Effective August 15, 2012 the ratio has changed to Each
American Depositary Share represents one (1) deposited
share

EXHIBIT A
AMERICAN DEPOSITARY SHARES
(Each American Depositary Share represents
three deposited Shares)
THE BANK OF NEW YORK MELLON
AMERICAN DEPOSITARY RECEIPT
FOR PREFERRED SHARES
OF  OI S.A.
(INCORPORATED UNDER THE LAWS OF THE
FEDERATIVE REPUBLIC OF BRAZIL)
The Bank of New York Mellon, as depositary (hereinafter
called the Depositary), hereby certifies that, or registered
assigns IS THE OWNER OF
AMERICAN DEPOSITARY SHARES
representing deposited preferred shares (herein called
Shares) of  Oi S.A., a company incorporated under the laws
of the Federative Republic of Brazil (herein called the
Company).  At the date hereof, each American Depositary
Share represents three Shares deposited or subject to
deposit under the Deposit Agreement (as such term is
hereinafter defined) at the principal Sao Paulo office of
Itau Unibanco S.A. (herein called the Custodian).  The
Depositarys Corporate Trust Office is located at a different
address than its principal executive office.  Its Corporate
Trust Office is located at 101 Barclay Street, New York,
N.Y. 10286, and its principal executive office is located at
One Wall Street, New York, N.Y. 10286.
THE DEPOSITARYS CORPORATE TRUST OFFICE
ADDRESS IS
101 BARCLAY STREET, NEW YORK, N.Y. 10286

1. THE DEPOSIT AGREEMENT.
This American Depositary Receipt is one of an issue (herein
called Receipts), all issued and to be issued upon the terms
and conditions set forth in the Amended and Restated
Deposit Agreement (Preferred Shares) dated as of February
27, 2012 (herein called the Deposit Agreement) among the
Company, the Depositary, and all Owners and Holders
from time to time of American Depositary Shares issued
thereunder, each of whom by accepting American
Depositary Shares agrees to become a party thereto and
become bound by all the terms and conditions thereof.  The
Deposit Agreement sets forth the rights of Owners and
holders and the rights and duties of the Depositary in
respect of the Shares deposited thereunder and any and all
other securities, property and cash from time to time
received in respect of such Shares and held thereunder
(such Shares, securities, property, and cash are herein called
Deposited Securities).  Copies of the Deposit Agreement
are on file at the Depositarys Corporate Trust Office in
New York City and at the office of the Custodian.
The statements made on the face and reverse of this
Receipt are summaries of certain provisions of the Deposit
Agreement and are qualified by and subject to the detailed
provisions of the Deposit Agreement, to which reference is
hereby made.  Capitalized terms defined in the Deposit
Agreement and not defined herein shall have the meanings
set forth in the Deposit Agreement.
2.SURRENDER OF AMERICAN DEPOSITARY
SHARES AND WITHDRAWAL OF DEPOSITED
SECURITIES.
Upon surrender at the Corporate Trust Office of the
Depositary of American Depositary Shares, and upon
payment of the fee of the Depositary provided in this
Receipt, and subject to the terms and conditions of the
Deposit Agreement, the Owner of those American
Depositary Shares is entitled to delivery, to him or as
instructed, of the amount of Deposited Securities at the
time represented by those American Depositary Shares.
Such delivery will be made at the option of the Owner
hereof, either at the office of the Custodian or at the
Corporate Trust Office of the Depositary, provided that the
forwarding of certificates for Shares or other Deposited
Securities for such delivery at the Corporate Trust Office of
the Depositary shall be at the risk and expense of the
Owner hereof.
3.TRANSFERS, SPLITUPS, AND COMBINATIONS OF
RECEIPTS.
Transfers of American Depositary Shares may be registered
on the books of the Depositary by the Owner in person or
by a duly authorized attorney, upon surrender of those
American Depositary Shares properly endorsed for transfer
or accompanied by proper instruments of transfer, in the
case of a Receipt, or pursuant to a proper instruction
(including, for the avoidance of doubt, instructions through
DRS and Profile as provided in Section 2.10 of the Deposit
Agreement), in the case of uncertificated American
Depositary Shares, and funds sufficient to pay any
applicable transfer taxes and the expenses of the Depositary
and upon compliance with such regulations, if any, as the
Depositary may establish for such purpose. This Receipt
may be split into other such Receipts, or may be combined
with other such Receipts into one Receipt, evidencing the
same aggregate number of American Depositary Shares as
the Receipt or Receipts surrendered. The Depositary, upon
surrender of certificated American Depositary Shares for
the purpose of exchanging for uncertificated American
Depositary Shares, shall cancel those certificated American
Depositary Shares and send the Owner a statement
confirming that the Owner is the Owner of uncertificated
American Depositary Shares. The Depositary, upon receipt
of a proper instruction (including, for the avoidance of
doubt, instructions through DRS and Profile as provided in
Section 2.10 of the Deposit Agreement) from the Owner of
uncertificated American Depositary Shares for the purpose
of exchanging for certificated American Depositary Shares,
shall cancel those uncertificated American Depositary
Shares and deliver to the Owner the same number of
certificated American Depositary Shares.
As a condition precedent to the delivery, registration of
transfer, or surrender of any American Depositary Shares or
splitup or combination of any Receipt or withdrawal of any
Deposited Securities, the Depositary, the Custodian, or
Registrar may require payment from the depositor of the
Shares or the presenter of the Receipt or instruction for
registration of transfer or surrender of American Depositary
Shares not evidenced by a Receipt of a sum sufficient to
reimburse it for any tax or other governmental charge and
any stock transfer or registration fee with respect thereto
(including any such tax or charge and fee with respect to
Shares being deposited or withdrawn) and payment of any
applicable fees as provided in the Deposit Agreement, may
require the production of proof reasonably satisfactory to it
as to the identity and genuineness of any signature and may
also require compliance with any regulations the Depositary
may establish consistent with the provisions of the Deposit
Agreement.
The delivery of American Depositary Shares against deposit
of Shares generally or against deposit of particular Shares
may be suspended, or the transfer of American Depositary
Shares in particular instances may be refused, or the
registration of transfer of outstanding American Depositary
Shares generally may be suspended, during any period
when the transfer books of the Depositary are closed, or if
any such action is reasonably deemed necessary or
advisable by the Depositary or the Company at any time or
from time to time because of any requirement of law or of
any government or governmental body or commission, or
under any provision of the Deposit Agreement, or for any
other reason, subject to the provisions of the following
sentence. Notwithstanding anything to the contrary in the
Deposit Agreement or this Receipt, the surrender of
outstanding American Depositary Shares and withdrawal
of Deposited Securities may not be suspended subject only
to (i) temporary delays caused by closing the transfer books
of the Depositary or the Company or the Foreign Registrar,
if applicable, or the deposit of Shares in connection with
voting at a shareholders meeting, or the payment of
dividends, (ii) the payment of fees, taxes and similar
charges, and (iii) compliance with any U.S. or foreign laws
or governmental regulations relating to the American
Depositary Shares or to the withdrawal of the Deposited
Securities.  Without limitation of the foregoing, the
Depositary shall not knowingly accept for deposit under the
Deposit Agreement any Shares which would be required to
be registered under the provisions of the Securities Act of
1933, unless a registration statement is in effect as to such
Shares for such offer and sale.  The Depositary shall comply
with written instructions of the Company (received by the
Depositary reasonably in advance) not to accept for deposit
hereunder and Shares identified in such instructions at such
times and under such circumstances as may reasonably be
specified in such instructions in order to facilitate the
Companys compliance with the securities laws of the
United States and other jurisdictions.
4.LIABILITY OF OWNER FOR TAXES.
If any tax or other governmental charge shall become
payable with respect to any American Depositary Shares or
any Deposited Securities represented by any American
Depositary Shares, such tax or other governmental charge
shall be payable by the Owner to the Depositary.  The
Depositary may refuse to register any transfer of those
American Depositary Shares or any withdrawal of
Deposited Securities represented by those American
Depositary Shares until such payment is made, and may
withhold any dividends or other distributions, or may sell
for the account of the Owner any part or all of the
Deposited Securities represented by those American
Depositary Shares, and may apply such dividends or other
distributions or the proceeds of any such sale in payment of
such tax or other governmental charge and the Owner shall
remain liable for any deficiency.
5.WARRANTIES ON DEPOSIT OF SHARES.
Every person depositing Shares under the Deposit
Agreement shall be deemed thereby to represent and
warrant, that such Shares and each certificate therefor, if
applicable, are validly issued, fully paid, nonassessable and
free of any preemptive rights of the holders of outstanding
Shares and that the person making such deposit is duly
authorized so to do.  Every such person shall also be
deemed to represent that the deposit of such Shares and the
sale of American Depositary Shares representing such
Shares by that person are not restricted under the Securities
Act of 1933.  Such representations and warranties shall
survive the deposit of Shares and delivery of American
Depositary Shares.
6.FILING PROOFS, CERTIFICATES, AND OTHER
INFORMATION.
Any person presenting Shares for deposit or any Owner or
holder may be required from time to time to file with the
Depositary or the Custodian such proof of citizenship or
residence, exchange control approval, or such information
relating to the registration on the books of the Company or
the Foreign Registrar, if applicable, to execute such
certificates and to make such representations and
warranties, as the Depositary may reasonably deem
necessary or proper.  The Depositary may withhold the
delivery or registration of transfer of any American
Depositary Shares or the distribution of any dividend or
sale or distribution of rights or of the proceeds thereof or
the delivery of any Deposited Securities until such proof or
other information is filed or such certificates are executed
or such representations and warranties made. The
Depositary shall provide to the Company, as promptly as
practicable upon its written request, copies of any such
proofs, certificates of other information that it receives
under Section 3.01 of the Deposit Agreement, to the extent
that disclosure is permitted under applicable law.  No Share
shall be accepted for deposit unless accompanied by
evidence reasonably satisfactory to the Depositary that any
necessary approval has been granted by any governmental
body in Brazil that is then performing the function of the
regulation of currency exchange.
7.CHARGES OF DEPOSITARY.
The Company agrees to pay the fees and out of pocket
expenses of the Depositary and those of any Registrar only
in accordance with agreements in writing entered into
between the Depositary and the Company from time to
time.  Except as set forth in clause (9) of the following
paragraph, the charges and expenses of the Custodian shall
be for the sole account of the Depositary.
The following charges shall be incurred by any party
depositing or withdrawing Shares or by any party
surrendering American Depositary Shares or to whom
American Depositary Shares are issued (including, without
limitation, issuance pursuant to a stock dividend or stock
split declared by the Company or an exchange of stock
regarding the American Depositary Shares or Deposited
Securities or a delivery of American Depositary Shares
pursuant to Section 4.03 of the Deposit Agreement), or by
Owners, as applicable:  (1) taxes and other governmental
charges, (2) such registration fees as may from time to time
be in effect for the registration of transfers of Shares
generally on the Share register of the Company or Foreign
Registrar and applicable to transfers of Shares to or from
the name of the Depositary or its nominee or the Custodian
or its nominee on the making of deposits or withdrawals
under the terms of the Deposit Agreement, (3) such cable,
telex and facsimile transmission expenses as are expressly
provided in the Deposit Agreement, (4) such expenses as
are incurred by the Depositary in the conversion of foreign
currency pursuant to Section 4.05 of the Deposit
Agreement, (5) a fee of $5.00 or less per 100 American
Depositary Shares (or portion thereof) for the delivery of
American Depositary Shares pursuant to Section 2.03, 4.03
or 4.04 of the Deposit Agreement and the surrender of
American Depositary Shares pursuant to Section 2.05 or
6.02 of the Deposit Agreement, (6) a fee of $.02 or less per
American Depositary Share (or portion thereof) for any
cash distribution made pursuant to the Deposit Agreement,
including, but not limited to Sections 4.01 through 4.04 of
the Deposit Agreement, (7) a fee for the distribution of
securities pursuant to Section 4.02 of the Deposit
Agreement, such fee being in an amount equal to the fee for
the execution and delivery of American Depositary Shares
referred to above which would have been charged as a
result of the deposit of such securities (for purposes of this
clause 7 treating all such securities as if they were Shares)
but which securities are instead distributed by the
Depositary to Owners, (8) in addition to any fee charged
under clause 6, a fee of $.02 or less per American
Depositary Share (or portion thereof) per annum for
depositary services, which will be payable as provided in
clause 9 below, (9) any other charges payable by the
Depositary, any of the Depositarys agents, including the
Custodian, or the agents of the Depositarys agents in
connection with the servicing of Shares or other Deposited
Securities (which charge shall be assessed against Owners
as of the date or dates set by the Depositary in accordance
with Section 4.06 of the Deposit Agreement and shall be
payable at the sole discretion of the Depositary by billing
such Owners for such charge or by deducting such charge
from one or more cash dividends or other cash
distributions).
The Depositary, subject to Article 8 hereof, may own and
deal in any class of securities of the Company and its
affiliates and in American Depositary Shares.
From time to time, the Depositary may make payments to
the Company to reimburse and / or share revenue from the
fees collected from Owners or Holders, or waive fees and
expenses for services provided, generally relating to costs
and expenses arising out of establishment and maintenance
of the American Depositary Shares program.  In performing
its duties under the Deposit Agreement, the Depositary
may use brokers, dealers or other service providers that are
affiliates of the Depositary.
8.PRERELEASE OF RECEIPTS.
Unless requested in writing by the Company to cease doing
so, notwithstanding Section 2.03 of the Deposit
Agreement, the Depositary may deliver American
Depositary Shares prior to the receipt of Shares pursuant to
Section 2.02 of the Deposit Agreement (a PreRelease).  The
Depositary may, pursuant to Section 2.05 of the Deposit
Agreement, deliver Shares upon the surrender of American
Depositary Shares that have been PreReleased, whether or
not such cancellation is prior to the termination of such
PreRelease.  The Depositary may receive American
Depositary Shares in lieu of Shares in satisfaction of a
PreRelease.  Each PreRelease will be (a) preceded or
accompanied by a written representation from the person to
whom American Depositary Shares or Shares are to be
delivered, that such person, or its customer, (i) beneficially
owns the Shares or American Depositary Shares to be
remitted, as the case may be, (ii) assigns all beneficial right,
title and interest in such American Depositary Shares or
Shares, as the case may be, to the Depositary in its capacity
as such and will hold such American Depositary Shares or
Shares, as the case may be, in trust for the account of the
Depositary until delivery thereof to the Depositary and (iii)
will not take any action with respect to such American
Depositary Shares or Shares, as the case may be, that is
inconsistent with the transfer of beneficial ownership
(including, without the consent of the Depositary,
disposing of such American Depositary Shares or Shares, as
the case may be), other than in satisfaction of the
PreRelease, (b) at all times fully collateralized with cash or
such other collateral as the Depositary deems appropriate,
(c) terminable by the Depositary on not more than five (5)
business days notice, and (d) subject to such further
indemnities and credit regulations as the Depositary deems
appropriate.  The number of American Depositary Shares
which are outstanding at any time as a result of PreRelease
will not normally exceed thirty percent (30%) of the Shares
deposited under the Deposit Agreement provided,
however, that the Depositary reserves the right to disregard
such limit from time to time as it reasonably deems
appropriate and may, with the prior written consent of the
Company, change such limit for purposes of general
application.
The Depositary may retain for its own account any
compensation received by it in connection with the
foregoing.
9.TITLE TO RECEIPTS.
It is a condition of this Receipt and every successive Owner
and holder of this Receipt by accepting or holding the same
consents and agrees that when properly endorsed or
accompanied by proper instruments of transfer, shall be
transferable as certificated registered securities under the
laws of New York. American Depositary Shares not
evidenced by Receipts shall be transferable as
uncertificated registered securities under the laws of New
York.  The Depositary, notwithstanding any notice to the
contrary, may treat the Owner of American Depositary
Shares as the absolute owner thereof for the purpose of
determining the person entitled to distribution of dividends
or other distributions or to any notice provided for in the
Deposit Agreement and for all other purposes, and neither
the Depositary nor the Company shall have any obligation
or be subject to any liability under the Deposit Agreement
to any Holder of American Depositary Shares unless that
Holder is the Owner of those American Depositary Shares.
10.VALIDITY OF RECEIPT.
This Receipt shall not be entitled to any benefits under the
Deposit Agreement or be valid or obligatory for any
purpose, unless this Receipt shall have been executed by the
Depositary by the manual signature of a duly authorized
signatory of the Depositary provided, however that such
signature may be a facsimile if a Registrar for the Receipts
shall have been appointed and such Receipts are
countersigned by the manual signature of a duly authorized
officer of the Registrar.
11.REPORTS INSPECTION OF TRANSFER BOOKS.
The Company is subject to the periodic reporting
requirements of the Securities Exchange Act of 1934 and,
accordingly, files reports with the Commission.  Those
reports will be available for inspection and copying through
the Commissions EDGAR on the Internet at www.sec.gov
or at public reference facilities maintained by the
Commission located at 100 F Street, N.E., Washington,
D.C. 20549.
The Depositary will make available for inspection by
Owners at its Corporate Trust Office any reports, notices
and other communications, including any proxy soliciting
material, received from the Company which are both
(a) received by the Depositary as the holder of the
Deposited Securities and (b) made generally available to the
holders of such Deposited Securities by the Company.  The
Depositary will also, upon written request by the Company,
send to Owners copies of such reports when furnished by
the Company pursuant to the Deposit Agreement.  Any
such reports and communications, including any such proxy
soliciting material, furnished to the Depositary by the
Company shall be furnished in English to the extent such
materials are required to be translated into English pursuant
to any regulations of the Commission.
The Depositary will keep books, at its Corporate Trust
Office, for the registration of American Depositary Shares
and transfers of American Depositary Shares which at all
reasonable times shall be open for inspection by the
Owners, provided that such inspection shall not be for the
purpose of communicating with Owners in the interest of a
business or object other than the business of the Company
or a matter related to the Deposit Agreement or the
American Depositary Shares.
12.DIVIDENDS AND DISTRIBUTIONS.
Whenever the Depositary receives any cash dividend or
other cash distribution on any Deposited Securities, the
Depositary shall, as promptly as practicable after its receipt
of such dividend or distribution (unless otherwise
prohibited or prevented by law), subject to the provisions of
Section 4.05 of the Deposit Agreement, convert such
dividend or distribution into Dollars and shall, as promptly
as practicable, distribute the amount thus received (net of
the fees and expenses of the Depositary as provided in
Article 7 hereof and Section 5.09 of the Deposit
Agreement) to the Owners entitled thereto, in proportion to
the number of American Depositary Shares representing
such Deposited Securities held by them respectively
provided, however, that in the event that the Custodian or
the Depositary shall be required to withhold and does
withhold from such cash dividend or such other cash
distribution an amount on account of taxes or other
governmental charges, the amount distributed to the
Owners of the American Depositary Shares representing
such Deposited Securities shall be reduced accordingly.
The Depositary shall distribute only such amount, however,
as can be distributed without attributing to any Owner a
fraction of one cent.  Any such fractional amounts shall be
rounded to the nearest whole cent and so distributed to
Owners entitled thereto.  The Company or its agent will
remit to the appropriate governmental agency in Brazil all
amounts withheld and owing to such agency.  The
Depositary will forward to the Company or its agent as
promptly as practicable such information from its records as
the Company may reasonably request to enable the
Company or its agent to file necessary reports with
governmental agencies, and the Depositary or the Company
or its agent may file any such reports necessary to obtain
benefits under the applicable tax treaties for the Owners.
Subject to the provisions of Section 4.11 and 5.09 of the
Deposit Agreement, whenever the Depositary receives any
distribution other than a distribution described in
Section 4.01, 4.03 or 4.04, the Depositary shall, as promptly
as practicable, cause the securities or property received by it
to be distributed to the Owners entitled thereto, after
deduction or upon payment of any fees and expenses of the
Depositary or any taxes or other governmental charges, in
proportion to the number of American Depositary Shares
representing such Deposited Securities held be them
respectively, in any manner that the Depositary may
reasonably deem equitable and practicable for
accomplishing such distribution provided, however, that if
in the opinion of the Depositary such distribution cannot be
made proportionately among the Owners entitled thereto,
or if for any other reason (including, but not limited to, any
requirement the Company or the Depositary withhold an
amount on account of taxes or other governmental charges
or that such securities must be registered under the
Securities Act of 1933 in order to be distributed to Owners
and holders) the Depositary deems such distribution not to
be feasible, the Depositary may, after consultation with the
Company to the extent practicable, adopt such method as it
may deem equitable and practicable for the purpose of
effecting such distribution, including, but not limited to,
the public or private sale of the securities or property thus
received, or any part thereof, and the net proceeds of any
such sale (net of the fees and expenses of the Depositary as
provided in Article 7 hereof and Section 5.09) shall be
distributed as promptly as practicable by the Depositary to
the Owners of Receipts entitled thereto all in the manner
and subject to the conditions described in Section 4.01.
The Depositary may withhold any distribution of securities
under Section 4.02 if it has not received satisfactory
assurances from the Company that the distribution does not
require registration under the Securities Act of 1933.  The
Depositary may sell, by public or private sale, an amount of
securities or other property it would otherwise distribute
under this Article that is sufficient to pay its fees and
expenses in respect of that distribution.
If any distribution consists of a dividend in, or free
distribution of, Shares, the Depositary may, and shall if the
Company shall so request in writing, as promptly as
practicable, deliver to the Owners entitled thereto, an
aggregate number of American Depositary Shares
representing the amount of Shares received as such
dividend or free distribution, subject to the terms and
conditions of the Deposit Agreement with respect to the
deposit of Shares and after deduction or upon payment of
the fees and expenses of the Depositary as provided in
Section 5.09 of the Deposit Agreement (and the Depositary
may sell, by public or private sale, an amount of Shares
received sufficient to pay its fees and expenses in respect of
that  distribution).  The Depositary may withhold any such
delivery of American Depositary Shares if it has not
received satisfactory assurances from the Company that
such distribution does not require registration under the
Securities Act of 1933. In lieu of delivering fractional
American Depositary Shares in any such case, the
Depositary, as promptly as possible, use reasonable efforts
to sell the amount of Shares represented by the aggregate of
such fractions and distribute the net proceeds, all in the
manner and subject to the conditions described in Section
4.01 of the Deposit Agreement.  If additional American
Depositary Shares are not so delivered, each American
Depositary Share shall thenceforth also represent the
additional Shares distributed upon the Deposited Securities
represented thereby.
In the event that the Depositary reasonably determines that
any distribution in property (including Shares and rights to
subscribe therefor) is subject to any tax or other
governmental charge which the Depositary is obligated to
withhold, the Depositary may by public or private sale
dispose of all or a portion of such property (including
Shares and rights to subscribe therefor) in such amounts
and in such manner as the Depositary reasonably deems
necessary and practicable to pay any such taxes or charges,
and the Depositary shall distribute the net proceeds of any
such sale after deduction of such taxes or charges to the
Owners entitled thereto in proportion to the number of
American Depositary Shares held by them respectively.
13.RIGHTS.
In the event that the Company shall offer or cause to be
offered to the holders of any Deposited Securities any
rights to subscribe for additional Shares or any rights of any
other nature, the Depositary shall, after consultation with
the Company, have discretion as to the procedure to be
followed in making such rights available to any Owners or
in disposing of such rights on behalf of any Owners and
making the net proceeds available to such Owners or, if by
the terms of such rights offering or for any other reason it
would be unlawful or unfeasible for  the Depositary either
to make such rights available to any Owners or dispose of
such rights and make the net proceeds available to such
Owners, then the Depositary shall allow the rights to lapse.
If at the time of the offering of any rights the Depositary
determines in its discretion that it is lawful and feasible to
make such rights available to all or certain Owners but not
to other Owners, the Depositary may, and at the request of
the Company shall, distribute to any Owner to whom it
determines the distribution to be lawful and feasible, in
proportion to the number of American Depositary Shares
held by such Owner, warrants or other instruments therefor
in such form as it deems appropriate, but only pursuant to a
separate agreement to be entered into between the
Company and the Depositary setting out the procedure to
be used and the terms and conditions for that distribution.
In circumstances in which rights would otherwise not be
distributed, if an Owner requests the distribution of
warrants or other instruments in order to exercise the rights
allocable to the American Depositary Shares of such Owner
under the Deposit Agreement, the Depositary will, as
promptly as practicable, make such rights available to such
Owner upon written notice from the Company to the
Depositary that (a) the Company has elected in its sole
discretion to permit such rights to be exercised and (b) such
Owner has executed such documents as the Company has
determined in its sole discretion are reasonably required
under applicable law.
If the Depositary has distributed warrants or other
instruments for rights to all or certain Owners, then upon
instruction from such an Owner pursuant to such warrants
or other instruments to the Depositary from such Owner to
exercise such rights, upon payment by such Owner to the
Depositary for the account of such Owner of an amount
equal to the purchase price of the Shares to be received
upon the exercise of the rights, and upon payment of the
fees and expenses of the Depositary and any other charges
as set forth in such warrants or other instruments, the
Depositary shall, on behalf of such Owner, exercise the
rights and purchase the Shares, and the Company shall
cause the Shares so purchased to be delivered to the
Depositary on behalf of such Owner.  As agent for such
Owner, the Depositary will cause the Shares so purchased
to be deposited pursuant to Section 2.02 of the Deposit
Agreement, and shall, pursuant to Section 2.03 of the
Deposit Agreement, deliver American Depositary Shares to
such Owner.  In the case of a distribution pursuant to the
second paragraph of this Article 13, such deposit shall be
made, and depositary shares shall be delivered, under
depositary arrangements which provide for issuance of
depositary shares subject to the appropriate restrictions on
sale, deposit, cancellation, and transfer under applicable
United States laws.
If the Depositary reasonably determines in its discretion
that it is not lawful and feasible to make such rights
available to all or certain Owners, but that it is lawful and
feasible to sell them, it may, and at the request of the
Company will use reasonable efforts to, sell the rights,
warrants or other instruments in proportion to the number
of American Depositary Shares held by the Owners to
whom it has determined it may not lawfully or feasibly
make such rights available, and allocate the net proceeds of
such sales (net of the fees and expenses of the Depositary
as provided in Section 5.09 of the Deposit Agreement and
all taxes and governmental charges payable in connection
with such rights and subject to the terms and conditions of
the Deposit Agreement) for the account of such Owners
otherwise entitled to such rights, warrants or other
instruments, upon an averaged or other practical basis
without regard to any distinctions among such Owners
because of exchange restrictions or the date of delivery of
any American Depositary Shares or otherwise.  Such
proceeds shall be distributed as promptly as practicable in
accordance with Section 4.01 of the Deposit Agreement.
The Depositary will not offer rights to Owners unless both
the rights and the securities to which such rights relate are
either exempt from registration under the Securities Act of
1933 with respect to a distribution to all Owners or are
registered under the provisions of such Act provided, that
nothing in the Deposit Agreement shall create any
obligation on the part of the Company to file a registration
statement with respect to such rights or underlying
securities or to endeavor to have such a registration
statement declared effective.  If an Owner requests the
distribution of warrants or other instruments,
notwithstanding that there has been no such registration
under the Securities Act of 1933, the Depositary shall not
effect such distribution unless it has received an opinion
from recognized counsel in the United States for the
Company upon which the Depositary may rely that such
distribution to such Owner is exempt from such
registration.
The Depositary shall not be responsible for any failure to
determine that it may be lawful or feasible to make such
rights available to Owners in general or any Owner in
particular.
14.CONVERSION OF FOREIGN CURRENCY.
Whenever the Depositary or the Custodian shall receive
foreign currency, by way of dividends or other distributions
or the net proceeds from the sale of securities, property or
rights, and if at the time of the receipt thereof the foreign
currency so received can in the judgment of the Depositary
be converted on a reasonable basis into Dollars and the
resulting Dollars transferred to the United States, the
Depositary shall convert or cause to be converted as
promptly as practicable, by sale or in any other manner that
it may determine, such foreign currency into Dollars, and
such Dollars shall be distributed as promptly as possible to
the Owners entitled thereto or, if the Depositary shall have
distributed any warrants or other instruments which entitle
the holders thereof to such Dollars, then to the holders of
such warrants and/or instruments upon surrender thereof for
cancellation.  Such distribution may be made upon an
averaged or other practicable basis without regard to any
distinctions among Owners on account of exchange
restrictions, the date of delivery of any American
Depositary Shares or otherwise and shall be net of any
expenses of conversion into Dollars incurred by the
Depositary as provided in Section 5.09 of the Deposit
Agreement.
If such conversion or distribution can be effected only with
the approval or license of any government or agency
thereof, the Depositary shall file as promptly as practicable
such application for approval or license, if any, as it may
deem desirable.  The Depositary shall notify the Company
and consult with the Company as to the action to be taken
if it is not applying for a necessary approval or license of
that kind.
If at any time the Depositary shall reasonably determine
that in its judgment any foreign currency received by the
Depositary or the Custodian is not convertible on a
reasonable basis into Dollars transferable to the United
States, or if any approval or license of any government or
agency thereof which is required for such conversion is
denied or in the opinion of the Depositary is not obtainable,
or if any such approval or license is not obtained within a
reasonable period as determined by the Depositary, the
Depositary may distribute the foreign currency (or an
appropriate document evidencing the right to receive such
foreign currency) received by the Depositary to, or in its
discretion may hold such foreign currency uninvested and
without liability for interest thereon for the respective
accounts of, the Owners entitled to receive the same.
If any such conversion of foreign currency, in whole or in
part, cannot be effected for distribution to some of the
Owners entitled thereto, the Depositary may in its
discretion make such conversion and distribution in Dollars
to the extent permissible to the Owners entitled thereto and
may distribute the balance of the foreign currency received
by the Depositary to, or hold such balance uninvested and
without liability for interest thereon for the respective
accounts of, the Owners entitled thereto.
15.RECORD DATES.
Whenever any cash dividend or other cash distribution shall
become payable or any distribution other than cash shall be
made, or whenever rights shall be issued with respect to the
Deposited Securities, or whenever the Depositary shall
receive notice of any meeting of holders of Shares or other
Deposited Securities, or whenever for any reason the
Depositary causes a change in the number of Shares that are
represented by each American Depositary Share, or
whenever the Depositary shall find it necessary or
convenient, the Depositary shall fix, and as promptly as
practicable notify the Company of, a record date, which
shall be the same as, or near as practicable to, any
corresponding record date set by the Company with respect
to Shares, (a) for the determination of the Owners who
shall be (i) entitled to receive such dividend, distribution or
rights or the net proceeds of the sale thereof, (ii) entitled to
give instructions for the exercise of voting rights at any
such meeting or (iii) responsible for any fee assessed by the
Depositary pursuant to the Deposit Agreement, or (b) on or
after which each American Depositary Share will represent
the changed number of Shares.  Subject to the provisions of
Sections 4.01 through 4.05 of the Deposit Agreement and
to the other terms and conditions of this Deposit
Agreement, the Owners on such record date shall be
entitled, as the case may be, to receive the amount
distributable by the Depositary with respect to such
dividend or other distribution or such rights or the net
proceeds of sale thereof in proportion to the number of
American Depositary Shares held by them respectively and
to give voting instructions and to act in respect of any other
such matter.
16.VOTING OF DEPOSITED SECURITIES.
Upon receipt of notice of any meeting of holders of Shares
or other Deposited Securities, if requested in writing by the
Company, the Depositary shall, as soon as practicable
thereafter, mail to the Owners of Receipts a notice, the
form of which notice shall be in the sole discretion of the
Depositary, which shall contain (a) such information as is
contained in such notice of meeting received by the
Depositary from the Company, (b) a statement that the
Owners as of the close of business on a specified record
date will be entitled, subject to any applicable provision of
law and of the articles of association or similar documents
of the Company, to instruct the Depositary as to the
exercise of the voting rights, if any, pertaining to the
amount of Shares or other Deposited Securities represented
by their respective American Depositary Shares and (c) a
statement as to the manner in which such instructions may
be given, including an express indication that instructions
may be given or deemed given in accordance with the last
sentence of this paragraph if no instruction is received, to
the Depositary to give a discretionary proxy to a person
designated by the Company.  Upon the written request of
an Owner of American Depositary Shares on such record
date, received on or before the date established by the
Depositary for such purpose, the Depositary shall endeavor
insofar as practicable to vote or cause to be voted the
amount of Shares or other Deposited Securities represented
by those American Depositary Shares in accordance with
the instructions set forth in such request.  The Depositary
shall not itself exercise any voting discretion over any
Deposited Securities.  If (i) the Company instructed the
Depositary to act under Section 4.07 of the Deposit
Agreement and complied with the following paragraph and
(ii) no instructions are received by the Depositary from an
Owner with respect to American Depositary Shares of that
Owner on or before the date established by the Depositary
for such purpose, the Depositary shall deem that Owner to
have instructed the Depositary to give a discretionary proxy
to a person designated by the Company with respect to the
amount of Deposited Securities represented by those
American Depositary Shares and the Depositary shall give a
discretionary proxy to a person designated by the Company
to vote that amount of Deposited Securities, except that no
such instruction shall be deemed given and no such
discretionary proxy shall be given with respect to any
matter as to which the Company informs the Depositary
(and the Company agrees to provide such information as
promptly as practicable in writing, if applicable) that (x) the
Company does not wish such proxy given, (y) substantial
opposition exists or (z) such matter materially and adversely
affects the rights of holders of Shares.  There can be no
assurance that Owners generally or any Owner in particular
will receive the notice described in the preceding paragraph
sufficiently prior to the instruction date to ensure that the
Depositary will vote the Shares or Deposited Securities in
accordance with the provisions set forth in the preceding
paragraph.
In order to give Owners a reasonable opportunity to instruct
the Depositary as to the exercise of voting rights relating to
Deposited Securities, if the Company will request the
Depositary to act under Section 4.07 of the Deposit
Agreement, the Company shall give the Depositary notice
of any such meeting and details concerning the matters to
be voted upon not less than 30 days prior to the meeting
date.
Subject to the rules of any securities exchange on which
American Depositary Shares or the Deposited Securities
represented thereby are listed, the Depositary shall, if
requested in writing by the Company, deliver, at least two
Sao Paul business days prior to the date of such meeting, to
the Company, to the attention of its Secretary, copies of all
instructions received from Owners in accordance with
which the Depositary will vote, or cause to be voted, the
Deposited Securities represented by the American
Depositary Shares at such meeting.  Delivery of instructions
will be made at the expense of the Company (unless
otherwise agreed in writing by the Company and the
Depositary) provided that payment of such expense shall
not be a condition precedent to the obligations of the
Depositary under Section 4.07 of the Deposit Agreement.

17.CHANGES AFFECTING DEPOSITED
SECURITIES.
Upon any change in nominal value, change in par value,
splitup, consolidation, or any other reclassification of
Deposited Securities, or upon any recapitalization,
reorganization, merger or consolidation, or sale of assets
affecting the Company or to which it is a party, or upon the
redemption or cancellation by the Company of the
Deposited Securities, any securities, cash or property which
shall be received by the Depositary or the Custodian in
exchange for, in conversion of, in lieu of or in respect of
Deposited Securities shall be treated as new Deposited
Securities under the Deposit Agreement, and American
Depositary Shares shall thenceforth represent, in addition to
the existing Deposited Securities, the right to receive the
new Deposited Securities so received, unless additional
Receipts are delivered pursuant to the following sentence.
In any such case the Depositary may, and shall if the
Company shall so request in writing, deliver additional
American Depositary Shares as in the case of a dividend in
Shares, or call for the surrender of outstanding Receipts to
be exchanged for new Receipts specifically describing such
new Deposited Securities.
18.LIABILITY OF THE COMPANY AND
DEPOSITARY.
Neither the Depositary nor the Company nor any of their
respective directors, employees, agents or affiliates shall
incur any liability to any Owner or holder, (i) if by reason of
any provision of any present or future law or regulation of
the United States or any other country, or of any
governmental or regulatory authority, or by reason of any
provision, present or future, of the articles of association or
any similar document of the Company, or by reason of any
provision of any securities issued or distributed by the
Company, or any offering or distribution thereof, or by
reason of any act of God or war or terrorism or other
circumstances beyond its control, the Depositary or the
Company shall be prevented, delayed or forbidden from or
be subject to any civil or criminal penalty on account of
doing or performing any act or thing which by the terms of
the Deposit Agreement or Deposited Securities it is
provided shall be done or performed, (ii) by reason of any
nonperformance or delay, caused as aforesaid, in the
performance of any act or thing which by the terms of the
Deposit Agreement it is provided shall or may be done or
performed, (iii) by reason of any exercise of, or failure to
exercise, any discretion provided for in the Deposit
Agreement, (iv) for the inability of any Owner or holder to
benefit from any distribution, offering, right or other
benefit which is made available to holders of Deposited
Securities but is not, under the terms of the Deposit
Agreement, made available to Owners or holders, or (v) for
any special, consequential or punitive damages for any
breach of the terms of the Deposit Agreement.  Where, by
the terms of a distribution pursuant to Section 4.01, 4.02 or
4.03 of the Deposit Agreement, or an offering or
distribution pursuant to Section 4.04 of the Deposit
Agreement, or for any other reason, such distribution or
offering may not be made available to Owners of Receipts,
and the Depositary may not dispose of such distribution or
offering on behalf of such Owners and make the net
proceeds available to such Owners, then the Depositary
shall not make such distribution or offering, and shall allow
any rights, if applicable, to lapse.  Neither the Company nor
the Depositary assumes any obligation or shall be subject to
any liability under the Deposit Agreement to Owners or
holders, except that they agree to perform their obligations
specifically set forth in the Deposit Agreement without
negligence or bad faith.  The Depositary and the Company
undertake to perform such duties and only such duties as
are specifically set forth in the Deposit Agreement, and no
implied covenants or obligations shall be read into the
Deposit Agreement against the Depositary or the Company
or their respective agents. The Depositary shall not be
subject to any liability with respect to the validity or worth
of the Deposited Securities.  Neither the Depositary nor the
Company shall be under any obligation to appear in,
prosecute or defend any action, suit, or other proceeding in
respect of any Deposited Securities or in respect of the
American Depositary Shares, on behalf of any Owner or
holder or other person.  Neither the Depositary nor the
Company shall be liable for any action or nonaction by it in
reliance upon the advice of or information from legal
counsel, accountants, any person presenting Shares for
deposit, any Owner or holder, or any other person believed
by it in good faith to be competent to give such advice or
information.  The Depositary and the Company may rely
and shall be protected in acting upon any written notice,
request, direction or other documents believed by them to
be genuine and to have been signed or presented by the
proper party of parties.  The Depositary shall not be liable
for any acts or omissions made by a successor depositary
whether in connection with a previous act or omission of
the Depositary or in connection with a matter arising wholly
after the removal or resignation of the Depositary, provided
that in connection with the issue out of which such
potential liability arises, the Depositary performed its
obligations without negligence or bad faith while it acted as
Depositary.  The Depositary shall not be liable for the acts
or omissions of any securities depository, clearing agency or
settlement system in connection with or arising out of
bookentry settlement of Deposited Securities or otherwise.
The Depositary shall not be responsible for any failure to
carry out any instructions to vote any of the Deposited
Securities or for the manner in which any such vote is cast
or the effect of any such vote, provided that any such
action or nonaction is in good faith.
No disclaimer of liability under the Securities Act of 1933
is intended by any provision of the Deposit Agreement.
19.RESIGNATION AND REMOVAL OF THE
DEPOSITARY APPOINTMENT OF
SUCCESSOR CUSTODIAN.
The Depositary may at any time resign as Depositary under
the Deposit Agreement by written notice of its election so
to do delivered to the Company, such resignation to take
effect upon the appointment of a successor depositary and
its acceptance of such appointment as provided in the
Deposit Agreement.  The Depositary may at any time be
removed by the Company by 60 days prior written notice
of such removal, to become effective upon the later of (i)
the 60th day after delivery of the notice to the Depositary
and (ii) the appointment of a successor depositary and its
acceptance of such appointment as provided in the Deposit
Agreement.  The Depositary in its discretion may appoint a
substitute custodian, which shall thereafter be the
Custodian hereunder.  The Depositary shall notify the
Company of the appointment of a substitute Custodian as
promptly as practicable and, if practicable, prior to the
effectiveness of such appointment.
20.AMENDMENT.
The form of the Receipts and any provisions of the Deposit
Agreement may at any time and from time to time be
amended by agreement between the Company and the
Depositary without the consent of Owners or holders in any
respect which they may deem necessary or desirable.  Any
amendment which shall impose or increase any fees or
charges (other than taxes and other governmental charges,
registration fees, cable, telex or facsimile transmission costs,
delivery costs or other such expenses), or which shall
otherwise prejudice any substantial existing right of
Owners, shall, however, not become effective as to
outstanding American Depositary Shares until the
expiration of thirty days after notice of such amendment
shall have been given to the Owners of outstanding
American Depositary Shares. Every Owner and holder of
American Depositary Shares, at the time any amendment so
becomes effective, shall be deemed, by continuing to hold
such American Depositary Shares or any interest therein, to
consent and agree to such amendment and to be bound by
the Deposit Agreement as amended thereby. In no event
shall any amendment impair the right of the Owner to
surrender American Depositary Shares and receive therefor
the Deposited Securities represented thereby, except in
order to comply with mandatory provisions of applicable
law.
21.TERMINATION OF DEPOSIT AGREEMENT.
The Company may terminate the Deposit Agreement by
instructing the Depositary to mail notice of termination to
the Owners of all American Depositary Shares then
outstanding at least 30 days prior to the termination date
included in such notice.  The Depositary may likewise
terminate the Deposit Agreement, if at any time 90 days
shall have expired after the Depositary delivered to the
Company a written resignation notice and if a successor
depositary shall not have been appointed and accepted its
appointment as provided in the Deposit Agreement in such
case the Depositary shall mail a notice of termination to the
Owners of all American Depositary Shares then
outstanding at least 30 days prior to the termination date.
On and after the date of termination, the Owner of
American Depositary Shares will, upon (a) surrender of
such American Depositary Shares, (b) payment of the fee of
the Depositary for the surrender of American Depositary
Shares referred to in Section 2.05, and (c) payment of any
applicable taxes or governmental charges, be entitled to
delivery, to him or upon his order, of the amount of
Deposited Securities represented by those American
Depositary Shares.  If any American Depositary Shares
shall remain outstanding after the date of termination, the
Depositary thereafter shall discontinue the registration of
transfers of American Depositary Shares, shall suspend the
distribution of dividends to the Owners thereof, and shall
not give any further notices or perform any further acts
under the Deposit Agreement, except that the Depositary
shall continue to collect dividends and other distributions
pertaining to Deposited Securities, shall sell rights and other
property as provided in the Deposit Agreement, and shall
continue to deliver Deposited Securities, together with any
dividends or other distributions received with respect
thereto and the net proceeds of the sale of any rights or
other property, upon surrender of American Depositary
Shares (after deducting, in each case, the fee of the
Depositary for the surrender of American Depositary
Shares, any expenses for the account of the Owner of such
American Depositary Shares in accordance with the terms
and conditions of the Deposit Agreement, and any
applicable taxes or governmental charges). At any time after
the expiration of four months from the date of termination,
the Depositary may sell the Deposited Securities then held
under the Deposit Agreement and may thereafter hold
uninvested the net proceeds of any such sale, together with
any other cash then held by it thereunder, unsegregated and
without liability for interest, for the pro rata benefit of the
Owners of American Depositary Shares that have not
theretofore been surrendered, such Owners thereupon
becoming general creditors of the Depositary with respect
to such net proceeds. After making such sale, the
Depositary shall be discharged from all obligations under
the Deposit Agreement, except to account for such net
proceeds and other cash (after deducting, in each case, the
fee of the Depositary for the surrender of American
Depositary Shares, any expenses for the account of the
Owner of such American Depositary Shares in accordance
with the terms and conditions of the Deposit Agreement,
and any applicable taxes or governmental charges) and
except as provided in Section 5.08 of the Deposit
Agreement.  Upon the termination of the Deposit
Agreement, the Company shall be discharged from all
obligations under the Deposit Agreement except for its
obligations to the Depositary under Sections 5.08 and 5.09
of that Agreement.
22.DTC DIRECT REGISTRATION SYSTEM AND
PROFILE MODIFICATION SYSTEM.
(a)Notwithstanding the provisions of Section 2.04 of the
Deposit Agreement, the parties acknowledge that the
Direct Registration System (DRS) and Profile Modification
System (Profile) shall apply to uncertificated American
Depositary Shares upon acceptance thereof to DRS by
DTC.  DRS is the system administered by DTC pursuant to
which the Depositary may register the ownership of
uncertificated American Depositary Shares, which
ownership shall be evidenced by periodic statements issued
by the Depositary to the Owners entitled thereto.  Profile is
a required feature of DRS which allows a DTC participant,
claiming to act on behalf of an Owner, to direct the
Depositary to register a transfer of those American
Depositary Shares to DTC or its nominee and to deliver
those American Depositary Shares to the DTC account of
that DTC participant without receipt by the Depositary of
prior authorization from the Owner to register such transfer.
(b)In connection with and in accordance with the
arrangements and procedures relating to DRS/Profile, the
parties understand that the Depositary will not verify,
determine or otherwise ascertain that the DTC participant
which is claiming to be acting on behalf of an Owner in
requesting registration of transfer and delivery described in
subsection (a) has the actual authority to act on behalf of
the Owner (notwithstanding any requirements under the
Uniform Commercial Code).  For the avoidance of doubt,
the provisions of Sections 5.03 and 5.08 of the Deposit
Agreement shall apply to the matters arising from the use of
the DRS.  The parties agree that the Depositarys reliance on
and compliance with instructions received by the
Depositary through the DRS/Profile System and in
accordance with the Deposit Agreement, shall not
constitute negligence or bad faith on the part of the
Depositary.
23.SUBMISSION TO JURISDICTION JURY TRIAL
WAIVER.
In the Deposit Agreement, the Company has (i) appointed
National Corporate Research , Ltd. with offices currently
located at 225 West 24th Street, Suite 910, New York, New
York, as the Companys authorized agent upon which
process may be served in any suit or proceeding between it
and the Depositary arising out of or relating to this Deposit
Agreement, (ii) consented and submitted to the jurisdiction
of any state or federal court in the State of New York in
which any such suit or proceeding may be instituted, and
(iii) agreed that service of process upon said authorized
agent shall be deemed in every respect effective service of
process upon the Company in any such suit or proceeding.
The Company agrees to deliver, upon execution and
delivery of this Deposit Agreement, a written acceptance
by such agent of its appointment as such agent.  The
Company further agrees to take any and all action,
including the filings of and all such documents and
instruments, as may be necessary to continue such
designation and appointment in full force and effect for so
long as any American Depositary Shares or Receipts remain
outstanding or this Agreement remains in force.  In the
event the Company fails to continue such designation and
appointment in full force and effect, the Company hereby
waives personal service of process upon it and consents that
any such service of process may be made by certified or
registered mail, return receipt requested, directed to the
Company at its address last specified for notices hereunder,
and service so made shall be deemed completed 10 business
days after the same shall have been so mailed.
EACH PARTY TO THE DEPOSIT AGREEMENT
(INCLUDING, FOR AVOIDANCE OF DOUBT, EACH
OWNER AND HOLDER) THEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN ANY SUIT, ACTION OR
PROCEEDING AGAINST THE COMPANY AND/OR
THE DEPOSITARY DIRECTLY OR INDIRECTLY
ARISING OUT OF OR RELATING TO THE SHARES
OR OTHER DEPOSITED SECURITIES, THE
AMERICAN DEPOSITARY SHARES OR THE
RECEIPTS, THE DEPOSIT AGREEMENT OR ANY
TRANSACTION CONTEMPLATED HEREIN OR
THEREIN, OR THE BREACH HEREOF OR THEREOF,
INCLUDING WITHOUT LIMITATION ANY
QUESTION REGARDING EXISTENCE, VALIDITY
OR TERMINATION (WHETHER BASED ON
CONTRACT, TORT OR ANY OTHER THEORY).
24.INFORMATION REQUESTS DELIVERY OF
INFORMATION TO THE CVM.
The Company may from time to time request Owners and
Holders to provide information as to the capacity in which
such Owners or Holders own or owned American
Depositary Shares and regarding the identity of any other
persons then or previously interested in such American
Depositary Shares as to the nature of such interest and
various other matters.  The Depositary agrees to use
reasonable efforts to comply with written instructions
received from the Company requesting that the Depositary
forward any such requests to the Owners and to forward to
the Company any responses to such requests received by
the Depositary.  Each Owner and Holder agrees to provide
any information requested by the Company or the
Depositary pursuant to Section 3.04 of the Deposit
Agreement whether or not such person is still an Owner or
Holder at the time of such request.  At the request of the
Company and at the Companys expense, the Depositary
will provide reasonable assistance to the Company to obtain
information sought by the Company under Section 3.04 of
the Deposit Agreement.
Each of the Depositary and the Company hereby confirms
to the other that for as long as the Deposit Agreement is in
effect, it shall furnish the CVM and the Central Bank, at
any time and within the period that may be determined,
with any information and documents related to the
American Depositary Shares program and the American
Depositary Shares issued hereunder.  In the event that the
Depositary or the Custodian shall be advised in writing by
reputable independent Brazilian counsel that the Depositary
or Custodian reasonably could be subject to criminal, or
material, as reasonably determined by the Depositary, civil,
liabilities as a result of the Company having failed to
provide such information or documents reasonably available
only through the Company and the Depositary resigns
under those circumstances , the time allowed under Section
5.04 of the Deposit Agreement for the Company to appoint
a successor depositary and the successor to accept its
appointment shall be reduced to 30 days, and the notice
required before a consequent termination of the Deposit
Agreement will become effective under Section 6.02 of
that Agreement shall be reduced to 15 days.  The
Depositary shall not be subject to any liability under the
Deposit Agreement for making the determination or
effecting the accelerated resignation and termination
permitted under Section 3.04 of the Deposit Agreement.

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