exv4w3






Exhibit 4.3









Matching Program




2010 – 2012 Cycle



Rewarding the Sustainable Performance



March 2010






Important Notice: Participation in this program is completely optional, once all of the
eligibility criteria are met and all conditions accepted by the employee. The purchase of
shares is characterized as a risk investment, once it represents the investment of funds in
variable income (i.e. publicly traded shares). Thus, while investing in shares, one is
subject to several risks such as: capital market volatility, share liquidity and oscillation
of their quotations in the stock exchange. These risks associated can result in earnings or
losses.



The option of each Executive for the acquisition and, after certain period of time, after
Vale share sale, as well as the profits (dividends, interests etc.) that are noticed by the
Executive between the two events, may have tax consequences, especially the eventual
incidence of income tax, if there is positive result in the sale of its shares. We clarify
that tax legislation is dynamic, thus, being able to suffer interpretation changes or
alterations. The Human Resources Centers shall provide generic and non-exhaustive
information on the said tax consequences, and each Executive should be responsible for
evaluating their specific individual condition, as well as consulting their own tax expert
to make sure of the tax implications thereof.









 









 













Table of Contents




	 	 	 	 	 	 	 
	I.

	 	Purpose
	 	 	2	 
	 
	 	 	 	 	 	 
	II.

	 	Eligibility
	 	 	3	 
	 
	 	 	 	 	 	 
	III.

	 	Matching
	 	 	4	 
	 
	 	 	 	 	 	 
	 

	 	a) Acquisition Criteria of Shares
	 	 	4	 
	 
	 	 	 	 	 	 
	 

	 	b) Acquisition of Shares
	 	 	5	 
	 
	 	 	 	 	 	 
	 

	 	c) Dividends and Interests
	 	 	6	 
	 
	 	 	 	 	 	 
	 

	 	d) Matching of Shares
	 	 	6	 
	 
	 	 	 	 	 	 
	 

	 	e) Special Conditions
	 	 	7	 
	 
	 	 	 	 	 	 
	IV.

	 	Timetable
	 	 	9	 
	 
	 	 	 	 	 	 
	 

	 	a) Enrollment to the Program and Opening of Account
	 	9

	 
	 	 	 	 	 	 
	 

	 	b) Withholding of Funds from Payroll Payouts
	 	 	10	 
	 
	 	 	 	 	 	 
	 

	 	c) Acquisition of Shares
	 	 	10	 
	 
	 	 	 	 	 	 
	V.

	 	Questions & Answers
	 	 	11	 
	 
	 	 	 	 	 	 
	VI.

	 	Glossary
	 	 	14	 






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I. Purpose



The purpose of the Matching Program developed by Vale is to establish a reward mechanism
for Vale Executives aiming at:





	 	§	 	Incentivizing “ownership”;
	 
	 	§	 	Raising attraction and retention capacity of Executives by Vale;
	 
	 	§	 	Reinforcing the sustainable performance culture.





General Comments



The following rules are exclusively valid for the 2010-2012 cycle, based on the performances
of Vale Executives in 2009.



The 2010-2012 cycle starts on March 1st, 2010 and ends on
February 28th,
2013.



The implementation of this reward does not oblige the Company to offer the Program in
following years or in any other similar format, being reserved to Vale the prerogative of
analyzing and deciding for the eventual implementation of like or similar rewards in the
future.



Thus, the Executive’s participation in the 2010-2012 cycle shall not generate an expectation,
as Vale is not obliged to implement the Matching Program in the years to come.







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II. Eligibility



Executives who meet all of the following conditions are eligible to participate in the Matching
Program:





	 	1.	 	Having worked at Vale in 2009 filling one of the Executive positions:
CEO (L7), Executive Director (L6), Director (L5), Department Director (L4),
General Manager (L3), Manager (L2) or equivalent positions, according to the
workforce level structure in effect at the Company – Given
that there are different
names for such positions in each company according to the local market, in case of
doubt, please, prior to communication, confirm it with your Local Human
Resources or Global Compensation Team. The reference for eligibility is the same
executive’s position on December 2009.
	 
	 	2.	 	Be entitled to the short-term incentive (AIP-Annual Incentive Plan)
award related to 2009 performance cycle;
	 
	 	3.	 	Be an active employee of Vale or a subsidiary, on the acquisition date
of shares;
	 
	 	4.	 	Having been positioned in the Career and Succession matrix in the
quadrants eligible to participate.
	 
	 	5.	 	Be in accordance with the automatic payroll withholding from their net
short-term incentive (AIP) award payment.




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III. Matching



The Executives eligible to participate in the Program may acquire Vale preferred shares,
according to criteria defined below, and shall be entitled, at the end of three years, to a
reward that matches (1:1) the same number of shares purchased initially by the Executive,
provided that they are kept on the whole under property of the Executive during the period.




a) Acquisition Criteria of Shares



Participation
in the program is completely optional and will be based on employees’ positions
in the quadrants as per the Career & Succession matrix:



Ø L3 Level Positions and Above (new C&S model):










	§	 	The Executives identified on cluster 1 may invest 30% or 50% of the net
amounts received due to the short-term incentive (AIP) award related to 2009, to acquire
Vale shares;
	 
	§	 	The Executives identified on cluster 2 may invest 30% of the net amounts
received
due to the short-term incentive (AIP) award related to 2009, to acquire Vale shares.




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Ø L2 Level Positions (2008 C&S model with results reviewed in 2009):










	§	 	The Executives identified as “exceed expectations” may invest 30%
or 50% of the net amounts received due to the short-term incentive (AIP) award related to
2009, to acquire Vale shares;
	 
	§	 	The Executives identified as “meet expectations” may invest 30% of the
net amounts received due to the short-term incentive (AIP) award related to 2009, to acquire
Vale shares.




Although eligible to participate in the Program, the executives shall observe and comply
rigorously with the established schedule, in order to be entitled to the Matching.




b) Acquisition of Shares



Vale is responsible for the definition and contracting of the brokerage firm that
shall perform the opening of accounts, purchases and custody of shares and monitoring the
balances of the executives until the end of the cycle. In addition to that, the Company
shall also undertake, at the contracted brokerage firms, the expenses related to these
provided services during the cycle.







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§ For the Executives receiving short-term incentive (AIP) in
Brazil, a brokerage firm in Brazil will acquire the shares
(VALE5) at BM&FBOVESPA and
monitor the accounts.




§ For the Executives receiving short-term incentive (AIP) outside
Brazil, a brokerage firm in USA will acquire the ADRs (American Depositary Receipt)
of Vale shares (RIOPR) at the New York Stock Exchange (NYSE) and monitor the
accounts.




§ For Executives under long-term international assignments or
transferred to other countries, if the largest part of the AIP is
paid in Brazil,  the brokerage firm in Brazil will be used and if the larger AIP portion is received
outside Brazil, the brokerage firm in USA will be used.


To purchase the shares and to be entitled to the Program, the Executive shall provide the
documentation required to open the account to the brokerage firm, according to the
established schedule contained in this document.



Once the account is opened and the funds received, the brokerage firm shall perform the
acquisition of shares at market prices on February, 18th and/or 19th
2010 (without monetary adjustment).




c) Dividends and Interests



In case of statement of dividends and/or interests by Vale:





		 	§ The Executives that use
a brokerage firm in Brazil will have theirs funds
deposited in their bank account.
	 
		 	§ The Executives that use
a brokerage firm in USA may choose to
deposit these amounts in the bank account of their choice or to use the funds for
automatic reinvestment in new Vale shares.




However, Vale shares acquired with the amounts received as dividends and/or interests shall
not be considered for the Matching and, consequently, shall not increase the shares balance
to be contemplated by the Program in the end of the cycle.




d) Matching of Shares



During the cycle period, the Executives have the right to sell their shares in part or
on the whole. While doing so, the Executive loses the right over the Matching reward
receipt; being certain that any cost arising from such sale shall be borne by the Executive.







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At the end of the cycle, that is, three years after the acquisition of shares, Vale shall
check the Executives’ balances with the brokerage firms. Those who have not sold any of the
acquired shares in the beginning of the cycle shall be eligible to the Matching reward
receipt.




Example:



Executive eligible to have 30% or 50% of the net value of its short-term incentive (AIP).



Moment I (cycle starts)





	 	§	 	Net value received in February 2010 related to 2009 AIP =
$100,000.00
	 
	 	§	 	Percentage chosen by the Executive to purchase the shares = 50% = $
50,000.00
	 
	 	§	 	Hypothetic share price on the acquisition date = $25.00
	 
	 	§	 	Number of acquired shares = 2,000





Moment II (cycle ends)





	 	§	 	Three years after the acquisition of shares, the brokerage firm
informs Vale that the Executive did not sell any of the shares acquired in the
beginning of the cycle. Thus, the Executive is eligible to the Matching.
	 
	 	§	 	Number of shares acquired by the Executive and kept for three years =
2,000
	 
	 	§	 	Number of Matching shares = 2,000
	 
	 	§	 	Executive’s balance in the end of the Matching = equivalent to 4,000
shares (double of initial balance)





e) Special Conditions



I. The
conditions below define what shall happen in case the Executive leaves
 the Company
during the cycle:





	 	§	 	Resignation: The Executive shall not be eligible for the Matching
reward. However, he/she may sell or keep the shares that were acquired with his/her
funds. Administration costs of the fund, when applicable, will be the responsibility
of the individual as of the resignation date.
	 
	 	§	 	Dismissal by Vale (Termination): The Executive dismissed without
just cause may sell or keep the shares acquired with its own funds and shall receive
the proportional Matching reward value, considering the number of cycle months he/she






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worked in the Company. Administration costs of the fund, when applicable, will be
the responsibility of the individual as of the termination date.




§ Withdrawal due to death or retirement by permanent disability: The executive or
their legal heirs may sell or keep the shares acquired with their own funds and
shall receive the full Matching reward value. Administration costs of the fund, when
applicable, will be the responsibility of the individual as of the resignation date.


For special conditions in which the Executive is eligible to receive a proportional or full
Matching reward value, the cycle end date shall be the Executive’s termination date, and
any payment related to Matching should be done by the time the rescission amount is paid.
In these cases, the amount of Vale share to be considered for payment calculation, to be
made in cash, shall be the average over the last 30 days closing share prices prior to the
Executive’s withdrawal date.



II. For this cycle, the cases of those who have been recently hired, promoted or laterally
shifted, the employee will be treated as follows:




	 	 	 	 	 
	#	 	Situations	 	Position in quadrant
	1

	 	Promoted to Manager (L2).
	 	Eligible as “meet
expectations”.
	2

	 	Promoted to General Manager (L3) or
Department Director (L4).
	 	Eligible in the quadrant of the
cycle prior
to the promotion.
	3

	 	New Executives (hired from market) of L2
and above.
	 	Eligible as “meet expectations” (L2) or
Solid Performer (L3 and above).
	4

	 	Lateral shifts of L2 and above.
	 	Eligible in the quadrant of the
cycle prior
to the shift.





III. The
Executive’s participation in the scenarios below shall be defined case-by-case by the Matching Management Committee:





§ Those on sick leave, maternity leave, etc. for more than 15 days, being
respected the leave criteria provided in labor and social security laws;




§ Those on non-remunerated leave;




§ Other situation not provided above.




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IV. Timetable



In order to be eligible to participate in the Program, the executive shall observe the
schedule
below.




Summary:




	 	 	 
	Date	 	Event
	Until February 1st, 2010

	 	Deadline to send the form and documents to open the
bank account in brokerage firm in Brazil
	Until February 4th, 2010

	 	Deadline to send the Matching Enrollment form
	Until February 5th, 2010

	 	Deadline to send the form and documents to open the
bank account in brokerage firm in USA
	AIP Payment

	 	Payroll Deduction of Employees
	February 18 th and/or 19th, 2010

	 	Acquisition of Shares






     a) Enrollment to the Program and Opening of Account


The enrollment to the Program assumes the forwarding of the “Enrollment Form” (totally
filled in and signed) and the documents necessary to open the account.



In the Enrollment Form, the Executive shall opt for the percentage applicable to its reward
range.



If the
Executive has participated in the last Matching cycle and already has an account
for this purpose in the brokerage defined by Vale and if for this cycle he is still
eligible to use the same brokerage, it will not be necessary to open a new account.



For those
who do not meet the conditions described above, please refer to the documents in
the attachment:





	 	1.	 	Executives receiving short-term incentive (AIP) award in Brazil shall fill in the
form of the brokerage firm in Brazil. Along with the completed form, the Executive shall
send, to its Human Resources Representative, a copy of the following documents: ID card,
CPF (Individual Taxpayer’s Roll) and proof of residence. Doubts related to the brokerage
form and documentation can be sorted out through your local HR.





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	 	2.	 	Executives receiving short-term incentive (AIP) award outside Brazil (including
those on international assignments) shall fill in and send (electronically) the scanned
form. After sending the form, the Executive shall send, to its HR Center, the original
form. Doubts related to the brokerage form and documentation can be sorted out through
your local HR.





     b) Withholding of Funds from Payroll Payouts


After the enrollment by the Executive, funds based on the employee option will be withheld
directly from the payroll on the date the AIP is paid.



The funds will be remitted by wire transfer directed by Vale, from the funds withheld as per
the employees’ option.




     c) Acquisition of Shares


Acquisition date of shares: February 18th and/or 19th, 2010



On the determined date, the brokerage firms shall purchase, at market value, the shares
related to the Executives’ investment. The number of shares shall be allocated to each
participant proportionally to their investment by the average acquisition price of the
whole shares.



As soon as the shares have been purchased, the Executives will receive from the brokerage a
communication: share price of the purchase, shares balance, site address, login and
password (for online consultation).





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Questions & Answers



1. Who shall I contact to perform the purchase of shares and which documents shall be
necessary to carry out this operation?



You shall contact your Local Human Resources Representative that is responsible for
intermediating the opening of your account at the brokerage firm identified for your
situation.




2. The
percentage used for the purchase of shares shall be calculated on the net or gross amount of the short-term incentive (AIP) referent to 2009?



The percentage to be used by the Executive for the purchase of shares shall be calculated on
the net amount of the short-term incentive (AIP) award referent to 2009.



3. If I am promoted before or after the purchase of shares, what shall happen?



The
positions occupied on
December 31st
2009 shall be used as a  reference. Thus,
promotions
and admissions after such date shall not have an effect on the reward program.



4. Which are the starting and end dates of the Matching cycle?



The 2010-2012 cycle starts on March 1st, 2010 and ends on February 28th,
2013.



5. If I resign during the cycle, what shall my entitlement be?



If the Executive resigns from Vale willingly, he/she may sell or keep the shares that were
acquired with its own funds, not being, consequently, eligible to the Matching reward
thereof. However, he/she may incur in costs of the plan administration by the broker, if
any.



6. If I am terminated during the cycle, what shall my entitlement be?



The Executive terminated without just cause may sell or keep the shares acquired with its
own funds and shall receive the proportional Matching value, according to the Program rules
and the number of cycle months he/she worked for the Company. However, he/she may incur in
costs of the plan administration by the broker, if any.



7. Shall I receive the Matching in cash or shares?



Vale will determine the form of payment at the time of payout at its discretion. However,
the total payment at the time the matching is due will be equivalent to the amount of
shares initially purchased in the program.




8. Can I purchase more shares with the amount that I shall receive as dividends
and/or interests?





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It
depends. Each brokerage has a different process, enabling purchase of preferred
shares with the amount received as dividends or making a deposit in the specified bank
account. However, these new shares shall not be considered for the Matching.



9. Can I acquire additional shares in the account opened for the Matching?



No. Only automatic investments made with amounts received as dividends and/or interests
shall be performed. The Matching account shall be blocked for
other share acquisitions.



10. In case of deployment/split of shares, how shall the Matching be calculated?



In case of share deployment/split of shares, the number of shares to be received shall also
be adjusted in order to reflect the eventual deployment/bonus/split.



11. If the amount sent to the brokerage cannot buy a whole number of shares,
what should happen?



For the
Executives that acquire shares at BM&FBOVESPA, the brokerage in Brazil will purchase
the biggest number of whole shares and the remaining funds shall be
wired to the Executive’s
bank account as informed in the opening account form.



For the Executives that acquire shares at NYSE, the brokerage in USA has a procedure that
allows the purchase of a fractionary number of shares, therefore, no remaining funds will
be returned.



Example:




a) Executive that has acquired shares at BM&FBOVESPA.




Funds remitted = $50,020.00




Hypothetical share price = $25.00




Number of shares purchased = 2,000



Remaining
funds to be wired to the Executive’s bank account = $20.00



b) Executive that has acquired Vale ADRs at NYSE.



Funds remitted = $25,020.00



Hypothetical share price = $12.50



Number of shares purchased = 2,001.60





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12. Can I participate in the plan if I do not opt for payroll deduction?



No. The participation in the plan implies that the employee agrees to have payroll
deductions from their short-term incentive award. The objective of this requirement is to
streamline the process and align all employees to the same process, minimizing errors in
the wiring of the funds.



13. And if I sell all or part of the shares before the cycle ends?



This reward was designed with the purpose of promoting ownership and vision among Vale
Executives. Thus, the Company expects from participants, a shareowner posture (that is,
from that who shall have share ownership for a certain period for believing in the Company
growth capacity) and not only a shareholder one (that is, that who temporarily owns the
share, until it finds the adequate moment to sell it). For such reason, if you sell all or
part of the shares acquired in the beginning of the cycle, you shall not receive any
Matching reward amount, being certain that any costs arising from the share sale by the
Executive or of custody shall be henceforth borne by the same.





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VI. Glossary



Executives: Vale professionals who fill positions of CEO (L7), Executive Director
(L6), Director (L5), Department Director (L4), General Manager (L3), Manager (L2) or
equivalent, according to the effective organizational structure of the Company.



General Equivalence (non-exhaustive):





	 	§	 	(L4): Department Director, Superior Management Coordinator, Executive Project Leader
	 
	 	§	 	(L3): General Manager, Executive Coordinator, Senior Project Leader
	 
	 	§	 	(L2): Manager, Coordinator, Project Leader




Matching Cycle: The 2010-2012 cycle starts on March 1st, 2010 and ends on February
28th, 2013.



Brokerage Firm: Firm that shall perform the opening of the account, share custody and
purchase and monitoring of the Executives’ balance.



Short-term incentive (AIP — Annual Incentive Plan): Company Program, from which its
employees receive, according to the performance combination of the Company, of the
Department and Individual, an amount as participation in the Company profits referent to
the year considered as time interval for the performance evaluations.



Matching
Management Committee: Committee composed of the Chief Financial Officer and the HR
Executive Director and Corporate Services, responsible for the decision-making related to
the Matching reward program in situations not covered in this document.



BM&FBOVESPA: São Paulo Stock Exchange (www.bovespa.com.br).



NYSE: New York Stock Exchange (www.nyse.com).



ADRs (American Depositary Receipt): They represent the ownership of shares from foreign
companies negotiated in the US financial market. ADRs allow  foreign investors residing
in the US to  purchase  shares from foreign companies without remitting funds abroad.
ADRs have their value determined by the US dollar; their dividends are paid through the
same currency and can be negotiated as US companies shares.





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Career and Succession Matrix: Tool used by Vale to classify its employees according
to the evaluation of the latter regarding the performance and competences observed
throughout one year.



Dividends: They are payments made by the companies to the owners of their shares. When a
company obtains profits, these can be managed mainly by two manners: reinvested in the own
company (also called retained earnings) or paid to the shareholders as dividends.



Interests: It is a remuneration system to the shareholder alternative to the payment of
dividends. The difference lays on the tax effect of this measure, which is entitled to some
deductibility for the company in the calculation of its income tax.





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