0001193805-11-000020 Sample Contracts

Contract
Deposit Agreement • January 5th, 2011 • JPMorgan Chase Bank, N.A. - ADR Depositary • Steel works, blast furnaces & rolling & finishing mills • New York

AMENDMENT NO. 2, dated as of January 5, 2011 (the "Amendment"), to the Amended and Restated Deposit Agreement dated as of November 1, 1997 as further amended and restated as of November 13, 1997 and as amended as of April 30, 2004 (as so amended hereby, the “Deposit Agreement”), among Companhia Siderúrgica Nacional, 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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