0000950123-10-096619 Sample Contracts

AMENDMENT NO. 1 TO DEPOSIT AGREEMENT
Deposit Agreement • October 27th, 2010 • Vale S.A. • Metal mining

AMENDMENT NO. 1, dated as of October [ ], 2010 (the “Amendment”), to the Amended and Restated Deposit Agreement, dated as of September 28, 2006 (the “Deposit Agreement”), among Vale S.A. (formerly Companhia Vale do Rio Doce), incorporated under the laws of Federative Republic of Brazil (the “Company”), JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and all holders from time to time of American depositary receipts (“ADRs”) issued thereunder.

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