Common use of ADR Amendment Clause in Contracts

ADR Amendment. The form of ADR attached as Exhibit A to the Deposit Agreement and each of the ADRs issued and outstanding under the terms of the Deposit Agreement is hereby amended as of the Effective Date by: (a) deleting the form of legend to be used on certain Receipts set forth on the face thereof in its entirety and inserting the following in its stead: "FORM OF DIVIDEND LEGEND TO BE USED ON CERTAIN RECEIPTS This Receipt evidences the right to receive Shares that were issued as of __________ and that we are entitled to reduce dividends with respect to dividend payment for fiscal year 20__. The Holder of the Receipt will be entitled to dividends only in proportion to the known day which such Shares were outstanding in fiscal year 20___. The Holder of this Receipt will be entitled to full dividend rights beginning with dividends paid with respect to the fiscal year 20____." (b) deleting the first paragraph thereof in its entirety and inserting the following in its stead: "Citibank, N.A., a national banking association organized under the laws of the United States of America, as depositary (the "Depositary"), hereby certifies that __________ is the owner of American Depositary Shares ("American Depositary Shares") representing the right to receive deposited Shares of capital stock of Telefonica S.A. of 1.00 euro nominal value each ("Shares"), or evidence of rights to receive such Shares of Telefonica S.A., a corporation organized under the laws of the Kingdom of Spain (the "Company"). At the date hereof, each American Depositary Share represents the right to receive three Shares deposited under the Deposit Agreement (hereinafter defined) with the Custodian (as defined in the Deposit Agreement)." (c) deleting the address of the Depositary on the face thereof and inserting 3▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (d) deleting the first sentence of paragraph (1) thereof in its entirety and inserting the following in its stead: "This American Depositary Receipt is one of an issue of American Depositary Receipts ("Receipts"), all issued and to be issued upon the terms and conditions set forth in the Deposit Agreement, dated as of November 13, 1996, as amended by Amendment No. 1 to Deposit Agreement, dated as of December 3, 1999, as further amended by Amendment No. 2 to Deposit Agreement, dated as of June 23, 2000 and as further amended by Amendment No. 3 to Deposit Agreement, dated as of ___, 2007(as so amended and as further amended and supplemented from time to time, the "Deposit Agreement"), by and among the Company, the Depositary and all Holders of American Depositary Receipts each of whom by accepting an ADS becomes bound by all the terms and provisions thereof." (e) deleting paragraph (7) thereof in its entirety and inserting the following in its stead:

ADR Amendment. The form of ADR attached as Exhibit A to the Amended and Restated Deposit Agreement and each of the ADRs issued and outstanding under the terms of the Amended and Restated Deposit Agreement is hereby amended as of the F-6 Effective Date by: (a) deleting the form of legend to be used on certain Receipts set forth on the face introductory article thereof in its entirety and inserting the following in its stead: "FORM OF DIVIDEND LEGEND TO BE USED ON CERTAIN RECEIPTS This Receipt evidences the right to receive Shares that were issued as of __________ and that we are entitled to reduce dividends with respect to dividend payment for fiscal year 20__. The Holder of the Receipt will be entitled to dividends only in proportion to the known day which such Shares were outstanding in fiscal year 20___. The Holder of this Receipt will be entitled to full dividend rights beginning with dividends paid with respect to the fiscal year 20____." (b) deleting the first paragraph thereof in its entirety and inserting the following in its stead: "CitibankCITIBANK, N.A., a national banking association organized and existing under the laws of the United States of America, as depositary Depositary (herein called the "Depositary"), hereby certifies that __________ is the owner of American Depositary Shares ("________ American Depositary Shares") , representing the right deposited B shares(such B shares are hereinafter referred to receive deposited Shares of capital stock of Telefonica S.A. of 1.00 euro nominal value each ("as Shares"), or evidence of rights to receive such Shares of Telefonica S.A.TELEFONAKTIEBOLAGET LM ERICSSON, a corporation organized public company incorporated under the laws of Sweden (herein called the Kingdom of Spain (the "Company"). At the date hereof, each American Depositary Share represents the right one (1) Share (or evidence of rights to receive three Shares one Share) deposited under the Deposit Agreement at the principal Stockholm office either of Skandinaviska Enskilda Banken or of Svenska Handelsbanken (hereinafter defined) with herein called the Custodian (as defined in or, together, the Deposit AgreementCustodians). The address of the Depositary's principal executive office is 388 Greenwich Street, New York, Ne▇ ▇▇▇▇ ▇▇▇▇▇." (c▇) deleting the address of the Depositary on the face thereof and inserting 3▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (d) deleting the first sentence entence of paragraph (1) thereof in its entirety and inserting the following in its stead: "This American Depositary Receipt is one of an issue of American Depositary Receipts ("Receipts" or "ADRs"), all issued and to be issued upon the terms and conditions set forth in the Amended and Restated Deposit Agreement, Agreement dated as of November 13September 26, 19961995, as amended by Amendment No. 1 to Amended and Restated Deposit Agreement, dated as of December 3February 10, 19991997, as further amended by Amendment No. 2 to Deposit Agreement, dated as of June 23, 2000 and as further amended by Amendment No. 3 to Deposit Agreement, dated as of ___, 2007(as so amended and as further amended and supplemented from time to time, the "Deposit Agreement"), by and among the Company, the Depositary and all Holders of American Depositary Receipts each of whom by accepting an ADS becomes bound by all the terms and provisions thereof." (e) deleting paragraph (7) thereof in its entirety and inserting the following in its stead:Amendment

ADR Amendment. The The. form of ADR attached as Exhibit A to the Deposit Agreement and each of the ADRs issued and outstanding under the terms of the Deposit Agreement is hereby amended as of the Effective Date by: (a) deleting the form of legend to be used on certain Receipts set forth on the face thereof in its entirety and inserting the following in its stead: "“FORM OF DIVIDEND LEGEND TO BE USED ON CERTAIN RECEIPTS This Receipt evidences the right to receive Shares that were issued as of __________ and that we are entitled to reduce dividends with respect to dividend payment for fiscal year 20_____. The Holder of the Receipt will be entitled to dividends only in proportion to the known day which such Shares were outstanding in fiscal year 20_____. The Holder of this Receipt will be entitled to full dividend rights beginning with dividends paid with respect to the fiscal year 20____."” (b) deleting the first paragraph thereof in its entirety and inserting the following in its stead: "“Citibank, N.A., a national banking association organized under the laws of the United States of America, as depositary (the "“Depositary"”), hereby certifies that __________ is the owner of American Depositary Shares ("“American Depositary Shares"”) representing the right to receive deposited Shares of capital stock of Telefonica S.A. of 1.00 euro nominal value each ("“Shares"”), or evidence of rights to receive such Shares of Telefonica S.A., a corporation organized under the laws of the Kingdom of Spain (the "“Company"”). At the date hereof, each American Depositary Share represents the right to receive three Shares deposited under the Deposit Agreement (hereinafter defined) with the Custodian (as defined in the Deposit Agreement)."” (c) deleting the address of the Depositary on the face thereof and inserting 3▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (d) deleting the first sentence of paragraph (1!) thereof in its entirety and inserting the following in its stead: "“This American Depositary Receipt is one of an issue of American Depositary Receipts ("“Receipts"”), all issued and to be issued upon the terms and conditions set forth in the Deposit Agreement, dated as of November 13, 1996, as amended by Amendment No. 1 to Deposit Agreement, dated as of December 3, . 1999, as further amended by Amendment No. 2 to Deposit Agreement, dated as of June 23, 2000 and as further amended by Amendment No. 3 to Deposit Agreement, dated as of ___, 2007(as 2007 (as so amended and as further amended and supplemented from time to time, the "“Deposit Agreement"”), by and among the Company, the Depositary and all Holders of American Depositary Receipts each of whom by accepting an ADS becomes bound by all the terms and provisions thereof."” (e) deleting paragraph (7) thereof in its entirety and inserting the following in its stead:;

ADR Amendment. The form of ADR attached as Exhibit A to the Second Amended and Restated Deposit Agreement and each of the ADRs issued and outstanding under the terms of the Second Amended and Restated Deposit Agreement is hereby amended as of the Effective Date by: (a) deleting the form of legend to be used on certain Receipts set forth on the face thereof in its entirety and inserting the following in its stead: "FORM OF DIVIDEND LEGEND TO BE USED ON CERTAIN RECEIPTS This Receipt evidences the right to receive Shares that were issued as of __________ and that we are entitled to reduce dividends with respect to dividend payment for fiscal year 20__. The Holder of the Receipt will be entitled to dividends only in proportion to the known day which such Shares were outstanding in fiscal year 20___. The Holder of this Receipt will be entitled to full dividend rights beginning with dividends paid with respect to the fiscal year 20____." (b) deleting the first paragraph preamble thereof in its entirety and inserting the following in its stead: "Citibank, N.A., a national banking association organized and existing under the laws of the United States of America, as depositary (herein called the "Depositary"), hereby certifies that _______________ is the owner of ______________ American Depositary Shares ("American Depositary Shares") representing the right to receive deposited Shares of capital stock of Telefonica S.A. of 1.00 euro nominal value each ("Shareshereinafter ADSs"), or representing deposited non-Voting preferred shares, each with a par value of R$5.00 including evidence of rights to receive such Shares non-voting preferred shares (the "Shares") of Telefonica S.A.COMPANHIA ENERGÉTICA DE MINAS GERMS – CEMIG, a corporation company organized and existing under the laws of the Kingdom Federative Republic of Spain Brazil (the "Company"). At As of the date hereofof the Deposit Agreement (as hereinafter defined), each American Depositary ADS represents one (1) Share represents the right to receive three Shares deposited under the Deposit Agreement (hereinafter defined) with the Custodian Custodian, which at the date of the execution of the Deposit Agreement is Citibank distribuidora de Títulos e Valores Mobiliarios S.A. (the "Custodian"). The ADS(s) to Shares(s) ratio is subject to amendment as defined provided in Article IV of the Deposit Agreement)." (c) deleting the address of the Depositary on the face thereof and inserting . The Depositary's Corporate Agency Office is located at 3▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇.▇.▇. The Depositary's principal executive office is located at 3▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. " (db) deleting the first sentence of paragraph (1) thereof in its entirety and inserting the following in its stead: "This American Depositary Receipt is one of an issue of American Depositary Receipts ("Receipts" or "ADRs"), all issued and to be issued upon the terms and conditions set forth in the Second Amended and Restated Deposit Agreement, dated as of November 13August 10, 19962001, by and among the Company, the Depositary and all Holders and Beneficial Owners from time to time of ADSs evidenced by Receipts issued thereunder, as amended by Amendment No. 1 to Deposit Agreement, dated thereto (as of December 3, 1999, as further amended by Amendment No. 2 to Deposit Agreement, dated as of June 23, 2000 and as further amended by Amendment No. 3 to Deposit Agreement, dated as of ___, 2007(as so amended and as further amended and supplemented from time to time, the "Deposit Agreement"), with each Holder and Beneficial Owner from time to time of ADSs evidenced by and among the CompanyADRs, the Depositary and all Holders of American Depositary Receipts each of whom by accepting an ADS becomes ADS, becoming bound by all the terms and provisions thereof." (ec) deleting the first sentence of paragraph (711) thereof in its entirety and inserting the following in its stead:: "It is a condition of this Receipt, and every successive Holder of this Receipt by accepting or holding the same consents and agrees, that title to this Receipt (and to each Certificated ADS evidenced hereby) shall be transferable upon the same terms as a certificated security under the laws of the State of New York, provided that, in the case of Certificated ADSs, the Receipt has been properly endorsed or is accompanied by properly executed instruments of transfer."