0001193805-11-001063 Sample Contracts

SUPPLEMENT AND AMENDMENT NO. 1 TO DEPOSIT AGREEMENT
Deposit Agreement • June 7th, 2011 • Deutsche Bank Trust Co Americas/ ADR Group • Electric services • New York

SUPPLEMENT AND AMENDMENT NO. 1 TO DEPOSIT AGREEMENT, dated as of June , 2011 (this "Agreement"), to the Amended and Restated Deposit Agreement dated as of October 28, 2009 (the “Deposit Agreement”) among CPFL ENERGIA S.A., incorporated under the laws of the Federative Republic of Brazil (the "Issuer"), Deutsche Bank Trust Company Americas, an indirect wholly owned subsidiary of Deutsche Bank AG, in its capacity as the successor depositary (the "Depositary"), and all Owners and Beneficial Owners from time to time of American Depositary Receipts issued thereunder.

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