Exhibit 2(c)

THIS SUPPLEMENTAL INDENTURE is dated December 13, 2002 (the "Supplemental
Indenture")

BETWEEN

(1)       ESPIRITO SANTO CENTRAIS ELETRICAS S.A. - ESCELSA (hereinafter referred
          to as the "Issuer"); and

(2)       J.P. MORGAN CHASE BANK (formerly known as The Chase Manhattan Bank and
          hereinafter referred to as the "Trustee", which expression shall,
          where the context so admits, include all persons for the time being
          the trustee or trustees of this Supplemental Indenture).

WHEREAS,

(A)      There has heretofore been executed and delivered to the Trustee an
         Indenture dated July 28, 1997 (the "Indenture"), providing for the
         issuance of the Issuer's 10% Senior Notes due 2007 (the "Notes");

(B)      As provided in Section 7.02. of the Indenture, the holders of no less
         than a majority in aggregate principal amount of the Notes for the time
         being outstanding, by way of consent evidenced as provided in Article 6
         of the Indenture, approved certain amendments to the Indenture and
         authorized, directed and requested the Trustee to enter into a
         supplemental indenture, supplemental to the Indenture, to give effect
         to the provisions approved thereby;

(C)      The Trustee, as per the approval of the holders of a majority in the
         aggregate principal amount of Notes, and the Issuer, by its execution
         of this Supplemental Indenture, consent and agree to such amendments;

(D)      This Supplemental Indenture is by way of supplement to the Indenture;

(E)      Each of the parties hereto has duly authorized the execution and
         delivery of this Supplemental Indenture so that, as of and from the
         date of this Supplemental Indenture, the relevant provisions of the
         Indenture shall stand amended and restated; and

(F)      Pursuant to Section 7.04. of the Indenture, there has been delivered to
         the Trustee on the date hereof an Officers' Certificate and an Opinion
         of Counsel certifying that this Supplemental Indenture complies with
         the applicable provisions of the Indenture.

         NOW THIS INDENTURE WITNESSES AND IT IS HEREBY DECLARED:

1.       Interpretation

         All capitalized terms not defined in this Supplemental Indenture shall
         have the meanings set forth in the Indenture.


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2.       Amendments to the Indenture

         The Indenture is hereby amended as follows:

         (i)  Sections 3.05. Certificates to Trustee, 3.08. Limitation on
              Indebtedness, 3.09. Limitation on Restricted Payments, 3.10.
              Limitation on Dividend and Other Payment Restrictions Affecting
              Restricted Subsidiaries, 3.11. Limitation on Issuances of
              Guarantees by Restricted Subsidiaries, 3.12. Limitation on
              Transactions with Shareholders and Affiliates, 3.13. Limitation on
              Liens, 3.14. Limitation on Sale-Leaseback Transactions, 3.16.
              Limitations on the Issuance of Capital Stock of Restricted
              Subsidiaries, 3.18. Provision of Financial and other Information,
              3.19. Subsidiary Guarantees, 3.21. Waiver of Stay, Extension or
              Usary Laws, 3.22. Maintenance of Properties and Insurance, 3.23.
              Registration and 8.01. When ESCELSA or Subsidiary Guarantor May
              Merge shall be deleted in their entirety.

         (ii) Subsections 3.15. (i) and (ii) Limitation on Asset Sales shall be
              deleted in their entirety.

        (iii) Subsection 3.15 (iii) will be amended as follows: Reference to the
              words "$10 million" shall be deleted and replaced with the words
              "$200 million".

         (iv) Section 4.01. shall be amended and restated as follows:

              "SECTION 4.01. Event of Default Defined. In case one or more of
              the following Events of Default (whatever the reason for such
              Event of Default and whether it shall be voluntary or involuntary
              or be effected by operation of law or pursuant to any judgment,
              decree or order of any court or any order, rule or regulation of
              any administrative or governmental body) shall have occurred and
              be continuing, that is to say:

              (a)   default in the payment of principal of, or premium, if any,
                    on any Note when the same becomes due and payable at
                    maturity, upon acceleration, redemption or otherwise; or

              (b)   default in the payment of interest on any Note when the same
                    becomes due and payable, and such default continues for a
                    period of 30 days."

3.       Miscellaneous

         (i)  Ratification of Indenture.

              The Indenture as supplemented by this Supplemental Indenture, is
              in all respects ratified and confirmed, and this Supplemental
              Indenture shall be deemed part of the Indenture in the manner and
              to the extent herein and therein provided.

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         (ii)     Trustee Not Responsible for Recitals.

                  The recitals herein contained are made by the Issuer and not
                  by the Trustee, and the Trustee assumes no responsibility for
                  the correctness thereof. The Trustee makes no representation
                  as to the validity or sufficiency of this Supplemental
                  Indenture.

         (iii)    New York Law to Govern.

                  THIS SUPPLEMENTAL INDENTURE, THE INDENTURE, EACH NOTE AND EACH
                  COUPON SHALL BE DEEMED TO BE NEW YORK CONTRACTS, AND FOR ALL
                  PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF
                  SAID STATE (WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF
                  LAW).

         (iv)     Separability.

                  In case any one or more of the provisions contained in this
                  Supplemental Indenture or in the Notes shall for any reason be
                  held to be invalid, illegal or unenforceable in any respect,
                  then, to the extent permitted by law, such invalidity,
                  illegality or unenforceability shall not affect any other
                  provisions of this Supplemental Indenture or of the Notes, but
                  this Supplemental Indenture and the Notes shall be construed
                  as if such invalid or illegal or unenforceable provision had
                  never been contained herein or therein.

         (v)      Counterparts.

                  This Supplemental Indenture may be executed in any number of
                  counterparts each of which shall be an original, but such
                  counterparts shall together constitute but one and the same
                  instrument.

         (vi)     Provisions Required by Trust Indenture Act of 1939 to Control.

                  If any provision of this Supplemental Indenture limits,
                  qualifies or conflicts with a provision which is required to
                  be included in this Supplemental Indenture by the Trust
                  Indenture Act of 1939, the required provision shall control.

         (vii)    Effectiveness.

                  This Supplemental Indenture becomes effective and
                  unconditional on the date any and all Notes are accepted for
                  payment by Electricidade de Portugal pursuant to the Offer to
                  Purchase and Consent Solicitation Statement dated November 20,
                  2002.

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                                   SIGNATURES



         IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of December , 2002.

                                ESPIRITO SANTO CENTRAIS ELETRICAS S.A. - ESCELSA


                                By: /s/ Antonio Eduardo da Silva
                                    ------------------------------------------
                                    Name: Antonio Eduardo da Silva
                                    Title: Chief Executive Officer


                                By: /s/ Sergio Pereira Pires
                                    ------------------------------------------
                                    Name: Sergio Pereira Pires
                                    Title: Chief Financial Officer


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                               JP MORGAN CHASE BANK, as Trustee


                               By: /s/ Susy P. Prestana
                                   -------------------------------------------
                                   Name: Susy P. Prestana
                                   Title: Assistant Vice President



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