0001019155-11-000205 Sample Contracts

AND OWNERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement Dated as of September 18, 1997 Amended and Restated as of March 8, 1999 Amended and Restated as of May 7, 2003 As Further Amended and Restated as of December 2, 2008
Deposit Agreement • April 8th, 2011 • Bank of New York / Adr Division • American depositary receipts • New York

DEPOSIT AGREEMENT dated as of September 18, 1997, as amended and restated as of March 8, 1999, as further amended and restated as of May 7, 2003, and as further amended and restated as of December 2, 2008 among GERDAU S.A., a company incorporated under the laws of Brazil (herein called the Issuer), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners (as hereinafter defined) and Beneficial Owners (as hereinafter defined) from time to time of American Depositary Shares issued hereunder.

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Gerdau S.A. March 8, 1999 Page #
Deposit Agreement • April 8th, 2011 • Bank of New York / Adr Division • American depositary receipts

Deposit Agreement dated as of March 8, 1999 (the "Deposit Agreement") by and among Gerdau S.A., The Bank of New York, as Depositary, and the Owners and Beneficial Owners of American Depositary Receipts

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