0001144204-07-033508 Sample Contracts

AMENDMENT NO. 1 TO DEPOSIT AGREEMENT
Deposit Agreement • June 26th, 2007 • Tim Participacoes Sa • Telephone communications (no radiotelephone) • New York

AMENDMENT NO. 1, dated as of June , 2007 (the “Amendment”), to the Deposit Agreement dated as of June 24, 2002 (as amended hereby, the “Deposit Agreement”), among TIM Participações S.A. (fka Tele Celular Sul Participações S.A.), incorporated under the laws of Federative Republic of Brazil (the “Company”), 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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