated by reference in the Prospectus, when they were filed with the Commission conformed in all material respects to the requirements of the Exchange Act and none of such documents when read together with the other information in the Prospectus, at the date of the Prospectus and at the Closing Date, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Prospectus, when such documents are filed with the Commission will conform in all material respects to the requirements of the Exchange Act and will not when read together with the other information in the Prospectus, at the date of the Prospectus and at the Closing Date, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(c)  Financial Statements.  The financial statements and the related notes thereto included or incorporated by reference in the Registration Statement and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the statement of their operations and

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their cash flows for the periods specified; such financial statements have been prepared in conformity with accounting principles generally accepted in the United States (U.S. GAAP) applied on a consistent basis throughout the periods covered thereby, and the supporting schedules, if any, included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein; and the selected financial information and the summary financial information included or incorporated by reference in the Registration Statement and the Prospectus present fairly the information shown thereby.

(d)  No Material Adverse Change.  Since the respective dates as of which information is given in the Registration Statement and the Prospectus (exclusive of any amendment or supplement thereto after the date of this Agreement), (i) there has not been any change in the capital stock or long-term debt of the Company or any of its subsidiaries, or any dividend or distribution of any kind declared, set aside for payment, paid or made by the Company on any class of capital stock, or any material adverse change, or any development or event involving a prospective material adverse change, in or affecting the business, properties, management, financial position, stockholders equity, results of operations or prospects of the Company and its subsidiaries considered as one enterprise (a Material Adverse Change); (ii) neither the Company nor any of its subsidiaries has entered into any transaction, other than in the ordinary course of business, that is material to the Company and its subsidiaries considered as one enterprise or incurred any liability or obligation, direct or contingent, that is material to the Company and its subsidiaries considered as one enterprise; and (iii) neither the Company nor any of its subsidiaries has sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, except in each case as otherwise disclosed in the Registration Statement and the Prospectus.

(e)  Organization and Good Standing.  The Company and each of its significant subsidiaries (each a Subsidiary) have been duly organized and are validly existing and in good standing under the laws of their respective jurisdictions of organization, are duly qualified to do business and are in good standing in each jurisdiction in which their respective ownership or lease of property or the conduct of their respective businesses requires such qualification, and have power and authority necessary to own or hold their respective properties and to conduct the businesses in which they are engaged as described in the Prospectus, except where the failure to be so qualified, to be in good standing or have such power or authority would not, individually or in the aggregate, have a material adverse effect on the business, properties, management, financial position, stockholders equity, results of operations or prospects of the Company and its subsidiaries taken as a whole (a Material Adverse Effect). The Subsidiaries listed in Schedule II to this Agreement are the only Subsidiaries of the Company.

(f)  Capitalization.  The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus under the caption Capitalization (except pursuant to reservations, agreements or employee benefit plans referred to in the Prospectus or pursuant to the exercise of convertible securities or options referred to in the Prospectus). All of the Preferred Shares have been duly authorized and validly issued and are fully paid and non assessable, and no holder thereof will be subject to personal liability by reason of being such a holder; the Preferred Shares are not subject to the preemptive or other rights of any stockholder of the Company except as disclosed in the Prospectus. All of the other outstanding shares of the capital stock of the Company have been duly authorized and

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validly issued and are fully paid and non assessable, none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company and all the outstanding shares of capital stock or other equity interests of each subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly or indirectly by the Company, free and clear of any lien, charge, encumbrance, security interest, restriction on voting or transfer or any other claim of any third party.

(g)  Due Authorization.  The Company has full right, power and authority to execute and deliver this Agreement, the Deposit Agreement and the Brazilian Underwriting Agreement (collectively, the Transaction Documents) and to perform its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of each of the Transaction Documents and the consummation by it of the transactions contemplated thereby has been duly and validly taken.

(h)  Authorization of Deposit Agreement.  The Deposit Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery by the Depositary, constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms, subject as to enforcement to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other laws of general applicability relating to or affecting creditors rights generally, to Brazilian public policy and to general equity principles, and, with respect to enforceability in Brazil, subject to (i) proper notarization by a notary public having jurisdiction over the place of execution; (ii) authentication of the Deposit Agreement by the Brazilian Consulate having jurisdiction over the place of execution; or registration with the appropriate Cartrio de Ttulos e Documentos; and (iii) translation into Portuguese by a sworn translator. The party seeking enforcement of such documents in the courts of Brazil will be required to pay applicable court costs (including, without limitation, filing fees and deposits to guarantee judgment required by a Brazilian court of law).

(i)  Authorization of ADSs.  Upon the due and valid issuance by the Depositary of the ADRs evidencing the ADSs against the deposit of the Preferred Shares in accordance with the Deposit Agreement and upon payment for the ADSs by the Underwriters, the ADSs evidenced by such ADRs will be duly and validly issued and the persons in whose names such ADSs are registered will be entitled to the rights of registered holders of ADSs specified in the Deposit Agreement.

(j)  Descriptions of the Securities.  The Preferred Shares, the ADRs and the ADSs conform in all material respects to the descriptions thereof contained in the Registration Statement and the Prospectus and such descriptions conform in all material respects to the rights set forth in the instruments defining the same and no holder of the Securities will be subject to personal liability by reason of being such a holder.

(k)  Absence of Defaults and Conflicts.  Except as disclosed in the Registration Statement and the Prospectus, neither the Company nor any of its Subsidiaries is in violation of its esatutos socias (Charter) or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any of its Subsidiaries is subject (collectively, Agreements and Instruments) except for such violations or defaults that

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singly or in the aggregate would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Brazilian Underwriting Agreement and the consummation of the transactions contemplated in this Agreement, the Brazilian Underwriting Agreement and in the Registration Statement and compliance by the Company with its obligations under this Agreement and the Brazilian Underwriting Agreement have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its Subsidiaries pursuant to the Agreements and Instruments (except for such conflicts, breaches or defaults, Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Charter of the Company or any of its Subsidiaries or any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its Subsidiaries or any of their assets, properties or operations (except for such violations as would not have a Material Adverse Effect). As used herein, a Repayment Event means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holders behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its Subsidiaries.

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