Exhibit 4.1


 


VALE OVERSEAS LIMITED,


 


as Issuer


 


and


 


VALE S.A.,


 


as Guarantor


 


and


 


THE BANK OF NEW YORK MELLON


 


as Trustee


 


THIRD SUPPLEMENTAL INDENTURE


 


U.S.$1,500,000,000


 


3.750% Guaranteed Notes due 2030


 


Dated as of July 8, 2020


 






     



     


    

 


Third Supplemental Indenture, dated as of
July 8, 2020, among VALE OVERSEAS LIMITED, a Cayman Islands exempted company incorporated with limited liability (herein called
the “Company”), having its registered office at Intertrust Corporate Services (Cayman) Limited, 190 Elgin Avenue,
George Town, Grand Cayman KY1-9005, Cayman Islands, VALE S.A., a publicly held corporation organized under the laws of the Federative
Republic of Brazil (herein called the “Guarantor”), having its principal office at Praia de Botafogo, 186, offices
701 to 1901, Botafogo, ZIP CODE 22.250-145, Rio de Janeiro, RJ, Brazil, and THE BANK OF NEW YORK MELLON, a banking corporation
duly organized and existing under the laws of the State of New York, having its principal corporate trust office at 101 Barclay
Street, New York, New York 10286, as Trustee (herein called the “Trustee”) to the Amended and Restated Indenture,
dated as of September 29, 2015, among the Company, the Guarantor and the Trustee (the “Base Indenture”).


 


W I T N E S S E T H:


 


Whereas, the Base Indenture provides for
the issuance from time to time thereunder, in series, of Securities of the Company carrying the Guaranty of the Guarantor, and
Section 9.1 of the Base Indenture provides for the establishment of the form or terms of Securities issued thereunder through
one or more supplemental indentures;


 


Whereas, the Company and the Guarantor desire
by this Third Supplemental Indenture to create a new series of Securities to be issuable under the Base Indenture, as supplemented
by this Third Supplemental Indenture, and to be known as the Company’s 3.750% Guaranteed Notes due 2030 (the “Notes”)
the terms and provisions of which are to be as specified in this Third Supplemental Indenture;


 


Whereas, the Company and the Guarantor have
duly authorized the execution and delivery of this Third Supplemental Indenture to establish the Notes as a series of Securities
under the Base Indenture and to provide for, among other things, the issuance of and the form and terms of the Notes and additional
covenants for the benefit of the Holders thereof and the Trustee; and


 


Whereas, all things necessary to make this
Third Supplemental Indenture a valid and binding legal obligation of the Company and the Guarantor according to its terms have
been done.


 


Now, therefore, for and in consideration
of the premises and the purchase and acceptance of the Notes by the Holders thereof and for the purpose of setting forth, as provided
in the Base Indenture, the form of the Notes and the terms, provisions and conditions thereof, the Company and the Guarantor covenant
and agree with the Trustee:


 






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1.            Definitions


 


1.1       Provisions
of the Base Indenture


 


Except insofar as herein otherwise expressly
provided, all the definitions, provisions, terms and conditions of the Base Indenture shall remain in full force and effect. The
Base Indenture, as amended and supplemented by this Third Supplemental Indenture, is in all respects ratified and confirmed, and
the Base Indenture and this Third Supplemental Indenture shall be read, taken and considered as one and the same instrument for
all purposes.


 


1.2       Definitions


 


For all purposes of this Third Supplemental
Indenture and the Notes, except as otherwise expressly provided or unless the subject matter or context otherwise requires:


 


1.2.1       any
reference to a “Section” refers to a Section of this Third Supplemental Indenture;


 


1.2.2       the
words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Third
Supplemental Indenture as a whole and not to any particular Section or other subdivision;


 


1.2.3       all
terms used in this Third Supplemental Indenture that are defined in the Base Indenture have the meanings assigned to them in the
Base Indenture, except as otherwise provided in this Third Supplemental Indenture;


 


1.2.4       the
term “Securities” as defined in the Base Indenture and as used in any definition therein, shall be deemed to include
or refer to, as applicable, the Notes; and


 


1.2.5       the
following terms have the meanings given to them in this Section 1.2.5.


 


“Applicable Procedures”
means with respect to any transfer or transaction involving a Global Note or beneficial interest therein, the rules and procedures
of the Depositary, Euroclear and Clearstream, Luxembourg for such Global Note, in each case to the extent applicable to such transaction
and as in effect from time to time.


 


“Comparable Treasury Issue”
means the United States Treasury security or securities selected by an Independent Investment Banker as having an actual or interpolated
maturity comparable to the Par Call Date that would be utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of a comparable maturity to the Par Call Date.


 


“Comparable Treasury Price”
means, with respect to any Redemption Date, (1) the average of the Reference Treasury Dealer Quotations for such Redemption
Date, after excluding the highest and lowest such Reference Treasury Dealer Quotation or (2) if the Independent Investment Banker
obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.


 






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“Event of Default”
shall have the same meaning as set forth in the Base Indenture.


 


“Global Note” means
a Note that evidences all or part of the Notes and is authenticated and delivered to, and registered in the name of, the Depositary
for such Notes or a nominee thereof.


 


“Independent Investment
Banker” means one of the Reference Treasury Dealers appointed by the Company.


 


“Interest Payment Date”
has the meaning set forth in Section 2.1 hereof.


 


“Notes” has the meaning
specified in the recitals hereof.


 


“Par Call Date” means
April 8, 2030 (the date that is three months prior to the Stated Maturity Date).


 


“Permitted Holder”
at any time means any Person who, at such time, is the holder of at least US$5,000,000 in aggregate principal amount of Notes.


 


“Primary Treasury Dealer”
means a primary United States government securities dealer in New York City.


 


“Reference Treasury Dealer”
means (1) each of (a) Citigroup Global Markets Inc., (b) Mizuho Securities USA LLC, and (c) a Primary Treasury Dealer selected
jointly by MUFG Securities Americas Inc. and SMBC Nikko Securities America, Inc. or, in each of cases (a), (b), and (c), their
respective successors and affiliates, which are Primary Treasury Dealers, and (2) two other leading Primary Treasury Dealers reasonably
designated by the Company; provided, however, that if any of the foregoing shall cease to be a Primary Treasury Dealer the Company
shall substitute therefor another Primary Treasury Dealer.


 


“Reference Treasury Dealer
Quotation” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by
the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at
3:30 pm New York time on the third business day preceding such Redemption Date.


 


“Relevant Date” in
respect of any payment means the date on which such payment first becomes due or (if the full amount of the monies payable has
not been received by the Trustee on or prior to such due date) the date on which notice is given to the Holders that such monies
have been so received.


 


“Remaining Payments”
means the remaining scheduled payments of principal and interest on the Notes being redeemed that would be due after the related
Redemption Date as if the Notes were redeemed on the Par Call Date (exclusive of interest accrued to the Redemption Date).





 






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“Stated Maturity Date”
has the meaning specified in Section 2.1 hereof.


 


“Treasury Rate” means,
with respect to any Redemption Date, the rate per annum equal to the semiannual equivalent yield to maturity or interpolated maturity
(on a day count basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (such price expressed
as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date.


 


2.            General
Terms and Conditions of the Notes


 


2.1       Designation,
Principal Amount and Redemption.


 


There is hereby authorized and established
a new series of Securities designated the “3.750% Guaranteed Notes due 2030”. The Notes will initially be limited
to an aggregate principal amount of US$1,500,000,000 (which amount does not include Notes authenticated and delivered upon registration
of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.4, 3.5, 9.6 or 11.5 of the Base Indenture).


 


The principal of the Notes shall be due and
payable at the Stated Maturity Date.


 


The Company may, from time to time and without
the consent of the Holders, issue additional notes on terms and conditions identical to those of the Notes, which additional notes
shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notes. The stated
maturity of the Notes shall be on July 8, 2030 (the “Stated Maturity Date”). The Notes shall (subject to Section 10.6
of the Base Indenture) be unsecured and shall bear interest at the rate of 3.750% per annum, from July 8, 2020 or from the most
recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on
January 8 and July 8 of each year, commencing on January 8, 2021 (each, an “Interest Payment Date”), until the principal
thereof is paid or made available for payment. To the extent interest due on any Interest Payment Date is not paid, interest shall
accrue thereon at the Default Rate of Interest, except as provided herein, until such unpaid interest and interest accrued thereon
are paid in full.


 


2.2       Forms
Generally


 


The Notes shall be in substantially the forms
set forth in this Section 2.2, with such appropriate insertions, omissions, substitutions and other variations as are required
or permitted by this Third Supplemental Indenture, and may have such letters, numbers or other marks of identification and such
legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently
herewith, be determined by the officers executing such Notes, as evidenced by their execution thereof.


 


2.2.1       Form
of Face of Note


 


[INCLUDE IF NOTE IS A GLOBAL NOTE: THIS IS A GLOBAL
NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO, AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE
OF THE DEPOSITARY, WHICH MAY BE TREATED BY VALE OVERSEAS LIMITED, VALE S.A. AND THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND
HOLDER OF THIS NOTE FOR ALL PURPOSES.


 






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UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART
FOR REGISTERED NOTES IN DEFINITIVE REGISTERED FORM IN THE LIMITED CIRCUMSTANCES REFERRED TO IN THE INDENTURE, THIS GLOBAL NOTE
MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO
THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE
OF SUCH SUCCESSOR DEPOSITARY.]


 


[INCLUDE IF NOTE IS A GLOBAL NOTE AND THE DEPOSITARY
IS THE DEPOSITORY TRUST COMPANY: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY TO VALE OVERSEAS LIMITED OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN
EXCHANGE FOR THIS CERTIFICATE OR ANY PORTION HEREOF IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON OTHER THAN THE DEPOSITORY TRUST COMPANY OR A NOMINEE THEREOF IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]


 


VALE OVERSEAS LIMITED


 


3.750% GUARANTEED NOTES DUE 2030


 


GUARANTEED BY VALE S.A.


 


	 	CUSIP Number: 91911TAQ6
	 	ISIN: US91911TAQ67
	 	Common Code: 220379922
	 	 
	 	No. [ ] US$[            ]




 


VALE OVERSEAS LIMITED, an exempted company duly incorporated
with limited liability and existing under the laws of the Cayman Islands (herein called the “Company,” which term
includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede
 & Co., or registered assigns, the principal sum of [             ]
United States Dollars [if the Note is a Global Note, then insert:, or such other principal amount as set forth in the Schedule
of Increases or Decreases in Global Note attached hereto] on July 8, 2030, and to pay interest thereon semi-annually on January
8 and July 8 of each year (each an “Interest Payment Date”), commencing on January 8, 2021, from July 8, 2020 or from
the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, at the rate of
3.750% per annum, until the principal hereof is paid or made available for payment, provided that any amount of interest on this
Note which is overdue shall bear interest (to the extent that payment thereof shall be legally enforceable) at the Default Rate
of Interest, except as provided for herein, from the date such amount is due to but not including the day it is paid or made available
for payment, and such overdue interest shall be paid as provided in Section 3.6 of the Base Indenture hereinafter referred to.


 






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The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (or
one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which
shall be June 23 or December 23 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date.
Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on the relevant
Regular Record Date and may either be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered
at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of the Notes not less than 10 days prior to such Special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed,
and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. Interest on this Note shall
be computed on the basis set forth in the Indenture.


 


Payment of the principal of and interest on this
Note will be made to the Person entitled thereto at the office of the Trustee or agency of the Company in the Borough of Manhattan,
The City of New York, New York, maintained for such purpose, and at any other office or agency maintained by the Company for such
purpose, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public
and private debts upon surrender of this Note in the case of any payment due at the Maturity of the principal hereof (other than
any payment of interest payable on an Interest Payment Date); provided, however, that at the option of the Company payment of
interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security
Register; provided, further, that all payments of the principal of and interest on this Note, the Permitted Holders of which have
given wire transfer instructions to the Trustee, the Company, or its agent at least 10 Business Days prior to the applicable payment
date, will be required to be made by wire transfer of immediately available funds to the accounts with financial institutions
in the United States specified by such Permitted Holders in such instructions. [If the Note is a Global Note, then insert: Notwithstanding
the foregoing, payment of any amount payable in respect of a Global Note will be made in accordance with the Applicable Procedures
of the Depositary.]


 






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Reference is hereby made to the further provisions
of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth
at this place.


 


Unless the certificate of authentication hereon has
been executed by the Trustee referred to on the reverse hereof by manual or electronic signature, this Note shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.


 


	Dated:                                                   	 
	 	 
	 	VALE OVERSEAS LIMITED
	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 


The undersigned (the “Guarantor”)
hereby irrevocably and unconditionally guarantees the full and punctual payment (whether at the Stated Maturity Date, upon redemption,
acceleration or otherwise) of the principal, interest, Additional Amounts and all other amounts that may come due and payable
under this Note.


 


In Witness Whereof, the Guarantor
has caused this instrument to be duly endorsed.


 





	Dated:                                                   	 
	 	 
	 	VALE S.A.
	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






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2.2.2       Form
of Reverse of Note


 


1.             This
Note is a duly authorized issue of securities of the Company issued in one or more series (the “Securities”) under
an Amended and Restated Indenture, dated as of September 29, 2015 (the “Base Indenture”) as supplemented by the Third
Supplemental Indenture, dated as of July 8, 2020 (the “Third Supplemental Indenture”), among the Company, the Guarantor
and The Bank of New York Mellon, as Trustee (herein called the “Trustee,” which term includes any successor trustee
under the Base Indenture), and reference is hereby made to the Base Indenture, as supplemented by the Third Supplemental Indenture
(the Base Indenture, as supplemented by the Third Supplemental Indenture, herein called the “Indenture”), for a statement
of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantor, the Trustee and
the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This
Security is one of the series designated on the face hereof (herein called the “Notes”).


 


2.             The full
and punctual payment of the principal and interest and all other amounts payable under this Note is irrevocably and unconditionally
guaranteed by the Guarantor.


 


3.            Additional
notes on terms and conditions identical to those of this Note may be issued by the Company without the consent of the Holders
of the Notes. The amount evidenced by such additional Notes shall increase the aggregate principal amount of, and shall be consolidated
and form a single series with, the Notes.


 


4.             If an
Event of Default with respect to Notes shall occur and be continuing, the principal of all of the Notes may be declared due and
payable in the manner and with the effect provided in the Indenture.


 


5.            All payments
in respect of the Notes shall be made without withholding or deduction for any present or future taxes, duties, assessments or
governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of the Cayman Islands
or Brazil, or any Successor Jurisdiction or any authority therein or thereof having power to tax (“Foreign Taxes”)
except to the extent that such Foreign Taxes are required by the Cayman Islands, Brazil, such Successor Jurisdiction or any such
authority to be withheld or deducted. In the event of any withholding or deduction for any Foreign Taxes, the Company or the Guarantor,
as the case may be, shall make such deduction or withholding, make payment of the amount so withheld to the appropriate governmental
authority and pay such additional amounts (“Additional Amounts”) as are necessary to ensure that the net amounts received
by the Holders of the Notes after such withholding or deduction equals the respective amounts of principal, premium and interest
which would have been receivable in respect of such Notes had no such withholding or deduction (including for any Foreign Taxes
payable in respect of Additional Amounts) been required, except that no such Additional Amounts shall be payable with respect
to any payment on a Note:


 






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		(i)	to, or to a third party on behalf of, a Holder who is liable
                                         for any such taxes, duties, assessments or other governmental charges in respect of a
                                         Note by reason of (A) a connection between the Holder and the Cayman Islands, Brazil
                                         or such Successor Jurisdiction other than the mere holding of such Note and the receipt
                                         of payments with respect to such Note or (B) failure by the Holder to comply with any
                                         certification, identification or other reporting requirement concerning the nationality,
                                         residence, identity or connection with the Cayman Islands, Brazil or a Successor Jurisdiction,
                                         or applicable political subdivision or authority thereof or therein having power to tax,
                                         of such Holder, if compliance is required by the Cayman Islands, Brazil or such Successor
                                         Jurisdiction, or any political subdivision or authority thereof or therein having power
                                         to tax as a precondition to exemption from, or reduction in the rate of, the tax, assessment
                                         or other governmental charge and the Company has given the Holders at least 30 days’
                                         notice that Holders will be required to provide such certification, identification or
                                         other requirement;



 





		(ii)	in respect of any such taxes, duties, assessments or other
                                         governmental charges with respect to a Note surrendered (if surrender is required) more
                                         than 30 days after the date on which such payment became due and payable or the date
                                         on which payment thereof is duly provided for and notice thereof is given to Holders,
                                         whichever occurs later, except to the extent that the Holder of such Note would have
                                         been entitled to such Additional Amounts on surrender of such Note for payment on the
                                         last day of such 30-day period;



 


		(iii)	in respect of estate, inheritance, gift, sales, transfer,
                                         personal property or similar tax, assessment or governmental charge imposed with respect
                                         to a Note;



 


		(iv)	in respect of any tax, assessment or other governmental charge
                                         payable otherwise than by deduction or withholding from payments on the Notes or by direct
                                         payment by the Company or the Guarantor in respect of claims made against the Company
                                         or the Guarantor;



 


		(v)	in respect of any taxes, duties, assessments or other governmental
                                         charges imposed under Sections 1471 through 1474 of the U.S. Internal Revenue Code of
                                         1986, as amended as of the issue date (or any amended or successor version that is substantively
                                         comparable) and any current or future regulations or official interpretations thereof,
                                         any agreement entered into pursuant to Section 1471(b)(1) of the U.S. Internal Revenue
                                         Code, any intergovernmental agreement between a non-U.S. jurisdiction and the United
                                         States with respect to the foregoing or any law, regulation or practice adopted pursuant
                                         to any such intergovernmental agreement; or



 


		(vi)	in respect of any combination of the above.



 






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Solely for purposes of this paragraph 5, the term
 “Holder” of any Note means the direct nominee of any beneficial owner of such Note, which holds such beneficial owner’s
interest in such Note. Notwithstanding the foregoing, the limitations on the Company’s or the Guarantor’s obligation
to pay Additional Amounts set forth in clause (i) above shall not apply if (a) the provision of information, documentation or
other evidence described in such clause (i) would be materially more onerous, in form, in procedure or in the substance of information
disclosed, to a Holder or beneficial owner of a Note (taking into account any relevant differences between U.S. law, regulation
or administrative practice and the law, regulation or administrative practice of the Cayman Islands, Brazil or the Successor Jurisdiction)
than comparable information or other reporting requirements imposed under U.S. tax law (including tax treaties between the United
States and the Cayman Islands, Brazil or the Successor Jurisdiction), regulation (including proposed regulations) and administrative
practice.


 


The Company or the Guarantor, as the case may be,
shall promptly provide the Trustee with documentation (which may consist of certified copies of such documentation) evidencing
the payment of Foreign Taxes in respect of which the Company or the Guarantor has paid any Additional Amounts. Copies of such
documentation shall be made available to the Holders of the Notes or the Paying Agent, as applicable, upon request therefor.


 


The Company or the Guarantor, as the case may be,
shall pay all stamp, issue, registration, documentary or other similar duties, if any, which may be imposed by the Cayman Islands,
Brazil or the Successor Jurisdiction, or any governmental entity or political subdivision therein or thereof, or any taxing authority
of or in any of the foregoing, with respect to the Indenture or the issuance of the Notes or the Guaranty.


 


All references herein or in the Indenture, to principal,
premium or interest in respect of any Note shall be deemed to include all Additional Amounts, if any, payable in respect of such
principal, premium or interest, unless the context otherwise requires, and express mention of the payment of Additional Amounts
in any provision hereof shall not be construed as excluding reference to Additional Amounts in those provisions hereof where such
express mention is not made.


 


In the event that Additional Amounts actually paid
with respect to the Notes pursuant to the preceding paragraphs are based on rates of deduction or withholding of withholding taxes
in excess of the appropriate rate applicable to the Holder of such Notes, and, as a result thereof such Holder is entitled to
make claim for a refund or credit of such excess from the authority imposing such withholding tax, then such Holder shall, by
accepting such Notes, be deemed to have assigned and transferred all right, title, and interest to any such claim for a refund
or credit of such excess to the Company or the Guarantor, as the case may be. However, by making such assignment, the Holder makes
no representation or warranty that the Company will be entitled to receive such claim for a refund or credit and incurs no other
obligation with respect thereto.


 


6.            All references
in the Indenture and the Notes to principal in respect of any Note shall be deemed to mean and include any Redemption Price payable
in respect of such Note pursuant to any redemption right hereunder (and all such references to the Stated Maturity Date of the
principal in respect of any Note shall be deemed to mean and include the Redemption Date with respect to any such Redemption Price),
and all such references to principal, interest or Additional Amounts shall be deemed to mean and include any amount payable in
respect hereof pursuant to Section 10.7 of the Base Indenture.


 






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7.            At any
time prior to the Par Call Date, the Notes are subject to redemption at the Company’s option in whole or in part, upon not
less than 30 days’ but no more than 60 days’ notice to the Holders of the Notes, at a Redemption Price equal to the
greater of (A) 100% of the principal amount of such Notes and (B) the sum of the present values of the Remaining Payments
discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate plus 50 basis points; plus, in either case, accrued and unpaid interest on the principal amount of such Notes to (but not
including) the Redemption Date. At any time on or after the Par Call Date, the Notes are subject to redemption at the Company’s
option in whole or in part, upon not less than 30 days’ but no more than 60 days’ notice to the Holders of the Notes,
at a Redemption Price equal to 100% of the principal amount of such Notes plus accrued and unpaid interest on the principal amount
of such Notes to (but not including) the Redemption Date.


 


If, as a result of any amendment to, or change in,
the laws (or any rules or regulation thereunder) of the Cayman Islands, Brazil or a Successor Jurisdiction or any political subdivision
or taxing authority thereof or therein affecting taxation or any amendment to or change in an official interpretation, administration
or application of such laws, rules or regulations (including a holding by a court of competent jurisdiction), which amendment
or change of such laws, rules or regulations or the interpretation thereof becomes effective on or after the date of the Third
Supplemental Indenture, or, in the case of a Successor Jurisdiction, on or after the date the Successor Corporation is incorporated
in or considered to be a resident of such Successor Jurisdiction, the Company would be obligated to pay Additional Amounts in
respect of the Notes pursuant to the terms and conditions thereof in excess of those attributable to withholding tax imposed by
the Cayman Islands, Brazil or the Successor Jurisdiction on the basis of a statutory rate of 15%, and if such obligation cannot
be avoided by the Company after taking measures the Company considers reasonable to avoid it, then, at the Company’s option,
the Notes may be redeemed in whole, but not in part, at any time, on giving not less than 30 nor more than 60 days’ notice
to the Holders of the Notes, at a Redemption Price equal to 100% of the principal amount thereof and any premium applicable thereto,
together with accrued interest up to but not including the Redemption Date and any Additional Amounts which would otherwise be
payable up to but not including the Redemption Date; provided, however, that (1) no notice of such redemption may be given earlier
than 90 days prior to the earliest date on which the Company would but for such redemption be obligated to pay such Additional
Amounts were a payment on the Notes then due, and (2) at the time such notice is given, such obligation to pay such Additional
Amounts remains in effect.


 


On and after any Redemption Date, interest will cease
to accrue on the Notes or any portion of the Notes called for redemption (unless the Company defaults in the payment of the Redemption
Price and accrued interest). On or before the Redemption Date, the Company will deposit with the Trustee money sufficient to pay
the Redemption Price of and (unless the redemption date shall be an Interest Payment Date) accrued interest to the Redemption
Date on the Notes to be redeemed on such Redemption Date. If less than all of the Notes are to be redeemed, the Notes to be redeemed
shall be selected by the Trustee by such method as the Trustee shall deem fair and appropriate.


 






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8.            The Indenture
permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations
of the Company and the rights of the Holders of the Securities of each affected series under the Indenture at any time by the
Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding
of each affected series. The Indenture also contains provisions (i) permitting the Holders of a majority in principal amount of
the Securities at the time Outstanding of any affected series under the Indenture on behalf of the Holders of all Securities of
such series, to waive compliance by the Company with certain provisions of the Indenture and (ii) permitting the Holders of a
majority in principal amount of the Securities at the time Outstanding of any affected series under the Indenture on behalf of
the Holders of all Securities of such series, to waive certain past defaults under the Indenture and their consequences.


 


Any such consent or waiver by the Holder of this
Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Note.


 


9.            As provided
in and subject to the provisions of the Indenture, the Holder of this Note shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless (i) such
Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Notes, (ii)
the Holders of not less than 25% in principal amount of the Notes at the time Outstanding shall have made written request to the
Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity reasonably satisfactory
to it, and the Trustee shall not have received from the Holders of a majority in principal amount of Notes at the time Outstanding
a direction inconsistent with such request, and (iii) the Trustee shall have failed to institute any such proceeding, for 60 days
after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder
of this Note for the enforcement of any payment of principal hereof or any interest hereon on or after the respective due dates
expressed herein.


 


10.           No reference
herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of and any interest on this Note at the times, place and rate, and in
the coin or currency, herein prescribed.


 


11.          As provided
in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Security
Register, upon surrender of this Note for registration of transfer at the office of the Trustee or agency of the Company in any
place where the principal of and any interest on this Note are payable, duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney
duly authorized in writing, and thereupon one or more new Notes of this Series and of like tenor, of authorized denominations
and for the same aggregate principal amount, will be issued to the designated transferee or transferees.


 






    13



     


    

 


The Notes are issuable only in registered form without
coupons in denominations of US$2,000 and any integral multiple of US$1,000 in excess thereof. As provided in the Indenture and
subject to certain limitations therein set forth, Notes are exchangeable for a like aggregate principal amount of Notes of like
tenor of a different authorized denomination, as requested by the Holder surrendering the same.


 


No service charge shall be made for any such registration
of transfer or exchange, but the Company or the Trustee may require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.


 


12.          Prior
to due surrender of this Note for registration of transfer, the Company, the Guarantor, the Trustee and any agent of the Company,
the Guarantor or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes,
whether or not this Note is overdue, and neither the Company, the Guarantor, the Trustee nor any such agent shall be affected
by notice to the contrary.


 


13.           This
Note and the Indenture shall be governed by and construed in accordance with the laws of the State of New York.


 


14.           All
terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture.


 


15.           [If
the Note is a Global Note, then insert: This Note is a Global Note and is subject to the provisions of the Indenture relating
to Global Notes.]


 


ABBREVIATIONS


 


The following abbreviations, when used in the inscription
of the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations:


 


TEN COM -- as tenants in common


 


TEN ENT -- as tenants by the entireties


 


JT TEN -- as joint tenants with right of survivorship
and not as tenants in common


 


UNIF GIFT MIN ACT - __________(Custodian) Custodian
_____________ (Minor) Under Uniform Gifts to Minors Act (______________) (State)


Additional abbreviations may also
be used though not in the above list.


 






    14



     


    

 


[TO BE ATTACHED TO GLOBAL NOTES]


 


SCHEDULE OF INCREASES OR DECREASES
IN GLOBAL NOTE


 


The initial principal amount of this Global Note
is US$[           ].


 


The following increases or decreases in this Global
Note have been made:


 


	Date
                                         of 

                                         Adjustment
	 	Amount
    of 

    Decrease 
in Principal

    Amount of this 

    Global Note	 	Amount
    of 

    Increase 
in Principal

    Amount of this

    Global Note	 	 Principal
    

    Amount of this

    Global Note 
following such 

    Decrease or 

    Increase	 	Signature
    of 
Authorized 

    Officer 
of Trustee of 

    Notes Custodian
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 




 


2.3       Form
of Trustee’s Certificate of Authentication


 


The Trustee’s certificate of authentication
shall be in substantially the following form:


 


    This is one of the Notes referred to in the within
mentioned Indenture.


 


	 	Dated:
	 	 
	 	THE BANK
    OF NEW YORK MELLON, as Trustee
	 	 
	 	By:	 
	 	 	Authorized Officer




 


2.4       Maintenance
of Office or Agency


 


With respect to any Notes that are not in
the form of a Global Note, the Company will maintain an office or agency in the Borough of Manhattan, The City of New York, in
accordance with Section 10.2 of the Base Indenture.


 


2.5       Prescription
Period


 


Claims for payment of principal in respect
of the Notes shall be prescribed upon the expiration of 10 years, and claims for payment of interest in respect of the Notes shall
be prescribed upon the expiration of 5 years, in each case from the Relevant Date thereof.


 


2.6       Defeasance
and Covenant Defeasance


 


The provisions of Article 13 of the Base
Indenture shall be applicable with respect to the Notes.


 






    15



     


    

 


3.            Amendments
to the Base Indenture


 


(a)           With
respect to the Notes only (and, for the avoidance of doubt, not with respect to any other series of notes issued pursuant to the
Base Indenture on or prior to the date hereof) Article 1.1 (“Definitions”) of the Base Indenture is hereby amended
by deleting the definition of “Judgement Currency” and replacing it with the new defined term as follows (without
any effect on the other defined terms contained therein):


 


               ““Judgment Currency”
has the meaning specified in Section 10.13.”


 


(b)           With
respect to the Notes only (and, for the avoidance of doubt, not with respect to any other series of notes issued pursuant to the
Base Indenture on or prior to the date hereof) Article 5.1.2 of Article 5.1 (“Events of Default”) of the Base Indenture
is hereby deleted in its entirety and amended and restated in its entirety as follows:


 


“5.1.2a failure
to pay any principal or premium, if any, (or related Additional Amounts, if any) on any of the Securities of the series on the
date when due;”


 


(c)           With
respect to the Notes only (and, for the avoidance of doubt, not with respect to any other series of notes issued pursuant to the
Base Indenture on or prior to the date hereof) Article 10 of the Base Indenture is hereby amended and restated by the addition
of the following Sections 10.13 and 10.14 (without any effect on the other sections contained in Article 10 therein):


 


10.13 Indemnification of Judgment
Currency


 


The Company and the Guarantor
shall indemnify the Trustee and any Holder of a Security against any loss incurred by the Trustee or such Holder, as the case
may be, as a result of any judgment or order being given or made for any amount due under this Indenture or such Security and
being expressed and paid in a currency (the “Judgment Currency”) other than Dollars, and as a result of any variation
between (i) the rate of exchange at which the Dollar amount is converted into the Judgment Currency for the purpose of such judgment
or order and (ii) the spot rate of exchange in The City of New York at which the Trustee or such Holder, as the case may be, on
the date of payment of such judgment or order is able to purchase Dollars with the amount of the Judgment Currency actually received
by the Trustee or such Holder. The foregoing indemnity shall constitute a separate and independent obligation of the Company and
the Guarantor and shall continue in full force and effect notwithstanding any such judgment or order as aforesaid. The term “spot
rate of exchange” shall include any premiums and costs of exchange payable in connection with the purchase of, or conversion
into, Dollars.


 


10.14 Ownership of the Company
and Payment of Expenses


 


The Guarantor will at all times
own, either directly or indirectly, 100% of the shares of the Company. The Guarantor will determine and timely pay all fees, taxes,
tariffs, service company expenses and other monies required to be paid in connection with the establishment and maintenance of
the existence of the Company under Cayman Islands law.


 






    16



     


    

 


(d)           With
respect to the Notes only (and, for the avoidance of doubt, not with respect to any other series of notes issued pursuant to the
Base Indenture on or prior to the date hereof) Article 12.4.2 of Article 12.4 (“Waiver by the Guarantor”) of the Base
Indenture is hereby deleted in its entirety and amended and restated in its entirety as follows:


 


“12.4.2 The
Guarantor unconditionally and irrevocably waives any and all rights provided under Articles 366, 827, 829, 834, 835, 837, 838
and 839 of the Brazilian Civil Code and Article 794 of the Brazilian Civil Procedure Code.”


 


(e)           The
reference to the address of CT Corporation system in Section 1.14 of the Base Indenture is hereby amended and replaced with the
following: 28 Liberty Street New York, New York 10005.


 


(f)           The
seventh paragraph of Section 3.3 of the Base Indenture is hereby deleted in its entirety and amended and restated in its entirety
as follows:


 


“No Security shall be entitled
to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate
of authentication substantially in the form provided for herein executed by the Trustee by manual or electronic signature of an
authorized officer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered hereunder.”


 


4.             Miscellaneous
Provisions


 


4.1       Separability
of Invalid Provisions


 


In case any one or more of the provisions
contained in this Third Supplemental Indenture should be invalid, illegal or unenforceable in any respect, such invalidity, illegality
or unenforceability shall not affect any other provisions contained in this Third Supplemental Indenture, and to the extent and
only to the extent that any such provision is invalid, illegal or unenforceable, this Third Supplemental Indenture shall be construed
as if such provision had never been contained herein.


 


4.2       Execution
in Counterparts


 


This Third Supplemental Indenture may be
simultaneously executed and delivered in any number of counterparts, each of which when so executed and delivered shall be deemed
to be an original, and such counterparts shall together constitute but one and the same instrument. Counterparts may be delivered
via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic
Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission
method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for
all purposes.


 






    17



     


    

 


5.             The
Trustee


 


The Trustee shall not be responsible in any
manner whatsoever for or in respect of the validity or sufficiency of this Third Supplemental Indenture or for or in respect of
the recitals contained herein, all of which are made solely by the Company and the Guarantor.


 


6.             Data
Protection


 


Upon each purchase or transfer of the Notes,
each Holder or transferee thereof is deemed (i) to have acknowledged receipt of the Company’s privacy notice (which can
be accessed at https://r1.dotdigital-pages.com/p/4VQT-308/cayman-islands-data-protection and provides information on the
Company’s use of personal data in accordance with the Cayman Islands Data Protection Law, 2017 and, in respect of any EU
data subjects, the EU General Data Protection Regulation) and (ii) if applicable, to have agreed to promptly provide the privacy
notice (or any updated version thereof as may be provided from time to time) to each individual (such as any individual directors,
shareholders, beneficial owners, authorized signatories, trustees or others) whose personal data it provides to the Company or
any of its affiliates or delegates including, but not limited to, Intertrust Corporate Services (Cayman) Limited in its capacity
as administrator of the Company.


 


[Signature page follows.]


 






    18



     


    

 


In Witness Whereof, each of the parties hereto
have caused this Third Supplemental Indenture to be duly executed on its behalf, all as of the day and year first written above.


 


	 	VALE OVERSEAS LIMITED
	 	 
	 	By:	/s/
    João Penna
	 	 	Name: João Penna
	 	 	Title: Director
	 	 
	 	By:	/s/ Adalgisa
    Vieira
	 	 	Name: Adalgisa Vieira
	 	 	Title: Attorney-in-fact
	 	 
	 	VALE S.A.
	 	 
	 	By:	/s/ Marcio
    Felipe M. Aigner
	 	 	Name: Marcio Felipe M. Aigner
	 	 	Title: Attorney-in-fact
	 	 
	 	By:	/s/ Adalgisa
    Vieira
	 	 	Name: Adalgisa Vieira
	 	 	Title: Attorney-in-fact



 


[Signature Page to Third Supplemental Indenture]


 






     


     


    

 


	 	THE BANK OF NEW YORK MELLON, as Trustee
	 	 
	 	 
	 	By:	/s/ Rita Duggan
	 	 	Name: Rita Duggan
	 	 	Title: Vice President




 


On July 6, 2020, before me, Helen Choi Notary Public, personally
appeared Rita Duggan, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within
instrument and acknowledged to me that she executed the same in her authorized capacity, and that, by her signature, bound the
entity on whose behalf such person executed the instrument.


 


I certify under PENALTY OF PERJURY under the laws of the State
of New York that the foregoing paragraph is true and correct.


 


WITNESS my hand and official seal.


 


	/s/ Helen Choi	 	Helen Choi
	Notary Public	Notary Public, State of New York
	 	No. 01CH6291290
	 	Qualified in New York County
	 	Commission Expires October 15, 20201



 


[Signature Page
to Third Supplemental Indenture]