Vale : 02/20/2017 Valepar Shareholders Agreement (with exhibits)

SHAREHOLDERS' AGREEMENT OF VALEPAR S.A.

The Parties hereto:

1. BNDES PARTICIPAÇÕES S.A. - BNDESPAR, a wholly-owned subsidiary of Banco Nacional de Desenvolvimento Econômico e Social - BNDES, with its principal place of business in Brasília, Federal District, and offices at Av. República do Chile 100, part, in the City Rio de Janeiro, State of Rio de Janeiro, enrolled in the General Taxpayers' Register under CNPJ No 00.383.281/001-09, herein represented as provided for in its Bylaws ("BNDESPAR");

2. BRADESPAR S.A., a company with its principal place of business at Av. Paulista, 1450, 9th floor, in the City of São Paulo, State of São Paulo, enrolled in the General Taxpayers' Register under CNPJ No 03.847.461/0001-92, herein represented as provided for in its Bylaws ("BRADESPAR");

3. LITEL PARTICIPAÇÕES S.A., a company with its principal place of business at Rua da Assembleia 10, 37th floor, suite 3701 (part), in the City of Rio de Janeiro, State of Rio de Janeiro, enrolled in the General Taxpayers' Register under CNPJ No 00.743.065/0001-27, herein represented as provided for in its bylaws "LITEL");

4. LITELA PARTICIPAÇÕES S.A., a company with its principal place of business at Rua da Assembleia 10, 37th floor, suite 3701 (part), in the City of Rio de Janeiro, State of Rio de Janeiro, enrolled in the General Taxpayers' Register under CNPJ/MF No 05.495.546/0001-84, herein represented by its undersigned legal representatives ("LITELA"); and

5. MITSUI & CO. LTD., a company duly organized according to the laws of Japan, with its principal place of business at 1-3, Marunouchi 1-Chome, Chiyoda-ku, Tokyo 100- 8631, Japan, enrolled in the General Taxpayers' Register under CNPJ/MF No 05.466.338/0001-57, herein represented s provided for in its articles of incorporation ("MITSUI");

Bndespar, Bradespar, Litel, Litela, and Mitsui hereinafter referred to individually as "Party" and jointly as "Parties".

1. The Parties are shareholders of Valepar S.A. ("Valepar" or "Company", according to the definition in Clause 1 below) and jointly hold one billion, three hundred million, five hundred and twenty-five thousand, one hundred and twenty two (1,300,525,122) Common Shares and two hundred and eighty-one million, two hundred and eighty-one thousand, two

   hundred and three (281,281,203) Class A Preferred Shares, according to the definitions included in Clause 1, below.

2. On 04/24/1997 Valepar's current shareholders' agreement was entered into as duly filed on its head office and registered on the Company's books; the shareholders' agreement will be in force up to 05/09/2017 (as defined in Clause 1 below "Valepar's Current Shareholders' Agreement).

3. Valepar is a shareholder of Vale S.A. as identified below on the definitions included in Clause 1.

4. The Parties intend, upon entering into this Shareholders' Agreement, under the terms and for purposes of Article 118 of Law No 6.404/76, and as of the Initial Date of Effectiveness, to set forth the conditions that will govern the rights and obligations arising out of their condition as shareholders of Company and the exercise, by Valepar, of its rights and obligations as shareholders of Vale

The Parties hereto resolve to enter into this Shareholders' Agreement that will be governed by the following terms and conditions:

CLAUSE 1. DEFINITIONS.

1.1. Without prejudice to other definitions included in this shareholders' Agreement, the following terms, when beginning with capital letters, and any variations related to gender and number, will have the following meanings:

"Shareholder": means each of the Shareholder of the Company, signatories to this Shareholders' Agreement.

"Offered Shares": has the meaning that is attributed to the term in item 11.2 of this Agreement.

"Common Shares": means the shares of common stock issued by Valepar.

"Affected Common Shares" means all the Common Shares held by the parties on the date of execution of this Shareholders' Agreement and bound to the Shareholders' Agreement, as well as any other Common Shares that may be held by any of the Parties, for any purpose whatsoever, including, without limitation, those resulting from splits, bonuses, mergers, reverse splits, incorporations, subscriptions, acquisitions, exercise of options, conversion of Class A Preferred shares into Common Shares, or that, in any other way, are assigned to the Parties on account of the ownership of the Affected Common Shares.

"Class A Preferred Shares": means the class A preferred shares issued by Valepar.

"Affected Class A Preferred Shares": means all Class A Preferred Shares held by the Parties on the date of execution of this Shareholders' Agreement and bound to this Shareholders' Agreement, as well as any other Class A Preferred Shares that may be held by the Parties, for any reason whatsoever, including, without limitation, those resulting from splits, bonuses, mergers, reverse splits, incorporations, subscriptions, acquisitions, exercise of options, conversion Common Shares into Class A Preferred Shares, or that, in any other way, are assigned to the Parties on account of the ownership of the Affected Shares.

"Affected Shares": means all Affected Common Shares and Affected Class A Preferred Shares.

"Shareholders' Agreement": means this instrument;

"Affiliate", means, in relation to any Party, any individual, legal entity or, investment fund, syndicate, securities portfolio or any other type of organization, resident or with its principal place of business located in Brazil or abroad, that (i) is directly or indirectly controlled by such Party; (ii) directly or indirectly controls such Party, including through a shareholders' agreement; or (iii) is directly or indirectly controlled by any person that directly or indirectly controls such Party;

"Shareholders' Meeting": means the meeting of Valepar's shareholders;

"Company's Current Shareholders' Agreement": means the agreement currently in force entered into by and between Valepar's shareholders on 04/24/1997, as amended from time to time, the effective term of which will end on 05/09/2017.

"Appraisers": has the meaning that is attributed to the term in item 12.3.1 of this Agreement. "Notice": has the meaning that is attributed to the term in item 11.2 of this Agreement.

"Associated Company": has the meaning provided for in article 243, section 1 of Law No 6.404/76, that is, companies in which the investor has significant influence.

"Shareholding Control": has the meaning of control, as defined in article 116 of Law No 6.404/76. The derived terms such as "Controlled" and "Controlling" and the variations of the verb "control" will have the meaning thereof analogous to "Shareholding Control".

"Director": means any of the members of the Board of Directors (as defined below); "Board of Directors": means Valepar's board of directors.

"Initial Date of Effectiveness": has the meaning that is attributed to the term in item in Clause 16 of this Shareholders' Agreement.

"Right of First Refusal": means the right set forth on Clause 11 of this Shareholders' Agreement.

"Subscription Right": means the right of the parties to subscribe for bonds and/or securities issued by the Company, provided that such securities result from Affected Shares that, on the date of issuance, grant or may come to grant, or permit the subscription of the Company- issued security that grants the holder thereof the right to vote.

"Offered Rights": has the meaning that is attributed to the term in item 11.2 of this Agreement.

"Officer": means any member of the Board of Officers. "Board of Officers:" means Valepar Board of Officers. "Bylaws of Valepar": means Valepar bylaws.

"Intervening Consenting Party": has the meaning that is attributed to it on Clause 15.

"Report of Appraisal": has the meaning that is attributed to the term in item 12.3.3 of this Agreement.

"Notification": has the meaning that is attributed to the term in item 11.6 of this Agreement.

"New Report of Appraisal": has the meaning that is attributed to the term in item 12.3.7 of this Agreement.

"Offeree Parties": has the meaning that is attributed to the term in item 11.2 of this Agreement.

"Offeror Party": has the meaning that is attributed to the term in item 11.2 of this Agreement. "Proposal": has the meaning that is attributed to the term in item 11.2 of this Agreement.

"Prior Meeting": means the meeting of the Parties' representatives to be held prior to the Shareholders' Meetings and to the meetings of the Board of Directors and prior to the shareholders' meetings and to the meetings of the board of directors of Vale, with the purpose of defining the vote of the Parties at Shareholders' Meetings, and of their representatives on the Board of Directors, as well as of Valepar's vote, at the shareholders' meetings of Vale, and of the members of the board of directors of Vale, appointed by Valepar, such vote to be issued at such meetings, whenever required by this Shareholders' Agreement.

"Remaining Shares": has the meaning that is attributed to the term in item 11.8 of this Agreement.

"Vale": means Vale S.A., a publicly held company with its principal place of business at Avenida das Américas nº 700, bloco 8 loja 318, Barra da Tijuca, CEP 22640-100, in the City of Rio de Janeiro, State of Rio de Janeiro, enrolled with the CNPJ No 33.592.510/0001-54.