Exhibit 4.4



 Exhibit 4.4 
 



 
 Matching Program 
 2012 Cycle 
 Rewarding the Sustainable Performance 

February, 2012 
 This
document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933. 

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 Employee 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 Employee 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 Employee 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 
  

				September 30,	
	 I. Purpose
	    	 	2	  
	 II. Eligibility
	    	 	3	  
	 III. Matching
	    	 	3	  
	 a) Acquisition Criteria of Shares
	    	 	4	  
	 b) Acquisition of Shares
	    	 	5	  
	 c) Dividends and Interests
	    	 	5	  
	 d) Matching of Shares
	    	 	6	  
	 e) Special Conditions
	    	 	6	  
	 IV. Timetable
	    	 	9	  
	 a) Enrollment to the Program and Opening of Account
	    	 	9	  
	 b) Wire of Funds to Shares Acquisition
	    	 	10	  
	 c) Acquisition of Shares
	    	 	10	  
	 V. Questions & Answers
	    	 	11	  
	 VI. Glossary
	    	 	14	  


  
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 I. Purpose 

The purpose of Vale ́s Matching Program is to establish a reward mechanism for Vale with a view to: 

 

	 	•	 	 Encouraging employee “ownership”; 


  

	 	•	 	 Raising attraction and retention capacity of Employees by Vale; 



 

	 	•	 	 Reinforcing the sustainable performance culture and the competencies development. 



The following rules are exclusively valid for the 2012 Matching program cycle; Entitlement to stock matching awards under this program shall be
based on the employee’s performance in 2011. 
 The 2012 cycle shall commence on February 23rd, 2012 and ends on February 22nd, 2015. 
 The
implementation of the 2012 Matching Program is a one-time discretionary benefit and Vale reserves its right to unilaterally alter, amend, change or modify the formula utilized to calculate the matching benefit awards, or to eliminate the Matching
Program benefit, in whole or in part, at any time in subsequent years, with or without prior notice. 
 For greater clarity,
employee’s participation in the 2012 Matching Program shall not generate an expectation of future entitlement, as Vale is not obliged to implement the Matching Program in the years to come. 

  
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 II. Eligibility 

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

 

	 	1.	 Employees of Vale in the following positions, as based on the December 2011 corporate structure1: 


  

	 	i.	 CEO (L7); 


  

	 	ii.	 Executive Director (L6); 


  

	 	iii.	 Director (L5); 


  

	 	iv.	 Department Director (L4), Technical Director (TM); 


  

	 	v.	 General Manager (L3), Senior Technical Manager (TS); 


  

	 	vi.	 Manager (L2), Technical Manager (TT); 


  

	 	vii.	 Project Leaders (PE, PS and PL). 


  

	 	2.	 Have received the short-term incentive (AIP-Annual Incentive Plan) award related to 2011 performance cycle; 



 

	 	3.	 Be an active employee of Vale or an approved participant subsidiary (Appendix), on the acquisition date of shares; 



 

	 	4.	 Having been positioned in the Career and Succession matrix in the quadrants eligible for participation in the Matching Program; 



 

	 	5.	 Be in accordance with the automatic payroll withholding from their net short-term incentive (AIP) award payment, sending the term of Enrollment signed within
the deadline established. 


 III. Matching 

Employees eligible to participate in the Program may acquire Vale preferred
shares2, according to the criteria defined below, and shall be entitled, at
the expiry of the term of the program, to a reward that matches one a one to one basis (1:1) the number of shares purchased by the Employee, provided that such shares are owned and retained in whole by the Employee entirety of the term of the
Matching Program. 
  
  

	1 	 Given that titles differ within each level according to the local market of each operating company, please confirm with your Local Human Resources or Global
Compensation Team your eligibility to participate in the Matching Program. In order to be eligible the employee must have occupied one of the above noted positions in paragraph 1 as of December 31st 2011. 



 

	2 	 American Depositary Receptors backed in preferred VALE shares 



  
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	 	a)	 Acquisition Criteria of Shares 


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

Participation Options 
 (% of net amount received as
short-term incentive—AIP- award payable for 2011 to acquire Vale shares) 
  

	 	•	 	 50% participation in following priority: 


 i. Employee must be identified in cluster 1 and must be among the 30% top ranked employees within his/her level within his/her Executive Director’s (L6) areas;

 ii. Employee must be identified in cluster 2 and selected by the Executive Director (L6) (consent of L5 HR Director)
based (not exclusively) on results of Career and Succession Matrix; this option is only available if the 30% reference (top ranked employees in his/her level) is not achieved with employees ranked in cluster 1; 

iii. Employee must be ranked in cluster 2, based on results of 2011 Career and Succession Matrix; this option is only available if
the 30% top ranked employees is not achieved according to the two previous references (“i” and “ii”); 
  

	 	•	 	 30% participation 



- Employee must be identified in cluster 1 and he/she is positioned below the 30% top ranked employees in
his/her level within his/her Executive ́s Director ́s (L6) areas 
 - Employee must be identified in cluster
2 and he/she is not included in the situations related to “50% participation” described in the specific items above (“ii” and “iii”); 

 

	 	•	 	 Not eligible 


 -
Employees identified on cluster 3 
 Although eligible to participate in the Program, the employees shall observe and
comply rigorously with the established schedule, in order to be entitled to the Matching. 

  
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	 	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 employees 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.

  

	 	•	 	 For the Employees receiving short-term incentive (AIP) in Brazil, a brokerage firm in Brazil will acquire the shares (VALE5) at “BM&FBOVESPA S.A
Bolsa de Valores, Mercadorias e Futuros” and monitor the accounts. 


  

	 	•	 	 For the Employees receiving short-term incentive (AIP) outside Brazil, a brokerage firm in USA will acquire the ADR’s (American Depositary Receipt) of
Vale shares (VALE.PR) at the New York Stock Exchange (NYSE) and monitor the accounts. 


 To purchase
the shares and to be entitled to the Program, the Employee 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, 23rd 2012. 
  

	 	c)	 Dividends and Interests 


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

	 	•	 	 The Employees that use the brokerage firm in Brazil will have theirs funds deposited in their bank account. 



 

	 	•	 	 The Employees that use the 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 increase the shares balance to be contemplated by the Program at the end of the cycle. 

  
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	 	d)	 Matching of Shares 


 During the term of the Matching Program, participating Employees have the right to sell all or part of the shares purchased through this program. The Employee shall forfeit the right to the share Matching reward
offered by Vale on all shares prior to the expiry of the term of the program, being February, 22 nd, 2015, and shall also be responsible for any costs arising from such sale. 
 At the end of the
cycle, that is, three years after the acquisition of shares, Vale shall check the Employees’ 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: Employee eligible to have 30% or 50% of the net value of its short-term incentive (AIP). 

Moment I (cycle starts) 
  

	 	•	 	 Net value received related to 2011 AIP = $100,000.00 


  

	 	•	 	 Percentage chosen by the Employee to purchase the shares = 50% = $50,000.00 


 Hypothetical share price on the acquisition date = $ 25.00 
 # of acquired shares = 2,000 

Moment II (cycle ends) 
  

	 	•	 	 3 years after the acquisition of shares, the brokerage firm informs Vale that the Employee did not sell any of the shares acquired in the beginning of the
cycle. Thus, the Employee is eligible for the Matching reward. 


  

	 	•	 	 # of shares acquired by the Employee and kept for three years = 2,000 



 

	 	•	 	 Number of Matching shares = 2,000 


 Employee’s balance in the end of the Matching = equivalent to 4,000 shares (double of initial balance) 
  

	 	e)	 Special Conditions 


  

	 	i.	 Termination of Employment 



  
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 The conditions below define what shall happen in the
case of the following employment related events: 
  

	 	•	 	 Resignation: An Employee shall not be eligible for the Matching reward if he or she resigns his-her employment and such resignation is effective
during the term of the Matching Program. However, the Employee may sell or keep the shares that were acquired with his/her funds. Administration costs of the fund, where applicable, will be the responsibility of the individual as of the effective
date of resignation. 


  

	 	•	 	 Dismissal by Vale (Without Cause): An employee dismissed without just cause during the term of the Matching Program may sell or keep the shares
acquired with his/her own funds and the Matching reward entitlement shall be prorated for the period of time from the commencement of the Matching Program cycle. Administration costs of the fund, where applicable, will be the responsibility of the
individual as of the dismissal date. 


  

	 	•	 	 Dismissal by Vale (For Cause): An employee dismissed for just cause during the term of the Matching Program may sell or keep the shares acquired with
his/her own funds, but shall not be entitled to any Matching reward from Vale. Administration costs of the fund, where applicable, will be the responsibility of the individual as of the date of termination. 



 

	 	•	 	 Death or permanent disability: In the event of death or the employee becoming permanently disabled during the term of the Matching Program, the
employee or his/her legal heirs may sell or keep the shares acquired with his/her own funds and shall receive the full Matching reward value upon death/disability date. Administration costs of the fund, where applicable, will be the responsibility
of the individual as of the date of death or permanent disability. 


  

	 	•	 	 Change of Control: An employee dismissed without just cause following a Change of Control event may sell or keep the shares acquired with his/her own
funds and the Matching reward entitlement shall be prorated for the number of months he/she participated in the Matching Program, to the date that the Change of Control occurs. Administration costs of the fund, where applicable, will be the
responsibility of the individual as of the date that the Change of Control occurs. 


 For special conditions in which
the Employee is eligible to receive a proportional or full Matching reward, the Vale share price for such a reward, which shall be paid in cash, shall be calculated based on the average share closing price over the 30 days prior to the termination
date. 

  
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	 	 ii. Recent Hires or Promotions 


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

 

			September 30,		September 30,
	 #
	    	 Situations
	    	 Position in quadrant

	1	    	 Promoted to L2/TT, L3/TS, L4/TM,
 after June, 1st, 2011.
	    	 Eligible as Cluster 2.

	2	    	 New Employees, hired after June 1st, 2011.
	    	 Eligible as Cluster 2

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


  

	 	iii.	 Participation Subject to Analysis 



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

 

	 	•	 	 Those on a statutory leave of absence, such as sick leave, maternity leave, etc.; eligibility to participate in the Matching Program and entitlement to any
Matching rewards under the program shall be assessed according to the applicable labor, employment and social security laws of the jurisdiction in which the employee is employed; 



 

	 	•	 	 Those on non-remunerated leave; 


  

	 	•	 	 Employees assigned to entities in which Vale has participation; 



 

	 	•	 	 Other situation not provided above. 



  
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 IV. Timetable 

In order to be eligible to participate in the Program, the employee shall observe the schedule below. 
 Summary: 
  

			
	 Date
	  	 Evento

		
	 Until January, 30th, 2012
	  	Deadline to send to local HR the enrollment form signed (Brazil and abroad)
		
	 Until February, 3 rd, 2012
	  	Deadline to send the form and documents to open the bank account in brokerage firm – new participants (Brazil)
		
	 Until February, 6 th, 2012
	  	Deadline to send the form and documents to open the bank account in brokerage firm – new participants (Worldwide)
		
	 AIP Payment
	  	Deposit of funds in the Vale bank account designated by each country.
		
	 February, 23rd and/or 24th, 2012
	  	Acquisition of shares
		
	 February, 22nd, 2015
	  	Calculation of Matching for eligible Executive

  

	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 Employee shall opt
for the percentage applicable to its reward range. If the Employee has participated in the last Matching cycle and already has an account for this purpose in the brokerage firm defined by Vale and if for this cycle he is still eligible to use the
same brokerage firm, it will not be necessary to open a new account. 
 For those who do not meet the condition described above, please refer to the
documents below: 
  

	 	1.	 Employees 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 Employee 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.	 Employees 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 Employee 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) Wire of Funds to Shares Acquisition 
 After the enrollment, each employee shall transfer the funds according to his/her investment option, into a bank account designated by Vale, in each country. The funds will be remitted by wire transfer directed by
Vale to the brokerage firms for the shares acquisition. 
 c) Acquisition of Shares 

Acquisition date of shares: February 23rd and/or
24th , 2012 

On the determined date, the brokerage firms shall purchase, at market value, the shares related to the Employees’ 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 Employees will receive from the brokerage firm a communication: share price of the purchase, shares balance, site address, login and password (for online
consultation). 

  
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 V—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. The Local Human Resources Representative also is responsible to indicate the required documents. 
 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 2011? 

The percentage to be used by the Employee for the purchase of shares shall be calculated on the net amount of the short-term incentive (AIP)
award referent to 2011. 
 3. If I am promoted before or after the purchase of shares, what shall happen? 

The positions occupied on December 31st, 2011 shall be used as reference. Thus, promotions and admissions after such date shall not have effect on the reward program.

 4. Which are the starting and end dates of the Matching cycle? 
 The 2012 cycle starts on
February 23rd, 2012 and ends on February 22nd, 2015. 
 5. If I resign during the cycle, what shall my entitlement be? 
 If the Employee resigns from
Vale voluntarily, he/she may sell or keep the shares that were acquired with his/her own funds, but shall not be eligible for any Matching reward. After resignation, the employee shall be responsible for any costs he/she may incur in the
administration and/or disposition of the shares by the broker, if any. 
 6. If I am terminated during the cycle, what shall my entitlement be?

 The Employee terminated without just cause may sell or keep the shares acquired with its own funds and shall receive the prorated
Matching value, according to the Program rules, based on the number of months he/she participated in the Matching Program up to the termination date. A terminated employee shall be responsible for any costs he/she may incur in the administration
and/or disposition of the shares by the broker, if any. 

  
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 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? 
 Each brokerage firm has a different process, enabling purchase preferred shares with
the amount received as dividends, or making a deposit in the specified bank account. However, this shall not be considered for the Matching Program. 

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/split. 
  

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



For the Employees that acquire shares at BM&FBOVESPA, the brokerage firm in Brazil will purchase the largest number of whole shares and the
remaining funds shall be wired to the Employee bank account as informed in the opening account form. 
 For the Employees that acquire
shares at NYSE, the brokerage firm in USA has a procedure that allows the purchase of a factionary number of shares, therefore, no remaining funds will be returned. 

  
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 Example: 

a) Employee 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 Employee’s bank account = $ 20.00

 b) Employee that has acquired Vale ADR’s at NYSE. 

Funds remitted = $ 25,020.00 
 Hypothetical share price = $ 12.50

 Number of shares purchased = 2,001.60 
  

	12.	 What happens 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 Employees. Thus, the Company expects from participants, a
shareowner attitude (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 prior to the end of the cycle, you shall not receive any Matching reward amount, and any costs arising from the sale or custody by the broker of such shares shall be
the sole responsibility of the Employee. 

  
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 VI— Glossary 
 Employees: Vale employees or subsidiaries approved (Appendix), who
fill the positions eligible to participate in this program 
 Matching Cycle: The 2012 cycle starts on February, 23rd, 2012 and ends 36 months
after. 
 Brokerage Firm: Firm that shall perform the opening of the account, share custody and purchase and monitoring of the
Employees’ balance. 
 Short-term incentive (AIP—Annual Incentive Plan): Company Program, from which its employees
receive, according to the performance combination of the Company, the Department and the 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 CFO and the HR and Corporate Services Officer. This committee is 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.bmfBM&FBOVESPA.com.br). 
 NYSE: New York Stock Exchange (www.nyse.com). 
 ADR’s (American Depository
Receipt): They represent the ownership of shares from foreign companies negotiated in the US financial market. ADR’s allow to foreign investors residing in the US the purchase of shares from foreign companies without remitting funds abroad.
ADR’s have their value determined by the US dollar; their dividends are paid through the same currency and can be negotiated as US companies shares. 
 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: Payments made by companies to the owners of their shares. When a company obtains profits, these can be managed mainly by two
manners: reinvest in their own company (also called retained earnings) or paid to the shareholders as dividends. 

  
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 Interests: A remuneration
system alternative to the payment of dividends for the shareholder. The difference is in the tax effect of this measure, which is eligible for some deductions for the company in the calculation of its income tax. 

  
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 APPENDIX 

Subsidiaries approved for the 2012Matching Program. 
 BRAZIL 
 VALE 

FRDSA 
 FVRD 
 FCA 
 Instituto Tecnológico Vale 
 Urucum 
 Vale Manganês 
 CPBS 
 Mineração Corumbá 
 Salobo Metais 
 Vale Fosfatado 
 Vale Fertilizantes (L3 and above) 
 Vale Óleo e Gás 

FNS 
 ABROAD 

Vale Manganese Norway 
 RDAsia Shanghai 

Vale Minerals Shanghai 
 Vale International Korea (Seul) 

Valeserve Malaysia Sdn. Bhd. 
 Vale Manganese France 

Vale Exploration (Peru) 
 Tres Valles Project 

Vale Exploration Chile 
 Vale Colombia (Coal Operations) 

Vale Exploration Argentina (Argentina) 
 Tethys Mining LLC
(Mongólia) 
 Vale Moçambique 
 Vale South
Africa Limited. 
 Bayovar (Peru) 
 Vale Internacional S.A
(Suíca) 
 Vale Inco 
 Vale Asia K.K.(Japan)

 Vale Australia 
 Vale Coal Colombia 

Rio Doce Guine 

  
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 RDI India 

Vale Exploration Australia 
 Vale Exploration Mozambique 

Vale Singapore 
 Vale Philippines 

Vale Congo 
 Potassio Rio Colorado (Argentina) 

Gevale (Angola) 
 MRK (Cazaquistao) 

Vale Exploration Indonesia 
 Exploration Eurasia 

Vale Exploration Oman 
 Vale Exploration China 

Vale Exploration Canada 
 Vale Logística Argentina 

Porto San Nicolás (Argentina) 
 Transbarge Navegación
(Paraguai) 
 Vale Oman 
 Vale Cazaquistão

 PT International Niquel (Indonesia) 

  
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