0001193805-10-003147 Sample Contracts

Contract
JPMorgan Chase Bank, N.A. - ADR Depositary • December 23rd, 2010 • American depositary receipts

AMENDMENT NO. 3, dated as of , 2010 (the "Amendment"), to the Amended and Restated Deposit Agreement dated as of October 18, 2002, as amended as of August 13, 2007 (as amended hereby, the "Deposit Agreement") among Centrais Elétricas Brasileiras S.A. - Eletrobrás , incorporated under the laws of the 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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