SECOND AMENDED AND RESTATED DEPOSIT AGREEMENTDeposit Agreement • December 17th, 2012 • Citibank,N.A./ADR • Telephone communications (no radiotelephone) • New York
SECOND AMENDED AND RESTATED DEPOSIT AGREEMENT, dated as of [DATE], 2013, by and among (i) TELEFÔNICA BRASIL S.A. (formerly denominated Telecomunicações de São Paulo S.A. – TELESP), a sociedade anônima organized under the laws of the Federative Republic of Brazil, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America acting in its capacity as depositary, and any successor depositary hereunder (the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).
