Common use of Notices to Underwriters Clause in Contracts

Notices to Underwriters. Notices to the Underwriters shall be directed to: The respective principal amounts of the Securities to be purchased by each of the Underwriters are set forth opposite their names in Schedule I hereto. To the extent not superseded or amended by the terms hereof, the provisions of the Underwriting Agreement Basic Provisions are incorporated herein by reference. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Underwriting Agreement Basic Provisions. This Terms Agreement may be signed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same agreement. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company and the Guarantor one of the counterparts hereof, whereupon it will become a binding agreement among the Company, the Guarantor and the several Underwriters in accordance with its terms. Very truly yours, VALE OVERSEAS LIMITED By Name: Title: By Name: Title: COMPANHIA VALE DO RIO DOCE By Name: Title: By Name: Title: The foregoing Terms Agreement is hereby confirmed and accepted as of the date first above written. [ ] acting on behalf of itself and as representative of the several Underwriters By Name: Title: SCHEDULE I Underwriter Principal Amount of Securities SCHEDULE II Schedule of Free Writing Prospectuses included in the Disclosure Package [list all FWPs included in the Disclosure Package] SCHEDULE III [Final Term Sheet to be inserted] Exhibit B – Form of Final Term Sheet FINAL TERM SHEET Issuer: Vale Overseas Limited Guarantee: Companhia Vale do Rio Doce Title of Securities: Aggregate Principal Amount: Price To Public: % of principal amount, plus accrued interest, if any, from Maturity: Interest Rate/Coupon: [%] Interest Payment Dates: and of each year, commencing on Interest Payment Record Dates: and of each year Redemption Provisions/Call Options: [Sinking Fund Provisions: ] Yield to Maturity: Benchmark: Spread to Treasury: Other Provisions: Settlement Date: Minimum Denomination: Book-Running Manager[s]: Co-Managers: Ratings: / CUSIP: ISIN: [Common Code: ] [Listing: ] The offer and sale of the Securities to which this final term sheet relates have been registered by Vale Overseas Limited and Companhia Vale do Rio Doce by means of a registration statement on Form F-3 (Registration No. 333-[ ]). The issuer and the guarantor have filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer and the guarantor have filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, the guarantor, any underwriter or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-[ ].

Notices to Underwriters. Notices to the Underwriters shall be directed to: The respective principal amounts of the Securities to be purchased by each of the Underwriters are set forth opposite their names in Schedule I hereto. To the extent not superseded or amended by the terms hereof, the provisions of the Underwriting Agreement Basic Provisions are incorporated herein by reference. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Underwriting Agreement Basic Provisions. This Terms Agreement may be signed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same agreement. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company and the Guarantor one of the counterparts hereof, whereupon it will become a binding agreement among the Company, the Guarantor and the several Underwriters in accordance with its terms. Very truly yours, VALE OVERSEAS LIMITED By CAPITAL II By: Name: Title: By By: Name: Title: COMPANHIA VALE DO RIO DOCE By S.A. By: Name: Title: By By: Name: Title: The foregoing Terms Agreement is hereby confirmed and accepted as of the date first above written. [ ] acting on behalf of itself and as representative of the several Underwriters By By: Name: Title: SCHEDULE I Underwriter Principal Amount Underwriter of Securities SCHEDULE II Schedule of Free Writing Prospectuses included in the Disclosure Package [list all FWPs included in the Disclosure Package] SCHEDULE III [Final Term Sheet to be inserted] Exhibit B – — Form of Final Term Sheet FINAL TERM SHEET Issuer: Vale Overseas Limited Capital II Guarantee: Companhia Vale do Rio Doce S.A. Title of Securities: Aggregate Principal Amount: Price To Public: % of principal amount, plus accrued interest, if any, from Maturity: Interest Rate/Coupon: [%] Interest Payment Dates: and of each year, commencing on Interest Payment Record Dates: and of each year Redemption Provisions/Call Options: [Sinking Fund Provisions: ] Yield to Maturity: Benchmark: Spread to Treasury: Other Provisions: Settlement Date: Minimum Denomination: Book-Running Manager[s]: Co-Managers: Ratings: / CUSIP: ISIN: [Common Code: ] [Listing: ] The offer and sale of the Securities to which this final term sheet relates have been registered by Vale Overseas Limited Capital II and Companhia Vale do Rio Doce S.A. by means of a registration statement on Form F-3 (Registration No. 333-[ ]). The issuer and the guarantor have filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer and the guarantor have filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, the guarantor, any underwriter or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-[ ].

Notices to Underwriters. Notices to the Underwriters shall be directed to: The respective principal amounts of the Securities to be purchased by each of the Underwriters are set forth opposite their names in Schedule I hereto. To the extent not superseded or amended by the terms hereof, the provisions of the Underwriting Agreement Basic Provisions are incorporated herein by reference. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Underwriting Agreement Basic Provisions. This Terms Agreement may be signed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same agreement. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company and the Guarantor one of the counterparts hereof, whereupon it will become a binding agreement among between the Company, the Guarantor Company and the several Underwriters in accordance with its terms. Very truly yours, VALE OVERSEAS LIMITED By Name: Title: By Name: Title: COMPANHIA VALE DO RIO DOCE By Name: Title: By Name: Title: The foregoing Terms Agreement is hereby confirmed and accepted as of the date first above written. [ ] acting on behalf of itself and as representative of the several Underwriters By Name: Title: SCHEDULE I Underwriter Principal Amount of Securities SCHEDULE II Schedule of Free Writing Prospectuses included in the Disclosure Package [list all FWPs included in the Disclosure Package] SCHEDULE III [Final Term Sheet to be inserted] Exhibit B – Form of Final Term Sheet FINAL TERM SHEET Issuer: Vale Overseas Limited Guarantee: Companhia Vale do Rio Doce Title of Securities: Aggregate Principal Amount: Price To Public: % of principal amount, plus accrued interest, if any, from Maturity: Interest Rate/Coupon: [%] Interest Payment Dates: and of each year, commencing on Interest Payment Record Dates: and of each year Redemption Provisions/Call Options: [Sinking Fund Provisions: ] Yield to Maturity: Benchmark: Spread to Treasury: Other Provisions: Settlement Date: Minimum Denomination: Book-Running Manager[s]: Co-Managers: Ratings: / CUSIP: ISIN: [Common Code: ] [Listing: ] The offer and sale of the Securities to which this final term sheet relates have been registered by Vale Overseas Limited and Companhia Vale do Rio Doce by means of a registration statement on Form F-3 (Registration No. 333-[ ]). The issuer and the guarantor have has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer and the guarantor have has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, the guarantor, any underwriter or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-[ ].

Notices to Underwriters. Notices to the Underwriters shall be directed to: The respective principal amounts of the Securities to be purchased by each of the Underwriters are set forth opposite their names in Schedule I hereto. Exhibit A to the Underwriting Agreement Basic Provisions – Form of Terms Agreement To the extent not superseded or amended by the terms hereof, the provisions of the Underwriting Agreement Basic Provisions are incorporated herein by reference. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Underwriting Agreement Basic Provisions. This Terms Agreement may be signed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same agreement. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company and the Guarantor one of the counterparts hereof, whereupon it will become a binding agreement among between the Company, the Guarantor Company and the several Underwriters in accordance with its terms. Very truly yours, VALE OVERSEAS LIMITED By Name: Title: By Name: Title: COMPANHIA VALE DO RIO DOCE S.A. By Name: Title: By Name: Title: The foregoing Terms Agreement is hereby confirmed and accepted as of the date first above written. [ ] acting on behalf of itself and as representative of the several Underwriters By Name: Title: Exhibit A to the Underwriting Agreement Basic Provisions – Form of Terms Agreement SCHEDULE I Underwriter Principal Amount of Securities Exhibit A to the Underwriting Agreement Basic Provisions – Form of Terms Agreement SCHEDULE II Schedule of Free Writing Prospectuses included in the Disclosure Package [list all FWPs included in Exhibit A to the Disclosure Package] Underwriting Agreement Basic Provisions – Form of Terms Agreement SCHEDULE III [Final Term Sheet Exhibit A to the Underwriting Agreement Basic Provisions – Form of Terms Agreement EXHIBIT I [Underwriting Agreement Basic Provisions to be insertedattached] Exhibit B to the Underwriting Agreement Basic Provisions – Form of Final Term Sheet Terms Agreement FINAL TERM SHEET Issuer: Vale Overseas Limited Guarantee: Companhia Vale do Rio Doce S.A. Title of Securities: ________________ Aggregate Principal Amount: ________________ Price To Public: % of principal amount, plus accrued interest, if any, from _______________ Maturity: __________________ Interest Rate/Coupon: ____[%] Interest Payment Dates: _____________ and _____________ of each year, commencing on _______________ Interest Payment Record Dates: ______________ and ________________ of each year Redemption Provisions/Call Options: __________________ [Sinking Fund Provisions: __________________] Yield to Maturity: __________________ Benchmark: __________________ Spread to Treasury: __________________ Other Provisions: __________________ Settlement Date: __________________ Minimum Denomination: __________________ Book-Running Manager[s]: __________________ Co-Managers: __________________ Ratings: / __________________/__________________ CUSIP: __________________ ISIN: __________________ [Common Code: __________________] [Listing: __________________] The offer and sale of the Securities to which this final term sheet relates have been registered by Vale Overseas Limited and Companhia Vale do Rio Doce S.A. by means of a registration statement on Form F-3 (Registration No. 333-[ ]). The issuer and the guarantor have has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer and the guarantor have has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, the guarantor, any underwriter or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-[ [__________________].

Notices to Underwriters. Notices to the Underwriters shall be directed to: The respective principal amounts of the Securities to be purchased by each of the Underwriters are set forth opposite their names in Schedule I hereto. To the extent not superseded or amended by the terms hereof, the provisions of the Underwriting Agreement Basic Provisions are incorporated herein by reference. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Underwriting Agreement Basic Provisions. This Terms Agreement may be signed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same agreement. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company and the Guarantor one of the counterparts hereof, whereupon it will become a binding agreement among the Company, the Guarantor and the several Underwriters in accordance with its terms. Very truly yours, VALE OVERSEAS CAPITAL LIMITED By Name: Title: By Name: Title: 39 COMPANHIA VALE DO RIO DOCE By Name: Title: By Name: Title: The foregoing Terms Agreement is hereby confirmed and accepted as of the date first above written. [ ] acting on behalf of itself and as representative of the several Underwriters By Name: Title: SCHEDULE I Underwriter Principal Amount of Securities SCHEDULE II Schedule of Free Writing Prospectuses included in the Disclosure Package [list all FWPs included in the Disclosure Package] SCHEDULE III [Final Term Sheet Filed pursuant to be inserted] Exhibit B – Form Rule 433 Registration No. 333-143857 and 333-143857-01 June 19, 2007 Vale Capital Limited $1,295,732,300 5.50% Guaranteed Notes due 2010, Series RIO Mandatorily Convertible into American Depositary Shares, each representing one common share of Final Term Sheet FINAL TERM SHEET Issuer: Vale Overseas Limited Guarantee: Companhia Vale do Rio Doce Issuer: Vale Capital Limited Guarantor Companhia Vale do Rio Doce Ticker of Guarantor ADSs / Exchange: RIO / The New York Stock Exchange Title of Securitiessecurities: 5.50% Guaranteed Notes Due 2010, Series RIO (“Series RIO Notes”) Aggregate Principal Amountprincipal amount: $1,295,732,300.00 Price To Publicto public: 100% of principal amount, plus accrued interest, if any, from MaturityJune 25, 2007 Principal amount per Series RIO Note: Interest Rate/Coupon$50.00 Annual interest rate: [%] Interest Payment Dates: and of each 5.50% per year, commencing on Interest Payment Record Datespayable quarterly starting September 15, 2007 Additional interest: and Equal to amount of each year Redemption Provisions/Call Optionsany cash distributions made by the Guarantor to all holders of RIO ADSs, pursuant to a calculation described in the prospectus supplement Threshold appreciation price: [Sinking Fund Provisions: ] Yield to Maturity: Benchmark: Spread to Treasury: Other Provisions: Settlement Date: Minimum Denomination: Book-Running Manager[s]: Co-Managers: Ratings: / CUSIP: ISIN: [Common Code: ] [Listing: ] The offer and sale US$57.71, which is approximately 26% over the closing price of the Securities to which this final term sheet relates have been registered by Vale Overseas Limited and Companhia Vale do Rio Doce by means of a registration statement on Form F-3 (Registration No. 333-[ ]). The issuer and the guarantor have filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer and the guarantor have filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX RIO ADSs on the SEC Web site at xxx.xxx.xxx. AlternativelyNew York Stock Exchange of $45.80 on June 19, 2007 (the issuer, the guarantor, any underwriter or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-[ ]“initial price”).

Notices to Underwriters. Notices to the Underwriters shall be directed to: The respective principal amounts of the Securities to be purchased by each of the Underwriters are set forth opposite their names in Schedule I hereto. To the extent not superseded or amended by the terms hereof, the provisions of the Underwriting Agreement Basic Provisions are incorporated herein by reference. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Underwriting Agreement Basic Provisions. This Terms Agreement may be signed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same agreement. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company and the Guarantor one of the counterparts hereof, whereupon it will become a binding agreement among the Company, the Guarantor and the several Underwriters in accordance with its terms. Very truly yours, VALE OVERSEAS LIMITED CAPITAL II By Name: Title: By Name: Title: COMPANHIA VALE DO RIO DOCE S.A. By Name: Title: By Name: Title: The foregoing Terms Agreement is hereby confirmed and accepted as of the date first above written. [ ] acting on behalf of itself and as representative of the several Underwriters By Name: Title: SCHEDULE I Underwriter Principal Amount Underwriter of Securities SCHEDULE II Schedule of Free Writing Prospectuses included in the Disclosure Package [list all FWPs included in the Disclosure Package] SCHEDULE III [Final Term Sheet to be inserted] Exhibit B – Form of Final Term Sheet FINAL TERM SHEET Issuer: Vale Overseas Limited GuaranteeCapital II Guarantor: Companhia Vale do Rio Doce S.A. Title of Securities: Aggregate Principal Amount: Price To Public: ___% of principal amount, plus accrued interest, if any, from Maturity: Interest Rate/Coupon: ___[%] Interest Payment Dates: and of each year, commencing on Interest Payment Record Dates: and of each year Redemption Provisions/Call Options: [Sinking Fund Provisions: ] Yield to Maturity: Benchmark: Spread to Treasury: Other Provisions: Settlement Date: Minimum Denomination: Book-Running Manager[s]: Co-Managers: Ratings: / CUSIP: ISIN: [Common Code: ] [Listing: ] The offer and sale of the Securities to which this final term sheet relates have been registered by Vale Overseas Limited Capital II and Companhia Vale do Rio Doce S.A. by means of a registration statement on Form F-3 (Registration No. 333-[ ]). The issuer and the guarantor have filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer and the guarantor have filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, the guarantor, any underwriter or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-[ ].

Notices to Underwriters. Notices to the Underwriters shall be directed to: The respective principal amounts of the Securities to be purchased by each of the Underwriters are set forth opposite their names in Schedule I hereto. To the extent not superseded or amended by the terms hereof, the provisions of the Underwriting Agreement Basic Provisions are incorporated herein by reference. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Underwriting Agreement Basic Provisions. This Terms Agreement may be signed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same agreement. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company and the Guarantor one of the counterparts hereof, whereupon it will become a binding agreement among the Company, the Guarantor and the several Underwriters in accordance with its terms. Very truly yours, VALE OVERSEAS CAPITAL LIMITED By Name: Title: By Name: Title: COMPANHIA VALE DO RIO DOCE By Name: Title: By Name: Title: The foregoing Terms Agreement is hereby confirmed and accepted as of the date first above written. [ ] acting on behalf of itself and as representative of the several Underwriters By Name: Title: SCHEDULE I Underwriter Principal Amount of Securities SCHEDULE II Schedule of Free Writing Prospectuses included in the Disclosure Package [list all FWPs included in the Disclosure Package] SCHEDULE III [Final Term Sheet to be inserted] Exhibit B – Form of Final Term Sheet FINAL TERM SHEET Issuer: Vale Overseas Capital Limited Guarantee: Companhia Vale do Rio Doce Title of Securities: ________________ Aggregate Principal Amount: ____________ Price To Public: __% of principal amount, plus accrued interest, if any, from _______________ Maturity: ______________ Interest Rate/Coupon: ___[%] Interest Payment Dates: ________________ and ________________ of each year, commencing on _____________ Interest Payment Record Dates: ________________ and ________________ of each year Redemption Provisions/Call Options: _________________________ [Sinking Fund Provisions: _________________________] Yield to Maturity: ________________ Benchmark: ________________ Spread to Treasury: ________________ Other Provisions: _________________________ Settlement Date: __________________ Minimum Denomination: ________________ Book-Running Manager[s]: ______________________ Co-Managers: ______________________________ Ratings: / _____________/_________________ CUSIP: _______________________ ISIN: _________________________ [Common Code: ____________________] [Listing: _______________] The offer and sale of the Securities to which this final term sheet relates have been registered by Vale Overseas Capital Limited and Companhia Vale do Rio Doce by means of a registration statement on Form F-3 (Registration No. 333-[ ]). The issuer and the guarantor have filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer and the guarantor have filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, the guarantor, any underwriter or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-[ ].

Notices to Underwriters. Notices to the Underwriters shall be directed to: The respective principal amounts of the Securities to be purchased by each of the Underwriters are set forth opposite their names in Schedule I hereto. To the extent not superseded or amended by the terms hereof, the provisions of the Underwriting Agreement Basic Provisions are incorporated herein by reference. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Underwriting Agreement Basic Provisions. Exhibit A to the Underwriting Agreement Basic Provisions — Form of Terms Agreement This Terms Agreement may be signed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same agreement. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company and the Guarantor one of the counterparts hereof, whereupon it will become a binding agreement among between the Company, the Guarantor Company and the several Underwriters in accordance with its terms. Very truly yours, VALE OVERSEAS LIMITED By Name: Title: By Name: Title: COMPANHIA VALE DO RIO DOCE S.A. By Name: Title: By Name: Title: The foregoing Terms Agreement is hereby confirmed and accepted as of the date first above written. [ ] acting on behalf of itself and as representative of the several Underwriters By Name: Title: Exhibit A to the Underwriting Agreement Basic Provisions – Form of Terms Agreement SCHEDULE I Underwriter Principal Amount of Securities Exhibit A to the Underwriting Agreement Basic Provisions – Form of Terms Agreement SCHEDULE II Schedule of Free Writing Prospectuses included in the Disclosure Package [list all FWPs included in Exhibit A to the Disclosure Package] Underwriting Agreement Basic Provisions – Form of Terms Agreement SCHEDULE III Exhibit A to the Underwriting Agreement Basic Provisions – Form of Terms Agreement EXHIBIT I [Final Term Sheet Underwriting Agreement Basic Provisions to be insertedattached] Exhibit B to the Underwriting Agreement Basic Provisions – Form of Final Term Sheet FINAL TERM SHEET Issuer: Vale Overseas Limited Guarantee: Companhia Vale do Rio Doce S.A. Title of Securities: Aggregate Principal Amount: Price To Public: % of principal amount, plus accrued interest, if any, from Maturity: Interest Rate/Coupon: [%] Interest Payment Dates: and of each year, commencing on Interest Payment Record Dates: and of each year Redemption Provisions/Call Options: [Sinking Fund Provisions: ] Yield to Maturity: Benchmark: Spread to Treasury: Other Provisions: Settlement Date: ___ Minimum Denomination: Book-Running Manager[s]: Co-Managers: Ratings: / CUSIP: ISIN: [Common Code: ] [Listing: ] The offer and sale of the Securities to which this final term sheet relates have been registered by Vale Overseas Limited and Companhia Vale do Rio Doce S.A. by means of a registration statement on Form F-3 (Registration No. 333-[ ]). The issuer and the guarantor have has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer and the guarantor have has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, the guarantor, any underwriter or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-[ ].