0001019155-08-000147 Sample Contracts

TELESP CELULARVIVO PARTICIPAÇÕES S.A.
Deposit Agreement • July 14th, 2008 • Vivo Participacoes S.A. • Telephone communications (no radiotelephone) • New York

AMENDED AND RESTATED DEPOSIT AGREEMENT, dated as of November 2, 1998, among TELESP CELULARas further amended and restated as of ___________, 2008, among VIVO PARTICIPAÇÕES S.A., a sociedade anônima (a corporation) organized under the laws of the Federative Republic of Brazil (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Beneficial Owners from time to time of American Depositary ReceiptsShares issued hereunder.

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THE BANK OF NEW YORK
Vivo Participacoes S.A. • July 14th, 2008 • Telephone communications (no radiotelephone)

Deposit Agreement dated as of November 2, 1998 (the “Deposit Agreement”) by and among Telesp Celular Participações S.A., now known as Vivo Participações S.A., (the “Company”), The Bank of New York, as Depositary, and the Owners of American Depositary Receipts issued thereunder

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