0001193805-11-001339 Sample Contracts

Contract
Deposit Agreement • July 20th, 2011 • JPMorgan Chase Bank, N.A. - ADR Depositary • Telephone communications (no radiotelephone) • New York

AMENDMENT NO. 3, dated as of , 2011 (the "Amendment"), to the Deposit Agreement dated as of June 24, 2002, as amended as of June 26, 2007 and January 6, 2011 (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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