0001144204-06-040488 Sample Contracts

AND JPMORGAN CHASE BANK, N.A., As Depositary AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTS Amended and Restated Deposit Agreement Dated as of September 28, 2006
Deposit Agreement • September 29th, 2006 • Companhia Vale Do Rio Doce • Metal mining • New York

AMENDED AND RESTATED DEPOSIT AGREEMENT dated as of September 28, 2006 (the "Deposit Agreement") among COMPANHIA VALE DO RIO DOCE and its successors (the "Company"), JPMORGAN CHASE BANK, N.A., as depositary hereunder (the "Depositary"), and all holders from time to time of American Depositary Receipts issued hereunder ("ADRs") evidencing American Depositary Shares ("ADSs") representing deposited Shares (defined below). The Company hereby appoints the Depositary as depositary for the Deposited Securities and hereby authorizes and directs the Depositary to act in accordance with the terms set forth in this Deposit Agreement. All capitalized terms used herein have the meanings ascribed to them in Section 1 or elsewhere in this Deposit Agreement.

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