0001019155-03-000313 Sample Contracts

AMENDED AND RESTATED DEPOSIT AGREEMENT
Deposit Agreement • June 6th, 2003 • Embratel Participacoes Sa • Telephone communications (no radiotelephone) • New York

AMENDED AND RESTATED DEPOSIT AGREEMENT, dated as of July 27, 1998,_____________, 2003, among EMBRATEL PARTICIPAÇÕES S.A., a sociedade anônima de economia mista (a limited liability company) organized under the laws of the Federative Republic of Brazil (herein called the Company), THE BANK OF NEW YORK, a New York banking corporation (herein called the Depositary), and all Owners and Beneficial Owners from time to time of American Depositary Receipts issued hereunder.

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