0001144204-07-041856 Sample Contracts

AMENDMENT NO. 2 TO DEPOSIT AGREEMENT
Deposit Agreement • August 10th, 2007 • Centrais Eletricas Brasileiras Sa Eletrobras • American depositary receipts • New York

AMENDMENT NO. 2 dated as of _________, 2007 (the "Amendment") to the Amended and Restated Deposit Agreement dated as of October 18, 2002 to the Deposit Agreement dated as of December 12, 1994 as amended as of December 15, 1997 and June 29, 2007 (the "Deposit Agreement"), among Centrais Elétricas Brasileiras S.A. - Eletrobrás (the "Company"), incorporated under the laws of the Federative Republic of Brazil, 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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