background image
ATTACHMENT II OF THE MINUTES OF THE EXTRAORDINARY GENERAL MEETING AS OF 04/26/2004 OF NATURA
COSMÉTICOS S.A. Page 1
ADDENDUM TO THE PROGRAM FOR THE GRANTING OF CALL OPTION OR
SHARE SUBSCRIPTION REGISTERED WITH THE 9
TH
REGISTRY OF DEEDS
AND DOCUMENTS UNDER #273395 ON MAY 10, 2001 ("Program")
Natura Cosméticos S.A., a joint-stock company, as lawful successor of Natura
Participações S.A., headquartered in the city of Itapecerica da Serra, State of São
Paulo, at Rodovia Régis Bittencourt, km 293, Edifício I, enrolled with the corporate
taxpayer's ID (CNPJ/MF) under #71.673.990/0001-77, in this act represented by its
By-Laws, hereinafter referred to as "Natura Cosméticos";

Whereas, by virtue of the merger of the extinguished companies Natura
Participações S.A. and Natura Empreendimentos S.A., by Natura Cosméticos,
occurred on March 05, 2004, Natura Cosméticos succeeded in general all the
assets, rights and obligations of the referred companies, including, but not limited
to the rights and obligations related to the Programs for the Granting of Call Options
or Share Subscription previously approved by those companies;
Whereas, Natura Cosméticos submitted on March 23, 2004, an application for
Publicly-held Corporation Registration with the Brazilian Securities and Exchange
Commission ("CVM") and it is in prospect of going public with the purposes of
trading its securities on the market;
RESOLVE:
I ­ to make an addendum to the Program to reflect amongst other things the
following major alterations:
a)
The options granted under the terms of the referred Programs and
respective Plans shall ensure to its Participants, the right, the option
being exercised, to subscribe or acquire Natura Cosméticos' common
shares and no longer the preferred shares. Hence, instead of the rights
provided for in the legislation for the preferred shares, all and any rights
guaranteed by law to the common shares shall be ensured to the
Participants, including, but not limited to the political voting rights;
b)
The provisions related to the obligation to sign shall be automatically
deemed as extinguished, as a condition for the exercise of options, the
Agreements for the Conditional Purchase and Sale of Shares and
Assignment of Preemptive Right, besides, all the legal agreements of this
nature shall be terminated, which might have been executed by the
Participants. Therefore, the Participants may freely trade their shares on
the market and shall enjoy, in the capacity as shareholders, the
preemptive right guaranteed by the legislation;
c) As a result of the provision in item "b" above, all and any reference to the
*Conditional Share Purchase and Sale Agreements and the Assignment of
background image
ATTACHMENT II OF THE MINUTES OF THE EXTRAORDINARY GENERAL MEETING AS OF 04/26/2004 OF NATURA
COSMÉTICOS S.A. Page 2
Preemptive Rights are excluded from the Program and respective Plans;
and

d) The Board of Directors shall adopt all the appropriate measures and
arrangements to (i) make an addendum to the Plans previously approved
and the Option Agreements, and (ii) formalize the termination of
Conditional Share Purchase and Sale agreements and the Assignment of
Preemptive Right.
II ­ consolidate for a better viewing of the impacts caused by the amendments
promoted herein, the text of the Program, which now takes effect with the
following wording:
"PROGRAM FOR THE GRANTING OF CALL OPTION OR SHARE
SUBSCRITPION"
REGULATION

I - CONCEPT
The Program consists of the granting of call option or subscription of NATURA
COSMÉTICOS S.A.'s common shares to its executive officers, managers and
employees, as well as executive officers, managers and employees of other
companies, which are or are to be under the direct or indirect control of NATURA
COSMÉTICOS S.A., whether these are domestic or foreign companies already
organized or to be organized.
By means of the granting of call options or share subscription, the Participants may
acquire, within term and price previously set out, the Company's shares, as long as
all the terms and conditions provided for in this Regulation are met.
II - DEFINITIONS
For the purposes of this present Program, it is understood by:
Shareholders ­ individuals or legal entities holding the Company's shares;
Shares ­ the nominative common shares, which shall be or were already issued by
the Company in view of the Program for the Granting of Call Option or Share
Subscription;
background image
ATTACHMENT II OF THE MINUTES OF THE EXTRAORDINARY GENERAL MEETING AS OF 04/26/2004 OF NATURA
COSMÉTICOS S.A. Page 3

Qualified Collaborator ­ all Natura Cosméticos S.A.'s executive officers, managers
and employees, as well as other companies pertaining to the Natura Group;
Company ­ the company Natura Cosméticos S.A.;
Option Agreement ­ the Private Instrument for the Granting of Call Option or
Share Subscription executed between the Company and the Qualified Collaborator,
through which, the latter acquires the capacity as Program Participant, declaring to
be aware and accept all its terms and conditions;
Natura Group- the set of companies Natura Cosméticos S.A. and other controlled
companies or to be controlled, whether directly or indirectly by Natura Cosméticos
S.A., where these are domestic or foreign companies, already organized or to be
organized;
Option ­ the possibility of the Participants to subscribe or acquire the Company's
shares by a price previously determined, as long as all the terms and conditions of
this present Program are met;
Mature Option ­ the option, which met the conditions set out for the exercise of
right to subscribe or purchase shares;
Non-Mature Option ­ the option, which has not met the conditions set out for the
exercise of right to subscribe or purchase shares yet;
Participant ­ the Collaborator Qualified to whom a call option or share subscription
under the conditions of this Program was granted, after having signed the Option
Agreement;
Period for the exercise of option - this is the period in which the options may be
exercised under the terms of items VI.6.1 and VI.6.2 of this present Program;
Program ­ the call option or share subscription Program of Natura Cosméticos
S.A.;
Plan ­ the call option or share subscription plan, which based on the Program, is
approved by the Board of Directors for a certain year of validity of the Program;
Share value ­ the Value calculated for each share under the terms defined in this
present Program.
background image
ATTACHMENT II OF THE MINUTES OF THE EXTRAORDINARY GENERAL MEETING AS OF 04/26/2004 OF NATURA
COSMÉTICOS S.A. Page 4
III - PURPOSES
The Program's purposes are:
a) to encourage the improvement of the Company's management and of the
companies under its direct or indirect control, granting to the Participants the
possibility of becoming shareholders, stimulating them to work in the optimization
of all the aspects which may valorize the Company, and providing them a corporate
view, conciliating and improving the relations among the Group's corporations;

b) to motivate the permanence of executive officers, managers and employees, and

c) to expand the attractiveness of the Company and of the Natura Group's
companies.
IV ­ QUALIFIED COLLABORATORS
The executive officers, managers and employees of the Company and other Natura
Group's companies are the Qualified Collaborators.
External Collaborators shall not be eligible to receive any call option or share
subscription through this Program.
V ­ REQUIREMENTS TO OBTAIN THE CONDITION AS PARTICIPATING
QUALIFIED COLLABORATOR
In order to become a Participant of the Program, the Qualified Collaborator shall be
formally appointed by the Board of Directors, under the terms defined in this
Program. In addition, as a basic condition to his/her appointment to be deemed as
valid and binding, the Qualified Collaborator appointed as Participant shall sign the
Option Agreement, expressly adhering to the Plan prepared in view of this present
Program and declaring to be aware of all its terms and conditions, including the
restrictions contained therein.
VI ­ PROGRAM BASIC STRUCTURE
VI.1 ­ Annual Plans
In every year of effectiveness of the Program, the Board of Directors may create a
Plan for the granting of call options or share subscription, which if implemented,
shall be structured based on the criteria defined in this Program.
background image
ATTACHMENT II OF THE MINUTES OF THE EXTRAORDINARY GENERAL MEETING AS OF 04/26/2004 OF NATURA
COSMÉTICOS S.A. Page 5
It shall be exclusively incumbent upon the Board of Directors to decide on the
opportunity and convenience whether or not to implementing the referred plans
every year of effectiveness of the Program.
VI.2 ­ Election of the Participants
Each Plan shall elect amongst the Qualified Collaborators, the Program Participants.
VI.3 ­ Definition of the number of shares to each plan and the form of their
distribution amongst the various Participants
For each Plan, the Board of Directors, in accordance with this Program, shall define
the number of shares to be distributed amongst the Participants.
It shall also be incumbent upon the Board of Directors to define in each Plan, the
Qualified Collaborators who shall have right to the options, as well as the quantity of
options to which each Participant shall be entitled.
Taking into account that the Participants may become the Company's shareholders,
the definition about which Qualified Collaborators shall be Participants, as well as
about the quantity of options each one shall be entitled to, shall be freely set by the
Board of Directors in view of the importance and requisite of the position, the
Participant's potentiality, his/her involvement in strategic projects and the added-
value he/she offers to the Company, without requiring to attribute the condition as
Participant in all the categories or even to all those integrating a same category,
besides, in relation to two or more Participants of a same category, different
quantities of options may be attributed.
VI.4 ­ Total limit of shares available in the Program
The total number of shares destined to the Program may not exceed the maximum
limit of five per cent (5%) of the total Company's shares.
For the purposes of this limit, the sum of the following shares and options shall be:
·
Non-mature options;
·
Mature options;
·
Shares subscribed based on this Program under the possession of the
Participants;
·
Shares subscribed based on this Program and acquired by the Company to
remain in the treasury; and
·
Shares and options, whether or not mature, which have been granted,
subscribed or purchased, as this is the case, based on the Granting of Call
Option or Subscription Plans previously approved and/or assumed by the
Company.
background image
ATTACHMENT II OF THE MINUTES OF THE EXTRAORDINARY GENERAL MEETING AS OF 04/26/2004 OF NATURA
COSMÉTICOS S.A. Page 6
VI.5 ­ Granting of the options
As long as the requisites required by the Program and Plan are present, as being
qualified to attribute to the Qualified Collaborator the capacity as Participant, the
Company may grant him/her call options or share subscription, under the limits and
quantities previously provided for in the Plan.
VI.5.1 ­ Restrictions to the transfer of options
The options, whether or not mature, executed between the Company and the
Participants shall not be transferable, unless in the event of succession resulting
from the Participant's decease. In this case (Participant's decease), the options,
whether or not mature, may be exercised by the successors, hence defined after the
regular course of the probation proceeding and estate settlement.
The price to be paid at the moment of options exercise shall be calculated based on
the criteria set forth in VI.6.4 of this Regulation.
The term for the successors exercising their options under the terms of this item
shall be 12 months from the Participant's decease, and the Company, at its
exclusive discretion, may extend this term until the expiration of term for the
probation and estate settlement, always in compliance with the maximum term for
the exercise of Options.
VI.6 ­Exercise of options
The requirements and conditions provided for in this Program being met and
provided that the options are mature, the Participants shall have right to the
exercise of their options, that is to say, to the subscription of new shares or to the
purchase of treasury shares, which have been issued or purchased in view of this
Program.
VI.6.1 ­ Moment in which the options become mature
The options granted under the terms of this present Program shall become mature,
i.e., may be exercised at the ratio of 1/3 of the options for the year. It is worth
pointing out that once granted the options, the Participant shall obtain, by the end
of each year, from the date the Board of Directors has appointed the Qualified
Collaborator as Participant, the right to cumulatively exercise 1/3 of the total of
his/her options, and at the end of third year from the referred date, the totality of
options shall be deemed as mature, therefore, liable to be exercised.
In this regard: i) by the end of the first year, 1/3 of the options shall be liable to be
exercised; ii) by the end of the second year, 2/3 of the options; and iii) by the end
of the third year, 3/3, i.e., the totality of options.
background image
ATTACHMENT II OF THE MINUTES OF THE EXTRAORDINARY GENERAL MEETING AS OF 04/26/2004 OF NATURA
COSMÉTICOS S.A. Page 7
The Participant may, at his/her exclusive discretion, whether or not exercise his/her
options in so far as these have become mature, i.e., the Participant may exercise,
by the end of every year, the options becoming mature under the terms explained
above, or, if he/she so wishes, may postpone this exercise to the moment deemed
as more appropriate, provided that the maximum term for the exercise of options is
observed, under the terms defined in item VI.6.2 below.
VI.6.2 ­ Maximum term for the exercise of options
The Program Participant shall have a five(5)-year maximum term, from the date the
Board of Directors has appointed the Qualified Collaborator as Participant, to
exercise the options becoming mature, under the terms set forth in item VI.6.1
above, under the penalty of loss of procedural right to the referred exercise.
VI.6.3 ­Formal procedures for the exercise of options
The Participant intending to exercise the right to purchase or subscribe shares shall
inform the Company, in written, about hits/her intention, under the terms of the
notice model to be released by the Board of Directors or by the Managing
Committee of the Program.
Once the Company is informed, the effective Exercise of Options shall always occur
when Board of Directors' ordinary meetings are held, only on these dates the
Options may be exercised.
The Board of Directors may determine the suspension of right to the Exercise of
Options, whenever situations are verified, which under the terms of the legislation in
effect, restrict or prevent the trading of shares on the part of the Company's
employees and administrators.
VI.6.4 ­Share subscription or purchase price ­ criteria to determine the
share value
The subscription or purchase price of each share shall correspond to the Company's
share value on the date the Board of Directors has approved the Plan through
which, the qualified collaborator has been elected as Participant, always observing
the minimum limit, which is the share book value of shareholders' equity. This price
shall be ratified by the Board of Directors and necessarily authorized by the
Chairman and by two statutory executive officers.
The price adjusted under the terms above shall be monetarily updated by IBGE's
(Brazilian Institute of Geography and Statistics) IPCA (Amplified Consumer Price
Index) up to the effective date of subscription or purchase, as this is the case. For
the purposes of carrying out the referred update, the following formula shall be
adopted:
background image
ATTACHMENT II OF THE MINUTES OF THE EXTRAORDINARY GENERAL MEETING AS OF 04/26/2004 OF NATURA
COSMÉTICOS S.A. Page 8
Subscription or Purchase Price updated at t =
(Subscription or purchase price at s) * (IPCA at t) / (IPCA at s)
where
t = month of subscription
s = month in which the option was granted
When the IPCA index at t is not available, this shall be estimated based on the
formula below:
IPCA at t = IPCA at t-l * (IPCA at t-l) / (IPCA at t-2)
If the formula above, on account of the volatility of the Brazilian economy,
generates any relevant distortion, the Board of Directors shall estimate the IPCA at t
based on the average of estimates produced by the major financial institutions in
the country.
In the event the IPCA is extinguished, the Board of Directors shall opt for another
index to replace the former and reflecting the real inflation for the period.
The price previously referred shall be provided for in the Option Agreement and it
shall be the same for all the Participants of a same Plan.
The share value is understood as the Company's value divided by the total number
of its shares, always observing a minimum limit, which is the share book value of
shareholders' equity. The Company's value shall be calculated and released on a
monthly basis, as basis for the criterion provided for in the Attachment I, integral
and inseparable part of the original Program, filed with the 9
th
Registry of Deeds and
Documents under #273.395, on May 10, 2001.
VI.6.5 ­ Payment of subscribed shares
The share subscription or purchase corresponding to the Program shall be paid in
cash, with own funds of the Participant.
For the cash payment of shares referring to his/her option, the Participant may use
the funds resulting from the sale of these same shares.
On an exceptional basis, it shall be incumbent upon the Board of Directors, at its
exclusive discretion, whether or not to authorize the funding of purchase or
subscription price, observing that this term payment shall be effective by means of
funding of at most, ninety per cent (90%) of the subscription or purchase price,
based on the following conditions:
background image
ATTACHMENT II OF THE MINUTES OF THE EXTRAORDINARY GENERAL MEETING AS OF 04/26/2004 OF NATURA
COSMÉTICOS S.A. Page 9
a.1) amortization, in monthly installments, without grace period, annually adjusted,
or within reduced term if allowed by law, IBGE's IPCA or in the event of its
extinguishment, by another index reflecting the real inflation for the period;
a.2) funding maximum term of four (04) years;
a.3) 0.5% simple interest-bearing per month, calculated over the debit balance;
a.4) amortization of the debit balance at any moment, with Participant's own funds;
and
a.5) compulsory amortization by allocating: i) fifty per cent (50%) of the net
amount received by the Participant related to his/her annual bonus by results, and
ii) one hundred per cent (100%) of amounts received on the sale of shares.
VI.6.5.1 ­ Consequences for the non-payment of any of the funding
portions
In the event of non-punctuality of the Participant as to the payment of portions
agreed upon for the subscription of purchase of shares acquired through this
present Program, the early maturity of debt in full shall be considered.
The company may at its exclusive discretion accept the payment of the installment
overdue, maintaining the normal maturity of the other installments.
VI.7 ­ Sale of shares
The Shares purchased or subscribed under the terms of this present Program may
be freely sold by the Participant, under the terms of the legislation in force.
VI.8 ­ Type of shares and rights granted thereto
For the purposes of this present Program nominative common shares shall be
issued, under the limits of authorized capital and in accordance with availabilities
provided for by each Plan, which shall ensure the same rights provided for other
common shares issued by the Company.
VI.9 ­ Preemptive right
Under the terms of provisions in the Article 171, paragraph 3, of the Law #6404/76,
the preemptive right shall not occur in the granting and in the exercise of call
options or share subscription, whether in relation to the current shareholders, or in
relation to those obtaining this capacity by force of this Program.
background image
ATTACHMENT II OF THE MINUTES OF THE EXTRAORDINARY GENERAL MEETING AS OF 04/26/2004 OF NATURA
COSMÉTICOS S.A. Page 10
VI.10 ­ Consequences for the Participants' withdrawal
Notwithstanding the general rules for the limitation to the circulation, assignment
and transfer of options, the situations outlined below shall have the following
treatment:
·
Participant's withdrawal due to good cause or at his/her request:
- options not yet mature shall be cancelled;
- mature options, but which have not been exercised yet, may not be exercised.
·
Withdrawal without cause:
- options not yet mature shall be cancelled;
- mature options, but which have not been exercised yet, may be exercised.
·
Withdrawal due to Participant's retirement, disability or decease:
- options not yet mature shall be deemed as exercisable;
- mature options, but which have not been exercised, may be exercised.

VII - MANAGEMENT ­ DEFINITION OF INCUMBENCIES
The Program shall be managed by the Company's Board of Directors, which shall
have the incumbency of resolving on the issue of shares, purpose of this present
Program (Article 168, paragraph 1, "b" of Law #6404/76). This incumbency may not
be delegated to another Company's body.
Within this incumbency, it shall be incumbent upon the Board of Directors any and
all resolution on the Program, provided that this does not imply in its alteration (in
this case, it shall depend on the approval of the extraordinary general meeting),
such as:
a) define, within the parameters of this Program, the annual plans for the granting
of call option or share subscription, estimating the targets to be reached, as well as
carry out any alteration in relation to the plans already created;
b) define, under the terms of this Program, its Participants;
c) define, within the limit of authorized capital and observing the maximum limit of
shares attributable to the Program, the quantity of options and the form of
distribution among these Participants;
d) determine the price by which the options may be exercised;
e) grant to the Participants the call option or subscription of shares to be issued in
view of the Program;
background image
ATTACHMENT II OF THE MINUTES OF THE EXTRAORDINARY GENERAL MEETING AS OF 04/26/2004 OF NATURA
COSMÉTICOS S.A. Page 11
f) take any other measures deemed as necessary or advisable for the administration
of the Program, as long as they do not imply in its alteration; and

g) propose amendments to the Program to be submitted for the extraordinary
general meeting's approval.
VII.1 ­ Program Managing Committee
The Board of Directors may attribute to a Managing Committee the management of
the Program. Nevertheless, its acts shall always be approved by the Board.

VIII ­ CHANGE IN THE SHARE CONTROL
In the event of a direct or indirect change in the Company's share control, the
Programs and Plans already implemented shall be observed.
IX - MERGER, SPIN-OFF, INCORPORATION AND TRANSFORMATION OF THE
COMPANY ­ INCORPORATION OF SHARES
In cases of merger, spin-off, with or without the extinguishment of the transferee,
merger or transformation of the Company, as well as in case of incorporation of
shares, the Programs and Plans already created shall be observed, making the
adjustments necessary in the number of Options, including in compliance with the
swap relations used for the purposes of the operations above.
X ­ ALTERATION TO THE NUMBER, TYPE AND CLASS OF SHARES
In cases of alterations to the number, type and class of Company's shares, as a
result of reserve split, splitting, bonus shares, as well as in cases of conversion of
shares of one type or class into another or the conversion into shares of other
securities issued by the Company, the necessary adjustments shall be made in the
Programs and Plans already created, especially in relation to the number of Options
and the type or class of Shares to which the Options refer, with a view to avoiding
distortions and damages to the Company or Participants.
XI - ALTERATION, SUSPENSION AND EXTINGUISHMENT OF THE PROGRAM
INCUMBENT UPON THE GENERAL MEETING
It shall be incumbent upon the Extraordinary General Meeting to approve and
therefore, alter, suspend or extinguish the Program, as well as amend the By-Laws
in order to establish the Board of Directors' incumbency to provide for the issues
and the conditions under which these issues may occur (Article 122 concurrently
with Article 135 of Law #6404/76).
background image
ATTACHMENT II OF THE MINUTES OF THE EXTRAORDINARY GENERAL MEETING AS OF 04/26/2004 OF NATURA
COSMÉTICOS S.A. Page 12
Any and all alteration to the Program proposed by the Board of Directors shall be
submitted to the approval of the extraordinary general meeting, and once approved,
only may reach the call options subsequent thereto.
Amongst the causes, which may give rise to the suspension, alteration or
extinguishment of the Program, including in relation to the options already granted,
but not yet exercised: the occurrence of factors causing serious change in the
economic scenario and those compromising the Company's financial status.
XII ­SPECIFIC PERFORMANCE
The Company and the Participants shall be entitled to claim in court the specific
performance of the obligations assumed by the other party, under the terms of this
Program, pursuant to the applicable provisions of the Brazilian Civil Code Procedure,
especially the provisions contained in the Articles 461, 632, 639 and following.
XIII ­ PROGRAM TERM OF EFFECTIVENESS
This Program shall be valid up to the end of year 2005".
In witness whereof and having agreed thereupon, the legal representatives of
Natura Cosméticos S.A. sign this present instrument in three (3) counterparts of
equal tenor and form.
Itapecerica da Serra ­ São Paulo, April 26, 2004.
NATURA COSMÉTICOS S.A.
background image
ATTACHMENT II OF THE MINUTES OF THE EXTRAORDINARY GENERAL MEETING AS OF 04/26/2004 OF NATURA
COSMÉTICOS S.A. Page 13
ADDENDUM TO THE PROGRAM FOR THE GRANTING OF CALL OPTION OR
SHARE SUBSCRIPTION REGISTERED WITH THE 6
TH
REGISTRY OF DEEDS
AND DOCUMENTS UNDER #998.491 ON NOVEMBER 28, 2002 ("Program")
Natura Cosméticos S.A., a joint-stock company, as lawful successor of Natura
Participações S.A., headquartered in the city of Itapecerica da Serra, State of São
Paulo, at Rodovia Régis Bittencourt, km 293, Edifício I, enrolled with the corporate
taxpayer's ID (CNPJ/MF) under #71.673.990/0001-77, in this act represented by its
By-Laws, hereinafter referred to as "Natura Cosméticos";

Whereas, by virtue of the merger of the extinguished companies Natura
Participações S.A. and Natura Empreendimentos S.A., by Natura Cosméticos,
occurred on March 05, 2004, Natura Cosméticos succeeded in general all the
assets, rights and obligations of the referred companies, including, but not limited
to the rights and obligations related to the Programs for the Granting of Call Options
or Share Subscription previously approved by those companies;
Whereas, Natura Cosméticos submitted on March 23, 2004, an application for
Publicly-held Corporation Registration with the Brazilian Securities and Exchange
Commission ("CVM") and it is in prospect of going public with the purposes of
trading its securities on the market;
RESOLVE:
I ­ to make an addendum to the Program to reflect amongst other things the
following major alterations:
a)
The options granted under the terms of the referred Programs and
respective Plans shall ensure to its Participants, the right, the option being
exercised, to subscribe or acquire Natura Cosméticos' common shares and
no longer the preferred shares. Hence, instead of the rights provided for in the
legislation for the preferred shares, all and any rights guaranteed by law to
the common shares shall be ensured to the Participants, including, but not
limited to the political voting rights;
b)
The provisions related to the obligation to sign shall be automatically
deemed as extinguished, as a condition for the exercise of options, the
Agreements for the Conditional Purchase and Sale of Shares and Assignment
of Preemptive Right, besides, all the legal agreements of this nature shall be
terminated, which might have been executed by the Participants. Therefore,
the Participants may freely trade their shares on the market and shall enjoy,
in the capacity as shareholders, the preemptive right guaranteed by the
legislation;
background image
ATTACHMENT II OF THE MINUTES OF THE EXTRAORDINARY GENERAL MEETING AS OF 04/26/2004 OF NATURA
COSMÉTICOS S.A. Page 14
c) As a result of the provision in item "b" above, all and any reference to the
Conditional Share Purchase and Sale Agreements and the Assignment of
Preemptive Rights are excluded from the Program and respective Plans; and
d) The Board of Directors shall adopt all the appropriate measures and
arrangements to (i) make an addendum to the Plans previously approved and
the Option Agreements, and (ii) formalize the termination of Conditional Share
Purchase and Sale agreements and the Assignment of Preemptive Right.
II ­ consolidate for a better viewing of the impacts caused by the amendments
promoted herein, the text of the Program, which now takes effect with the following
wording:
"PROGRAM FOR THE GRANTING OF CALL OPTION OR SHARE
SUBSCRITPION
REGULATION

I - CONCEPT
The Program consists of the granting of call option or subscription of NATURA
COSMÉTICOS S.A.'s common shares to its executive officers, managers and
employees, as well as executive officers, managers and employees of other
companies under the direct or indirect control of NATURA COSMÉTICOS S.A.
By means of the granting of call options or share subscription, the Participants may
acquire, within term and price previously set out, the Company's shares, as long as
all the terms and conditions provided for in this Regulation are met.
II - DEFINITIONS
For the purposes of this present Program, it is understood by:
Shareholders ­ individuals or legal entities holding the Company's shares;
Shares ­ the nominative common shares, which shall be or were already issued by
the Company in view of the Program for the Granting of Call Option or Share
Subscription;
Qualified Collaborator ­ all Natura Cosméticos S.A.'s executive officers, managers
and employees, as well as other companies pertaining to the Natura Group;
Company ­ the company Natura Cosméticos S.A.;
background image
ATTACHMENT II OF THE MINUTES OF THE EXTRAORDINARY GENERAL MEETING AS OF 04/26/2004 OF NATURA
COSMÉTICOS S.A. Page 15
Option Agreement ­ the Private Instrument for the Granting of Call Option or
Share Subscription executed between the Company and the Qualified Collaborator,
through which, the latter acquires the capacity as Program Participant, declaring to
be aware and accept all its terms and conditions;

Natura Group- the set of companies Natura Cosméticos S.A. and other controlled
companies or to be controlled, whether directly or indirectly by Natura Cosméticos
S.A., where these are domestic or foreign companies, already organized or to be
organized;

Option ­ the possibility of the Participants to subscribe or acquire the Company's
shares by a price previously determined, as long as all the terms and conditions of
this present Program are met;
Mature Option ­ the option, which met the conditions set out for the exercise of
right to subscribe or purchase shares;
Non-Mature Option ­ the option, which has not met the conditions set out for the
exercise of right to subscribe or purchase shares yet;
Participant ­ the Collaborator Qualified to whom a call option or share subscription
under the conditions of this Program was granted, after having signed the Option
Agreement;
Period for the exercise of option- this is the period in which the options may be
exercised under the terms of items VI.6.1 and VI.6.2 of this present Program;
Program ­ the call option or share subscription Program of Natura Cosméticos
S.A.;
Plan ­ the call option or share subscription plan, which based on the Program, is
approved by the Board of Directors for a certain year of validity of the Program;
Share value ­ the Value calculated for each share under the terms defined in this
present Program.
III - PURPOSES
The Program's purposes are:
a) to encourage the improvement of the Company's management and of the
companies under its direct or indirect control, granting to the Participants the
possibility of becoming shareholders, stimulating them to work in the optimization
of all the aspects which may valorize the Company, and providing them a corporate
view, conciliating and improving the relations among the Natura Group's
corporations;
background image
ATTACHMENT II OF THE MINUTES OF THE EXTRAORDINARY GENERAL MEETING AS OF 04/26/2004 OF NATURA
COSMÉTICOS S.A. Page 16
b) to motivate the permanence of executive officers, managers and employees, and
c) to expand the attractiveness of the Company and of the Natura Group's
companies.

IV ­ QUALIFIED COLLABORATORS
The executive officers, managers and employees of the Company and other Natura
Group's companies are the Qualified Collaborators.
External Collaborators shall not be eligible to receive any call option or share
subscription through this Program.
V ­ REQUIREMENTS TO OBTAIN THE CONDITION AS PARTICIPATING
QUALIFIED COLLABORATOR
In order to become a Participant of the Program, the Qualified Collaborator shall be
formally appointed by the Board of Directors, under the terms defined in this
Program. In addition, as a basic condition to his/her appointment to be deemed as
valid and binding, the Qualified Collaborator appointed as Participant shall sign the
Option Agreement, expressly adhering to the Plan prepared in view of this present
Program and declaring to be aware of all its terms and conditions, including the
restrictions contained therein.
VI ­ PROGRAM BASIC STRUCTURE
VI.1 ­ Annual Plans
In every year of effectiveness of the Program, the Board of Directors may create a
Plan for the granting of call options or share subscription, which if implemented,
shall be structured based on the criteria defined in this Program.
It shall be exclusively incumbent upon the Board of Directors to decide on the
opportunity and convenience whether or not to implementing the referred plans
every year of effectiveness of the Program.
VI.2 ­ Election of the Participants
Each Plan shall elect amongst the Qualified Collaborators, the Program Participants.
VI.3 ­ Definition of the number of shares to each plan and the form of their
distribution amongst the various Participants
For each Plan, the Board of Directors, in accordance with this Program, shall define
the number of shares to be distributed amongst the Participants.
background image
ATTACHMENT II OF THE MINUTES OF THE EXTRAORDINARY GENERAL MEETING AS OF 04/26/2004 OF NATURA
COSMÉTICOS S.A. Page 17

It shall also be incumbent upon the Board of Directors to define in each Plan, the
Qualified Collaborators who shall have right to the options, as well as the quantity of
options to which each Participant shall be entitled.

Taking into account that the Participants may become the Company's shareholders,
the definition about which Qualified Collaborators shall be Participants, as well as
about the quantity of options each one shall be entitled to, shall be freely set by the
Board of Directors in view of the importance and requisite of the position, the
Participant's potentiality, his/her involvement in strategic projects and the added-
value he/she offers to the Company, without requiring to attribute the condition as
Participant in all the categories or even to all those integrating a same category,
besides, in relation to two or more Participants of a same category, different
quantities of options may be attributed.
VI.4 ­ Total limit of shares available in the Program
The total number of shares destined to the Program may not exceed the maximum
limit of three per cent (3%) of the total Company's shares.
For the purposes of this limit, the sum of the following shares and options shall be:
·
Non-mature options;
·
Mature options;
·
Shares subscribed based on this Program under the possession of the
Participants;
·
Shares subscribed based on this Program and acquired by the Company to
remain in the treasury; and
·
Shares and options, whether or not mature, which have been granted,
subscribed or purchased, as this is the case, based on the Granting of Call
Option or Subscription Plans approved and/or assumed by the Company.
VI.5 ­ Granting of the options
As long as the requisites required by the Program and Plan are present, as being
qualified to attribute to the Qualified Collaborator the capacity as Participant, the
Company may grant him/her call options or share subscription, under the limits and
quantities previously provided for in the Plan.
VI.5.1 ­ Restrictions to the transfer of options
The options, whether or not mature, executed between the Company and the
Participants shall be not transferable, unless in the event of succession resulting
from the Participant's decease. In this case (Participant's decease), the options,
whether or not mature, may be exercised by the successors, hence defined after the
regular course of the probation proceeding and estate settlement.
background image
ATTACHMENT II OF THE MINUTES OF THE EXTRAORDINARY GENERAL MEETING AS OF 04/26/2004 OF NATURA
COSMÉTICOS S.A. Page 18
The price to be paid at the moment of options exercise shall be calculated based on
the criteria set forth in VI.6.4 of this Program.

The term for the successors exercising their options under the terms of this item
shall be 12 months from the Participant's decease, and the Company, at its
exclusive discretion, may extend this term until the expiration of term for the
probation and estate settlement, always in compliance with the maximum term for
the exercise of options.
VI.6 ­Exercise of options
The requirements and conditions provided for in this Program being met and
provided that the options are mature, the Participant shall have right to the exercise
of their options, that is to say, to the subscription of new shares or to the purchase
of treasury shares, which have been issued or purchased in view of this Program.
VI.6.1 ­ Moment in which the options become mature
The options granted under the terms of this present Program shall become mature,
i.e., may be exercised half by the end of the third year and the other half by the
end of the fourth year, from the date defined in respective Plan.
In this regard: i) by the end of the third year, fifty per cent (50%) of the options
shall be liable to be exercised; ii) by the end of the fourth year, the totality of
options shall be deemed as mature, therefore, liable to be exercised.
The Participant may, at his/her exclusive discretion, whether or not exercise his/her
options in so far as these have become mature, i.e., the Participant may exercise,
by the end of the third and fourth years, the options becoming mature under the
terms explained above, or, if he/she so wishes, may postpone this exercise to the
moment deemed as more appropriate, provided that the maximum term for the
exercise of options is observed, under the terms defined in item VI.6.2 below.
VI.6.2 ­ Maximum term for the exercise of options
The Program Participant shall have a six(6)-year maximum term, from the date the
Board of Directors has appointed the Qualified Collaborator as Participant, to
exercise the options becoming mature, under the terms set forth in item VI.6.1
above, under the penalty of loss of procedural right to the referred exercise.
VI.6.3 ­Formal procedures for the exercise of options
The Participant intending to exercise his/her Options shall inform the Company, in
written, about hits/her intention, under the terms of the notice model to be released
by the Board of Directors or by the Managing Committee of the Program.
background image
ATTACHMENT II OF THE MINUTES OF THE EXTRAORDINARY GENERAL MEETING AS OF 04/26/2004 OF NATURA
COSMÉTICOS S.A. Page 19
Once the Company is informed, the effective Exercise of Options shall always occur
when Board of Directors' ordinary meetings are held, only on these dates the
Options may be exercised.
The Board of Directors may determine the suspension of right to the Exercise of
Options, whenever situations are verified, which under the terms of the legislation in
effect, restrict or prevent the trading of shares on the part of the Company's
employees and administrators.
VI.6.4 ­Share subscription or purchase price ­ criteria to determine the
share value

The subscription or purchase price of each share shall correspond to the Company's
share value on the date the Board of Directors has approved the Plan through
which, the qualified collaborator has been elected as Participant. This price shall be
ratified by the Board of Directors and necessarily authorized by the Chairman and
by two statutory executive officers.
The price adjusted under the terms above shall be monetarily updated by IBGE's
(Brazilian Institute of Geography and Statistics) IPCA (Amplified Consumer Price
Index) up to the effective date of subscription or purchase, as this is the case. For
the purposes of carrying out the referred update, the following formula shall be
adopted:
Subscription or purchase price updated at t=
(Subscription or purchase price at s) * (IPCA at t) / (IPCA at s)
where
t = month of subscription
s = month in which the option was granted
When the IPCA index at t is not available, this shall be estimated by the previous
month, i.e., the IPCA at t­ 1. In the subsequent month, this estimated IPCA shall be
replaced by the index published for the respective month.
In the event the IPCA is extinguished, the Board of Directors shall opt for another
index to replace the former and reflecting the real inflation for the period.
The price previously referred shall be provided for in the Option Agreement and it
shall be the same for all the Participants of a same Plan.
The share value is understood as the Company's value divided by the total number
of its shares. The Company's value shall be calculated and released on a monthly
basis, as basis for the criterion provided for in the Attachment I, integral and
background image
ATTACHMENT II OF THE MINUTES OF THE EXTRAORDINARY GENERAL MEETING AS OF 04/26/2004 OF NATURA
COSMÉTICOS S.A. Page 20
inseparable part of the original Program, filed with the 6
th
Registry of Deeds and
Documents under #998.491, on November 28, 2002.

VI.6.5 ­ Payment of subscribed shares

The share subscription or purchase corresponding to the Program shall be paid in
cash, with own funds of the Participant.
On an exceptional basis, it shall be incumbent upon the Board of Directors, at its
exclusive discretion, whether or not to authorize the funding of purchase or
subscription price, observing that this term payment shall be effective by means of
funding of at most, ninety per cent (90%) of the subscription or purchase price,
based on the following conditions:
a.1) amortization, in monthly installments, without grace period, annually adjusted,
or within reduced term if allowed by law, IBGE's IPCA or in the event of its
extinguishment, by another index reflecting the real inflation for the period;
a.2) funding maximum term of four (04) years;
a.3) 0.5% simple interest-bearing per month, calculated over the debit balance;
a.4) amortization of the debit balance at any moment, with Participant's own funds;
and
a.5) compulsory amortization by allocating: i) fifty per cent (50%) of the net
amount received by the Participant related to his/her annual bonus by results, and
ii) one hundred per cent (100%) of amounts received on the sale of shares, up to
the limit of its debt with the Company.
VI.6.5.1 ­ Consequences for the non-payment of any of the funding
portions
In the event of non-punctuality of the Participant as to the payment of portions
agreed upon for the subscription of purchase of shares acquired through this
present Program, the early maturity of debt in full shall be considered.
The company may at its exclusive discretion accept the payment of the installment
overdue, maintaining the normal maturity of the other installments.
VI.7 ­ Sale of shares
The Shares purchased or subscribed under the terms of this present Program may
be freely sold by the Participant, under the terms of the legislation in force.
background image
ATTACHMENT II OF THE MINUTES OF THE EXTRAORDINARY GENERAL MEETING AS OF 04/26/2004 OF NATURA
COSMÉTICOS S.A. Page 21
VI.8 ­ Type of shares and rights granted thereto
For the purposes of this present Program nominative common shares shall be
issued, under the limits of authorized capital and in accordance with availabilities
provided for by each Plan, which shall ensure the same rights provided for other
common shares issued by the Company.
VI.9 ­ Preemptive right
Under the terms of provisions in the Article 171, paragraph 3, of the Law #6404/76,
the preemptive right shall not occur in the granting and in the exercise of call
options or share subscription, whether in relation to the current shareholders, or in
relation to those obtaining this capacity by force of this Program.
VI.10 ­ Consequences for the Participants' withdrawal
Notwithstanding the general rules for the limitation to the circulation, assignment
and transfer of options, the situations outlined below shall have the following
treatment:
·
Participant's withdrawal due to good cause or at his/her request:
- options not yet mature shall be cancelled;
- mature options, but which have not been exercised yet, may not be exercised.
·
Withdrawal without cause:
- options not yet mature shall be cancelled;
- mature options, but which have not been exercised yet, may be exercised.
·
Withdrawal due to Participant's retirement, disability or decease:
- options not yet mature shall be deemed as exercisable;
- mature options, but which have not been exercised, may be exercised.
VII - MANAGEMENT ­ DEFINITION OF INCUMBENCIES
The Program shall be managed by the Company's Board of Directors, which shall
have the incumbency of resolving on the issue of shares, purpose of this present
Program (Article 168, paragraph 1, "b" of Law #6404/76). This incumbency may not
be delegated to another Company's body.
Within this incumbency, it shall be incumbent upon the Board of Directors any and
all resolution on the Program, provided that this does not imply in its alteration (in
this case, it shall depend on the approval of the extraordinary general meeting),
such as:
background image
ATTACHMENT II OF THE MINUTES OF THE EXTRAORDINARY GENERAL MEETING AS OF 04/26/2004 OF NATURA
COSMÉTICOS S.A. Page 22
a) define, within the parameters of this Program, the annual plans for the granting
of call option or share subscription, estimating the targets to be reached, as well as
carry out any alteration in relation to the plans already created;
b) define, under the terms of this Program, its Participants;
c) define, within the limit of authorized capital and observing the maximum limit of
shares attributable to the Program, the quantity of options and the form of
distribution among these Participants;

d) determine the price by which the options may be exercised;

e) grant to the Participants the call option or subscription of shares to be issued in
view of the Program;
f) take any other measures deemed as necessary or advisable for the administration
of the Program, as long as they do not imply in its alteration; and
g) propose amendments to the Program to be submitted for the extraordinary
general meeting's approval.
VII.1 ­ Program Managing Committee
The Board of Directors may attribute to a Managing Committee the management of
the Program. Nevertheless, its acts shall always be approved by the Board.
VIII ­ CHANGE IN THE SHARE CONTROL
In the event of a direct or indirect change in the Company's share control, the
Programs and Plans already implemented shall be observed.
IX - MERGER, SPIN-OFF, INCORPORATION AND TRANSFORMATION OF THE
COMPANY ­ INCORPORATION OF SHARES
In cases of merger, spin-off, with or without the extinguishment of the transferee,
merger or transformation of the Company, as well as in case of incorporation of
shares, the Programs and Plans already created shall be observed, making the
adjustments necessary in the number of Options, including in compliance with the
swap relations used for the purposes of the operations above.
X ­ ALTERATION TO THE NUMBER, TYPE AND CLASS OF SHARES
In cases of alterations to the number, type and class of Company's shares, as a
result of reserve split, splitting, bonus shares, as well as in cases of conversion of
shares of one type or class into another or the conversion into shares of other
background image
ATTACHMENT II OF THE MINUTES OF THE EXTRAORDINARY GENERAL MEETING AS OF 04/26/2004 OF NATURA
COSMÉTICOS S.A. Page 23
securities issued by the Company, the necessary adjustments shall be made in the
Programs and Plans already created, especially in relation to the number of Options
and the type or class of Shares to which the Options refer, with a view to avoiding
distortions and damages to the Company or Participants.

XI - ALTERATION, SUSPENSION AND EXTINGUISHMENT OF THE PROGRAM
INCUMBENT UPON THE GENERAL MEETING
It shall be incumbent upon the Extraordinary General Meeting to approve and
therefore, alter, suspend or extinguish the Program, as well as amend the By-Laws
in order to establish the Board of Directors' incumbency to provide for the issues
and the conditions under which these issues may occur (Article 122 concurrently
with Article 135 of Law #6404/76).
Any and all alteration to the Program proposed by the Board of Directors shall be
submitted to the approval of the extraordinary general meeting, and once approved,
only may reach the call options subsequent thereto.
Amongst the causes, which may give rise to the suspension, alteration or
extinguishment of the Program, including in relation to the options already granted,
but not yet exercised: the occurrence of factors causing serious change in the
economic scenario and those compromising the Company's financial status.
XII ­SPECIFIC PERFORMANCE
The Company and the Participants shall be entitled to claim in court the specific
performance of the obligations assumed by the other party, under the terms of this
Program, pursuant to the applicable provisions of the Brazilian Civil Code Procedure,
especially the provisions contained in the Articles 461, 632, 639 and following.
XIII ­ PROGRAM TERM OF EFFECTIVENESS
This Program shall be valid up to the end of year 2008".
In witness whereof and having agreed thereupon, the legal representatives of
Natura Cosméticos S.A sign this present instrument in three (3) counterparts of
equal tenor and form.
Itapecerica da Serra ­ São Paulo, April 26, 2004.
NATURA COSMÉTICOS S.A.
background image
ATTACHMENT II OF THE MINUTES OF THE EXTRAORDINARY GENERAL MEETING AS OF 04/26/2004 OF NATURA
COSMÉTICOS S.A. Page 24
ADDENDUM TO THE PROGRAM FOR THE GRANTING OF CALL OPTION OR
SHARE SUBSCRIPTION REGISTERED WITH THE 9
TH
REGISTRY OF DEEDS
AND DOCUMENTS UNDER #247.438 ON JANUARY 29, 2001 ("Program")
Natura Cosméticos S.A., a joint-stock company, as lawful successor of Natura
Participações S.A., headquartered in the city of Itapecerica da Serra, State of São
Paulo, at Rodovia Régis Bittencourt, km 293, Edifício I, enrolled with the corporate
taxpayer's ID (CNPJ/MF) under #71.673.990/0001-77, in this act represented by its
By-Laws, hereinafter referred to as "Natura Cosméticos";

Whereas, by virtue of the merger of the extinguished companies Natura
Participações S.A. and Natura Empreendimentos S.A., by Natura Cosméticos,
occurred on March 05, 2004, Natura Cosméticos succeeded in general all the
assets, rights and obligations of the referred companies, including, but not limited
to the rights and obligations related to the Programs for the Granting of Call Options
or Share Subscription previously approved by those companies;
Whereas, Natura Cosméticos submitted an application for Publicly-held
Corporation Registration with the Brazilian Securities and Exchange Commission
("CVM") and it is in prospect of going public with the purposes of trading its
securities on the market;
RESOLVE:
I ­ to make an addendum to the Program to reflect amongst other things the
following major alterations:
a)
The options granted under the terms of the referred Programs and
respective Plans shall ensure to its Participants, the right, the option being
exercised, to subscribe or acquire Natura Cosméticos' common shares and
no longer the preferred shares. Hence, instead of the rights provided for in the
legislation for the preferred shares, all and any rights guaranteed by law to
the common shares shall be ensured to the Participants, including, but not
limited to the political voting rights;
b)
The provisions related to the obligation to sign shall be automatically
deemed as extinguished, as a condition for the exercise of options, the
Agreements for the Conditional Purchase and Sale of Shares and Assignment
of Preemptive Right, besides, all the legal agreements of this nature shall be
terminated, which might have been executed by the Participants. Therefore,
the Participants may freely trade their shares on the market and shall enjoy,
in the capacity as shareholders, the preemptive right guaranteed by the
legislation;
background image
ATTACHMENT II OF THE MINUTES OF THE EXTRAORDINARY GENERAL MEETING AS OF 04/26/2004 OF NATURA
COSMÉTICOS S.A. Page 25
c) As a result of the provision in item "b" above, all and any reference to the
Conditional Share Purchase and Sale Agreements and the Assignment of
Preemptive Rights are excluded from the Program and respective Plans; and
d) The Board of Directors shall adopt all the appropriate measures and
arrangements to (i) make an addendum to the Plans previously approved and
the Option Agreements, and (ii) formalize the termination of Conditional Share
Purchase and Sale agreements and the Assignment of Preemptive Right.
II ­ consolidate for a better viewing of the impacts caused by the amendments
promoted herein, the text of the Program, which now takes effect with the following
wording:
"PROGRAM FOR THE GRANTING OF CALL OPTION OR SHARE
SUBSCRITPION
REGULATION

I - CONCEPT
The Program consists of the granting of call option or subscription of NATURA
COSMÉTICOS S.A.'s common shares to its executive officers, managers and
employees, as well as executive officers, managers and employees of other
companies, which are or are to be under the direct or indirect control of NATURA
COSMÉTICOS S.A., whether these are domestic or foreign companies already
organized or to be organized.
By means of the granting of call options or share subscription, the Participants may
acquire, within term and price previously set out, the Company's shares, as long as
all the terms and conditions provided for in this Regulation are met.
II - DEFINITIONS
For the purposes of this present Program, it is understood by:
Shareholders ­ individuals or legal entities holding the Company's shares;
Shares ­ the nominative common shares, which shall be or were already issued by
the Company in view of the Program for the Granting of Call Option or Share
Subscription;
Qualified Collaborator ­ all Natura Cosméticos S.A.'s executive officers, managers
and employees, as well as other companies pertaining to the Natura Group;
background image
ATTACHMENT II OF THE MINUTES OF THE EXTRAORDINARY GENERAL MEETING AS OF 04/26/2004 OF NATURA
COSMÉTICOS S.A. Page 26
Company ­ the company Natura Cosméticos S.A.;
Option Agreement ­ the Private Instrument for the Granting of Call Option or
Share Subscription executed between the Company and the Qualified Collaborator,
through which, the latter acquires the capacity as Program Participant, declaring to
be aware and accept all its terms and conditions;
Natura Group- the set of companies Natura Cosméticos S.A. and other controlled
companies or to be controlled, whether directly or indirectly by Natura Cosméticos
S.A., where these are domestic or foreign companies, already organized or to be
organized;

Option ­ the possibility of the Participants to subscribe or acquire the Company's
shares by a price previously determined, as long as all the terms and conditions of
this present Program are met;
Mature Option ­ the option, which met the conditions set out for the exercise of
right to subscribe or purchase shares;

Non-Mature Option ­ the option, which has not met the conditions set out for the
exercise of right to subscribe or purchase shares yet;
Participant ­ the Collaborator Qualified to whom a call option or share subscription
under the conditions of this Program was granted, after having signed the Option
Agreement;
Period for the exercise of option - this is the period in which the options may be
exercised under the terms of items VI.6.1 and VI.6.2 of this present Program;
Program ­ the call option or share subscription Program of Natura Cosméticos
S.A.;
Plan ­ the call option or share subscription plan, which based on the Program, is
approved by the Board of Directors for a certain year of validity of the Program;
Share value ­ the Value calculated for each share under the terms defined in this
present Program.
III - PURPOSES
The Program's purposes are:
background image
ATTACHMENT II OF THE MINUTES OF THE EXTRAORDINARY GENERAL MEETING AS OF 04/26/2004 OF NATURA
COSMÉTICOS S.A. Page 27
a) to encourage the improvement of the Company's management and of the
companies under its direct or indirect control, granting to the Participants the
possibility of becoming shareholders, stimulating them to work in the optimization
of all the aspects which may valorize the Company, and providing them a corporate
view, conciliating and improving the relations among the Group's corporations;
b) to motivate the permanence of executive officers, managers and employees, and
c) to expand the attractiveness of the Company and of the Natura Group's
companies.

IV ­ QUALIFIED COLLABORATORS
The executive officers, managers and employees of the Company and other Natura
Group's companies are the Qualified Collaborators.
External Collaborators shall not be eligible to receive any call option or share
subscription through this Program.
V ­ REQUIREMENTS TO OBTAIN THE CONDITION AS PARTICIPATING
QUALIFIED COLLABORATOR
In order to become a Participant of the Program, the Qualified Collaborator shall be
formally appointed by the Board of Directors, under the terms defined in this
Program. In addition, as a basic condition to his/her appointment to be deemed as
valid and binding, the Qualified Collaborator appointed as Participant shall sign the
Option Agreement, expressly adhering to the Plan prepared in view of this present
Program and declaring to be aware of all its terms and conditions, including the
restrictions contained therein.
VI ­ PROGRAM BASIC STRUCTURE
VI.1 ­ Annual Plans
In every year of effectiveness of the Program, the Board of Directors may create a
Plan for the granting of call options or share subscription, which if implemented,
shall be structured based on the criteria defined below.
It shall be exclusively incumbent upon the Board of Directors to decide on the
opportunity and convenience whether or not to implementing the referred plans
every year of effectiveness of the Program.
background image
ATTACHMENT II OF THE MINUTES OF THE EXTRAORDINARY GENERAL MEETING AS OF 04/26/2004 OF NATURA
COSMÉTICOS S.A. Page 28
VI.2 ­ Election of the Participants
Each Plan shall elect amongst the Qualified Collaborators, the Program Participants.
VI.3 ­ Definition of the number of shares to each plan and the form of their
distribution amongst the various Participants
For each Plan, the Board of Directors, in accordance with this Program, shall define
the number of shares to be distributed amongst the Participants.

It shall also be incumbent upon the Board of Directors to define in each Plan, the
Qualified Collaborators who shall have right to the options, as well as the quantity of
options to which each Participant shall be entitled.
Taking into account that the Participants may become the Company's shareholders,
the definition about which Qualified Collaborators shall be Participants, as well as
about the quantity of options each one shall be entitled to, shall be freely set by the
Board of Directors in view of the importance and requisite of the position, the
Participant's potentiality, his/her involvement in strategic projects and the added-
value he/she offers to the Company, without requiring to attribute the condition as
Participant in all the categories or even to all those integrating a same category,
besides, in relation to two or more Participants of a same category, different
quantities of options may be attributed.
VI.4 ­ Total limit of shares available in the Program
The total number of shares destined to the Program may not exceed the maximum
limit of five per cent (5%) of the total Company's shares.
For the purposes of this limit, the sum of the following shares and options shall be:
·
Non-mature options;
·
Mature options;
·
Shares subscribed based on this Program under the possession of the
Participants;
·
Shares subscribed based on this Program and acquired by the
Company to remain in the treasury; and
·
Shares and options, whether or not mature, which have been
granted, subscribed or purchased, as this is the case, based on the
Granting of Call Option or Subscription Plans previously approved
and/or assumed by the Company.
background image
ATTACHMENT II OF THE MINUTES OF THE EXTRAORDINARY GENERAL MEETING AS OF 04/26/2004 OF NATURA
COSMÉTICOS S.A. Page 29
VI.5 ­ Granting of the options
As long as the requisites required by the Program and Plan are present, as being
qualified to attribute to the Qualified Collaborator the capacity as Participant, the
Company may grant him/her call options or share subscription, under the limits and
quantities previously provided for in the Plan.
VI.5.1 ­ Restrictions to the transfer of options
The options, whether or not mature, executed between the Company and the
Participants shall be not transferable, unless in the event of succession resulting
from the Participant's decease. In this case (Participant's decease), the options,
whether or not mature, may be exercised by the successors, hence defined after the
regular course of the probation proceeding and estate settlement.
The price to be paid at the moment of options exercise shall be calculated based on
the criteria set forth in VI.6.4 of this Program.
The term for the successors exercising their options under the terms of this item
shall be 12 months from the Participant's decease, and the Company, at its
exclusive discretion, may extend this term until the expiration of term for the
probation and estate settlement, always in compliance with the maximum term for
the exercise of Options.
VI.6 ­Exercise of options
The requirements and conditions provided for in this Program being met and
provided that the options are mature, the Participant shall have right to the exercise
his/her option, that is to say, to the subscription of new shares or to the purchase of
treasury shares, which have been issued or purchased in view of this Program.
VI.6.1 ­ Moment in which the options become mature
The options granted under the terms of this present Program shall become mature,
i.e., may be exercised at the ratio of 1/3 of the options for the year. It is worth
pointing out that once granted the options, the Participant shall obtain, by the end
of each year, from the signature of the Option Agreement, the right to cumulatively
exercise 1/3 of the total of his/her options, and at the end of third year from the
referred date, the totality of options shall be deemed as mature, therefore, liable to
be exercised.
background image
ATTACHMENT II OF THE MINUTES OF THE EXTRAORDINARY GENERAL MEETING AS OF 04/26/2004 OF NATURA
COSMÉTICOS S.A. Page 30
In this regard: i) by the end of the first year, 1/3 of the options shall be liable to be
exercised; ii) by the end of the second year, 2/3 of the options; and iii) by the end
of the third year, 3/3, i.e., the totality of options.
The Participant may, at his/her exclusive discretion, whether or not exercise his/her
options in so far as these have become mature, i.e., the Participant may exercise,
by the end of every year, the options becoming mature under the terms explained
above, or, if he/she so wishes, may postpone this exercise to the moment deemed
as more appropriate, provided that the maximum term for the exercise of options is
observed, under the terms defined in item VI.6.2 below.
VI.6.2 ­ Maximum term for the exercise of options
The Program Participant shall have a five(5)-year maximum term, from the date of
signature of the Option Agreement, to exercise the options becoming mature, under
the terms set forth in item VI.6.1 above, under the penalty of loss of procedural
right to the referred exercise.
VI.6.3 ­Formal procedures for the exercise of options
The Participant intending to exercise the right to purchase or subscribe shares shall
inform the Company, in written, about hits/her intention, under the terms of the
notice model to be released by the Board of Directors or by the Managing
Committee of the Program.
Once the Company is informed, the effective Exercise of Options shall always occur
when Board of Directors' ordinary meetings are held, only on these dates the
Options may be exercised.
The Board of Directors may determine the suspension of right to the Exercise of
Options, whenever situations are verified, which under the terms of the legislation in
effect, restrict or prevent the trading of shares on the part of the Company's
employees and administrators.
VI.6.4 ­Share subscription or purchase price ­ criteria to determine the
share value
The subscription or purchase price of each share shall correspond to the Company's
share value on the date of signature of the Option Agreement, always observing the
minimum limit, which is the share book value of shareholders' equity. This price
shall be ratified by the Board of Directors and necessarily authorized by the
Chairman and by two statutory executive officers.
background image
ATTACHMENT II OF THE MINUTES OF THE EXTRAORDINARY GENERAL MEETING AS OF 04/26/2004 OF NATURA
COSMÉTICOS S.A. Page 31
The price adjusted under the terms above shall be monetarily updated by IBGE's
(Brazilian Institute of Geography and Statistics) IPCA (Amplified Consumer Price
Index) up to the effective date of subscription or purchase, as this is the case. For
the purposes of carrying out the referred update, the following formula shall be
adopted:
Subscription or Purchase Price updated at t =
(Subscription or purchase price at t-n) * (IPCA at t) / (IPCA at t-n)

When the IPCA index at t is not available, this shall be estimated based on the
formula below:
IPCA at t = IPCA at t-l * (IPCA at t-l) / (IPCA at t-2)
If the formula above, on account of the volatility of the Brazilian economy,
generates any relevant distortion, the Board of Directors shall estimate the IPCA at t
based on the average of estimates produced by the major financial institutions in
the country.
In the event the IPCA is extinguished, the Board of Directors shall opt for another
index to replace the former and reflecting the real inflation for the period.
The price previously referred shall be provided for in the Option Agreement and it
shall be the same for all the Participants of a same Plan.
The share value is understood as the Company's value divided by the total number
of its shares, always observing a minimum limit, which is the share book value of
shareholders' equity. The Company's value shall be calculated and released on a
monthly basis, as basis for the criterion provided for in the Attachment I, integral
and inseparable part of the original Program, filed with the 9
th
Registry of Deeds and
Documents under #247438, on January 29, 2001.
VI.6.5 ­ Payment of subscribed shares
The share subscription or purchase corresponding to the Program shall be paid in
cash, with own funds of the Participant.
For the cash payment of shares referring to his/her option, the Participant may use
the funds resulting from the sale of these same shares.
On an exceptional basis, it shall be incumbent upon the Board of Directors, at its
exclusive discretion, whether or not to authorize the funding of purchase or
subscription price, observing that this term payment shall be effective by means of
funding of at most, ninety per cent (90%) of the subscription or purchase price,
based on the following conditions:
background image
ATTACHMENT II OF THE MINUTES OF THE EXTRAORDINARY GENERAL MEETING AS OF 04/26/2004 OF NATURA
COSMÉTICOS S.A. Page 32
a.1) amortization, in monthly installments, without grace period, annually adjusted,
or within reduced term if allowed by law, IBGE's IPCA or in the event of its
extinguishment, by another index reflecting the real inflation for the period;
a.2) funding maximum term of four (04) years;
a.3) 0.5% simple interest-bearing per month, calculated over the debit balance;
a.4) amortization of the debit balance at any moment, with Participant's own funds;
and
a.5) compulsory amortization by allocating: i) fifty per cent (50%) of the net
amount received by the Participant related to his/her annual bonus by results, and
ii) one hundred per cent (100%) of amounts received on the sale of shares.
VI.6.5.1 ­ Consequences for the non-payment of any of the funding
portions
In the event of non-punctuality of the Participant as to the payment of portions
agreed upon for the subscription of purchase of shares acquired through this
present Program, the early maturity of debt in full shall be considered.
The company may at its exclusive discretion accept the payment of the installment
overdue, maintaining the normal maturity of the other installments.
VI.7 ­ Sale of shares
The Shares purchased or subscribed under the terms of this present Program may
be freely sold by the Participant, under the terms of the legislation in force.
VI.8 ­ Type of shares and rights granted thereto
For the purposes of this present Program nominative common shares shall be
issued, under the limits of authorized capital and in accordance with availabilities
provided for by each Plan, which shall ensure the same rights provided for other
common shares issued by the Company.
VI.9 ­ Preemptive right
Under the terms of provisions in the Article 171, paragraph 3, of the Law #6404/76,
the preemptive right shall not occur in the granting and in the exercise of call
options or share subscription, whether in relation to the current shareholders, or in
relation to those obtaining this capacity by force of this Program.
background image
ATTACHMENT II OF THE MINUTES OF THE EXTRAORDINARY GENERAL MEETING AS OF 04/26/2004 OF NATURA
COSMÉTICOS S.A. Page 33
VI.10 ­ Consequences for the Participants' withdrawal
Notwithstanding the general rules for the limitation to the circulation, assignment
and transfer of options, the situations outlined below shall have the following
treatment:
·
Participant's withdrawal due to good cause or at his/her request:
- options not yet mature shall be cancelled;
- mature options, but which have not been exercised yet, may not be exercised.
·
Withdrawal without cause:
- options not yet mature shall be cancelled;
- mature options, but which have not been exercised yet, may be exercised.
·
Withdrawal due to Participant's retirement, disability or decease:
- options not yet mature shall be deemed as exercisable;
- mature options, but which have not been exercised, may be exercised.

VII - MANAGEMENT ­ DEFINITION OF INCUMBENCIES
The Program shall be managed by the Company's Board of Directors, which shall
have the incumbency of resolving on the issue of shares, purpose of this present
Program (Article 168, paragraph 1, "b" of Law #6404/76). This incumbency may not
be delegated to another Company's body.
Within this incumbency, it shall be incumbent upon the Board of Directors any and
all resolution on the Program, provided that this does not imply in its alteration (in
this case, it shall depend on the approval of the extraordinary general meeting),
such as:
a) define, within the parameters of this Program, the annual plans for the granting
of call option or share subscription, estimating the targets to be reached;
b) define, under the terms of this Program, its Participants;
c) define, within the limit of authorized capital and observing the maximum limit of
shares attributable to the Program, the quantity of options and the form of
distribution among these Participants;
d) determine the price by which the options may be exercised;
e) grant to the Participants the call option or subscription of shares to be issued in
view of the Program;
background image
ATTACHMENT II OF THE MINUTES OF THE EXTRAORDINARY GENERAL MEETING AS OF 04/26/2004 OF NATURA
COSMÉTICOS S.A. Page 34
f) take any other measures deemed as necessary or advisable for the administration
of the Program, as long as they do not imply in its alteration; and

g) propose amendments to the Program to be submitted for the extraordinary
general meeting's approval.
VII.1 ­ Program Managing Committee
The Board of Directors may attribute to a Managing Committee the management of
the Program. Nevertheless, its acts shall always be approved by the Board.

VIII ­ CHANGE IN THE SHARE CONTROL
In the event of a direct or indirect change in the Company's share control, the
Programs and Plans already implemented shall be observed.
IX - MERGER, SPIN-OFF, INCORPORATION AND TRANSFORMATION OF THE
COMPANY ­ INCORPORATION OF SHARES
In cases of merger, spin-off, with or without the extinguishment of the transferee,
merger or transformation of the Company, as well as in case of incorporation of
shares, the Programs and Plans already created shall be observed, making the
adjustments necessary in the number of Options, including in compliance with the
swap relations used for the purposes of the operations above.
X ­ ALTERATION TO THE NUMBER, TYPE AND CLASS OF SHARES
In cases of alterations to the number, type and class of Company's shares, as a
result of reserve split, splitting, bonus shares, as well as in cases of conversion of
shares of one type or class into another or the conversion into shares of other
securities issued by the Company, the necessary adjustments shall be made in the
Programs and Plans already created, especially in relation to the number of Options
and the type or class of Shares to which the Options refer, with a view to avoiding
distortions and damages to the Company or Participants.
XI - ALTERATION, SUSPENSION AND EXTINGUISHMENT OF THE PROGRAM
INCUMBENT UPON THE GENERAL MEETING
It shall be incumbent upon the Extraordinary General Meeting to approve and
therefore, alter, suspend or extinguish the Program, as well as amend the By-Laws
in order to establish the Board of Directors' incumbency to provide for the issues
and the conditions under which these issues may occur (Article 122 concurrently
with Article 135 of Law #6404/76).
background image
ATTACHMENT II OF THE MINUTES OF THE EXTRAORDINARY GENERAL MEETING AS OF 04/26/2004 OF NATURA
COSMÉTICOS S.A. Page 35
Any and all alteration to the Program proposed by the Board of Directors shall be
submitted to the approval of the extraordinary general meeting, and once approved,
only may reach the call options subsequent thereto.
Amongst the causes, which may give rise to the suspension, alteration or
extinguishment of the Program, including in relation to the options already granted,
but not yet exercised: the occurrence of factors causing serious change in the
economic scenario and those compromising the Company's financial status.
XII ­SPECIFIC PERFORMANCE
The Company and the Participants shall be entitled to claim in court the specific
performance of the obligations assumed by the other party, under the terms of this
Program, pursuant to the applicable provisions of the Brazilian Civil Code Procedure,
especially the provisions contained in the Articles 461, 632, 639 and following.
XIII ­ PROGRAM TERM OF EFFECTIVENESS

This Program shall be valid up to the end of year 2005".
In witness whereof and having agreed thereupon, the legal representatives of
Natura Cosméticos S.A sign this present instrument in three (3) counterparts of
equal tenor and form.
Itapecerica da Serra ­ São Paulo, April 26, 2004.
NATURA COSMÉTICOS S.A.