FIRST SUPPLEMENTAL INDENTURE



                            DATED AS OF June 27, 2002



                                     to the



                                    INDENTURE



                            Dated as of June 27, 1997



                                      among



                VOTO-VOTORANTIM OVERSEAS TRADING OPERATIONS N.V.,

                                    as Issuer



                              JPMORGAN CHASE BANK,

                  as Registrar, Transfer Agent and Paying Agent



                       JPMORGAN CHASE BANK, LONDON BRANCH,

                       as Transfer Agent and Paying Agent



                        J.P. MORGAN BANK LUXEMBOURG S.A.,

                                 as Paying Agent



                            JPMORGAN TRUST BANK LTD.,

                            as Principal Paying Agent



                          VOTORANTIM PARTICIPACOES S.A.

                        VOTORANTIM CELULOSE E PAPEL S.A.

                                       and

                            CIMENTO RIO BRANCO S.A.,

                                  as Guarantors



                                       and



                              JPMORGAN CHASE BANK,

                                   as Trustee



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



<PAGE>





                          FIRST SUPPLEMENTAL INDENTURE



          FIRST SUPPLEMENTAL INDENTURE (this "First Supplemental Indenture")

dated as of June 27, 2002, among Voto-Votorantim Overseas Trading Operations

N.V., a public limited liability company (naamloze vennootschap) duly organized

and existing under the laws of the Netherlands Antilles (the "Company"),

Votorantim Participacoes S.A.(formerly known as S.A. Industrias Votorantim)

("VPSA"), Votorantim Celulose e Papel S.A., for itself and as successor in

interest to Celpav Celulose e Papel Ltda., ("VCP"), and Cimento Rio Branco S.A.,

for itself and as successor in interest to Companhia de Cimento Portland Rio

Branco and Companhia de Cimento Portland Gaucho, ("CRB"), each of which is a

validly organized corporation (sociedade anonima) duly organized under the laws

of the Federative Republic of Brazil (each a "Guarantor" and together the

"Guarantors"), and JPMorgan Chase Bank (formerly known as The Chase Manhattan

Bank, New York), as trustee (the "Trustee").



          WHEREAS, the Company, the Guarantors, JPMorgan Chase Bank (formerly

known as The Chase Manhattan Bank, New York), as registrar, transfer agent and

paying agent, JPMorgan Chase Bank, London Branch (formerly known as The Chase

Manhattan Bank, London Branch), as transfer agent and paying agent, J.P. Morgan

Bank Luxembourg S.A. (formerly known as Chase Manhattan Bank Luxembourg S.A.),

as transfer paying agent and paying agent, JPMorgan Trust Bank Ltd. (formerly

known as Chase Trust Bank), as principal paying agent and the Trustee are

parties to an Indenture dated as of June 27, 1997 (as amended and supplemented

as of the date hereof, the "Existing Indenture") pursuant to which the Company

issued U.S.$400,000,000 of its 8.5% Notes due 2005 (the "Securities").



          WHEREAS, Section 9.2 of the Existing Indenture provides that the

Company, the Guarantors, and the Trustee, with the written consent of the

Holders of a majority in aggregate principal amount of the outstanding

Securities, may enter into a supplemental indenture for purposes of amending the

Existing Indenture or such Securities.



          WHEREAS, the Holders of a majority in aggregate principal amount of

the outstanding Securities shall, pursuant to this First Supplemental Indenture,

provide written consent to the execution and delivery of this First Supplemental

Indenture.



          WHEREAS, all things necessary have been done to make this First

Supplemental Indenture, when executed and delivered by the Company, the legal,

valid and binding agreement of the Company.



          NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH, that for

good and valuable consideration the receipt and sufficiency of which is hereby

acknowledged, and for the purpose of amending and supplementing the Existing

Indenture, the Company, the Guarantors and the Trustee, for the benefit of the

Holders, agree as follows:





                          First Supplemental Indenture

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



<PAGE>



                                    ARTICLE I



                                   DEFINITIONS



          Section 1.01. Definitions. Capitalized terms used in this First

Supplemental Indenture and not otherwise defined are used herein as defined in

the Existing Indenture. In addition, as used herein:



          "Indenture Documents" means, collectively, the First Supplemental

Indenture, the Existing Indenture as amended by the First Supplemental Indenture

and the Securities.



          "Indenture Obligors" means, collectively, the Company and the

Guarantors.



          "Material Adverse Effect" means a material adverse change in or a

material adverse effect on (a) the business, condition (financial or otherwise),

operations, performance, properties or prospects of any Indenture Obligor and

its Subsidiaries, or (b) the ability of any Indenture Obligor to perform its

obligations under the Indenture Documents or (c) the rights and remedies of the

Holders and the Trustee hereunder or under any of the other Indenture Documents.



                                   ARTICLE II



                       AMENDMENT OF THE ORIGINAL INDENTURE



          Upon receipt by the Trustee of duly executed counterparts of this

First Supplemental Indenture from the parties hereto, the Existing Indenture

shall be amended as follows:



          Section 2.01. Amendment of Section 1.1. The following new defined

terms and definitions shall be added to Section 1.1 of the Existing Indenture in

the appropriate alphabetic locations:



          "Capital Expenditures" means, as to any Person, expenditures

     (including in respect of Capital Lease Obligations) made by such Person to

     acquire or construct fixed assets, plant and equipment (including renewals,

     improvements and replacements, but excluding repairs unless such repairs

     are required to be capitalized in accordance with GAAP).



          "Cash Threshold" means, at any time, the lesser of (i) the aggregate

     amount of cash of any Guarantor and its Subsidiaries on a consolidated

     basis at such time and (ii) the Current Portion of Long-Term Debt of such

     Guarantor and its Subsidiaries at such time.



          "Current Portion" means, at any time, as to any Long-Term Debt, the

     portion thereof scheduled to mature within one year.







                          First Supplemental Indenture

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



<PAGE>





          "Debt Service Coverage Ratio" means, as at the last day of any fiscal

     quarter of any Guarantor the ratio of (i) EBITDA for the period of four

     consecutive fiscal quarters of such Guarantor ending on such date minus the

     aggregate amount of Capital Expenditures of such Guarantor and its

     Subsidiaries on a consolidated basis made during such period plus the Cash

     Threshold on such date to (ii) the Current Portion of Long-Term Debt on

     such date plus Interest Expense for the period of four consecutive fiscal

     quarters of such Guarantor and its Subsidiaries on a consolidated basis

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