0000950123-09-052397 Sample Contracts

CPFL ENERGIA S.A. AND DEUTSCHE BANK TRUST COMPANY AMERICAS as Depositary AND OWNERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY RECEIPTS Amended and Restated Deposit Agreement Dated as of , 2009
Deposit Agreement • October 22nd, 2009 • Deutsche Bank Trust Co Americas/ ADR Group • Electric services • New York

AMENDED AND RESTATED DEPOSIT AGREEMENT dated as of , 2009 among CPFL ENERGIA S.A., a sociedade anônima organized and existing under the laws of the Federative Republic of Brazil (herein called the “Issuer”), DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as depositary hereunder and any successor as depositary hereunder (herein called the “Depositary”), and all Owners and Beneficial Owners from time to time of American Depositary Receipts issued hereunder (herein called the “Deposit Agreement”), amending and restating the deposit agreement, dated as of September 28, 2004 (herein called the “Original Deposit Agreement”), by and among the Issuer, Deutsche Bank Trust Company Americas (as successor to The Bank of New York) as depositary, and all Owners and Beneficial Owners from time to time of American Depositary Receipts issued thereunder.

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