March 30, 1993 Mr. Eduardo Maia de Castro Ferraz Secretary of Finance of the State of Sao Paulo Avenida Rangel Pestana, 300, 8 Andar Sao Paulo, SP 01091-900 Brazil Mr. Antonio Carlos Bonini de Paiva President Companhia Energetica de Sao Paulo -CESP Av. Ministro Rocha Azevedo, 25 - 16 Andar Sao Paulo, SP 01410-001 Brazil Re: Brazil - Loan No. 3043-BR Sao Paulo Natural Gas Distribution Project Shareholder Agreement Amendment Dear Sirs: Please refer to the Loan Agreement, dated February 16, 1990, entered into between the International Bank for Reconstruction and Development (the Bank) and Companhia de Gas de Sao Paulo - COMGAS, as amended (the Loan Agreement), and the Shareholder Agreement, also dated February 16, 1990, entered into between the Bank and the State of Sao Paulo and CESP - Companhia Energetica de Sao Paulo, as amended (the Shareholder Agreement). COMGAS has requested the amendment of the Shareholder Agreement, for the purpose of allowing the postponement of the dates set forth in: (a) Section 2.01 (b) (ii), for the enactment of financial regulations for the gas sector; and (b) Section 2.04 (v), for the completion of the study of natural gas utilization in the State of Sao Paulo. Based on the reasons explained in COMGAS’ letters No. CT-GCB-005/93 and 006/93, dated February 16, 1993, the Bank has agreed with their request, and hereby proposes to amend the Shareholder Agreement by deleting the dates set forth in Sections 2.01 (b) (ii) and 2.04 (v) thereof and substituting them by December 31, 1993 and July 31, 1993, respectively. If you agree with the foregoing, please sign the form of confirmation on the attached copy of this letter and return it to us. In view of their interest in this matter, copies of this letter are being sent to COMGAS, to the representative of the Guarantor and to the Minister of Mines and Energy. Sincerely yours, INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT By /s/ Demetrios Papageorgiou Acting Director Country Department I Latin America and the Caribbean Region CONFIRMED: STATE OF SAO PAULO By /s/ Eduardo Maia de Castro Ferraz Date: COMPANHIA ENERGETICA DE SAO PAULO - CESP By /s/ Authorized Representative By /s/ Luiz Carlos Cintra cc: Mr. Eliseu Resende Minister of Finance Mr. Paulino Cicero Vasconcellos Minister of Mines and Energy Mr. Adilson Sampaio Mayllart President of COMGAS Date: