0001193805-11-000037 Sample Contracts

Contract
Deposit Agreement • January 10th, 2011 • JPMorgan Chase Bank, N.A. - ADR Depositary • Telephone communications (no radiotelephone) • New York

AMENDMENT NO. 2, dated as of January 6, 2011 (the "Amendment"), to the Deposit Agreement dated as of June 24, 2002, as amended as of June 26, 2007 (as further amended hereby, the "Deposit Agreement") among TIM Participações S.A., 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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