Exhibit 4.4







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                            SHARE PURCHASE AGREEMENT

                                     BETWEEN

                                    CEZ, a.s.

                                    AS SELLER

                                       AND

              CZECH REPUBLIC - MINISTRY OF LABOR AND SOCIAL AFFAIRS

                                  AS PURCHASER


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                              DATED AUGUST 19, 2002






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This Share  Purchase  Agreement  (this  "Agreement")  is made on August 19, 2002
pursuant to the  provisions of Sections 409 et seq. of Act No.  513/1991  Coll.,
the Commercial  Code, as amended (the  "Commercial  Code") and the provisions of
Sections 13 et seq. of Act No.  591/1992  Coll.,  the Securities Act, as amended
(the "Securities Act"),

between

CEZ, a.s.
having its registered office at Duhova 2/1444, 140 53 Prague 4
Identification No.: 45274649
registered  in the  Commercial  Register  administered  by the Prague  Municipal
Court, Section 8, File 1581

acting through:   Ing. Jaroslav Mil, M.B.A.
                           Chairman of the Board of Directors
                           and
                           JUDr. Ivan Cestr
                           Director

(the "Seller")

Czech Republic - Ministry of Labor and Social Affairs
Na Poricnim pravu 1/376, Prague 2, Postal Code: 128 01
Identification No.: 00551023

acting through Minister of Labor and Social Affairs Ing. Zdenek  Skromach,  head
of the division of the executive branch of the government

(the "Purchaser")

                               W I T N E S S E T H

          WHEREAS,  the Seller owns 26,783,600  book-entry  registered shares of
CEPS, a.s., having its registered  office at Elektrarenska  774/2, 101 52 Prague
10, Identification No.: 25702556 (the "Company"),  having a nominal value of CZK
100 per share, SIN: 770000002673 (the "Sale Shares"), representing approximately
15% of the Company registered capital; and

          WHEREAS,  in connection  with its decision to privatize  shares in the
regional  distribution  companies  by  direct  sale  to  the  Purchaser  as  the
predetermined  transferee,  made in  Resolution  No.  477  dated May 6, 2002 and
Resolution  No. 628 dated June 12, 2002  (collectively,  the  "Resolution),  the
Czech Republic  government  granted in the  Resolution its consent,  pursuant to
Section 12 (7) of Act No.  219/2000 Coll., on the Property of the Czech Republic
and the Action of the Czech  Republic in Legal  Relationships,  as amended,  and
Section 13 (6) of Act No. 239/2001 Coll., on the Czech Consolidation  Agency and
Amendments  to  Certain  Acts,  to the  acquisition  of the Sale  Shares  by the
Purchaser on the terms and subject to the conditions specified herein;

          NOW, THEREFORE, the Purchaser and the Seller have agreed as follows.


                                    ARTICLE I
                              SUBJECT OF AGREEMENT

On the terms and subject to the conditions  specified herein,  the Seller agrees
to transfer the Sale Shares and title thereto to the Purchaser for consideration
and the  Purchaser  agrees to pay the Purchase  Price for the Sale Shares to the
Seller in the manner described in Article III hereof.

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                                   ARTICLE II
                                 PURCHASE PRICE

The Purchase  Price for all of the Sale Shares (the  "Purchase  Price") has been
determined  in  accordance  with the purchase  price set by the  Resolution  and
amounts to CZK  3,417,851,000  (to wit:  three  billion four  hundred  seventeen
million eight hundred and fifty-one thousand Czech crowns), i.e.,  approximately
CZK 127.6098  per Sale Share.  The Purchase  Price may, in  accordance  with the
Resolution, be adjusted in the manner described in Section 3.6 hereof.


                                   ARTICLE III
                 SETTLEMENT OF THE TRANSFER OF THE SALE SHARES
                           AND PURCHASE PRICE PAYMENT

3.1  Settlement of the Transfer of the Sale Shares.

     (a)  The  settlement  of the transfer of the Sale Shares from the Seller to
          the Purchaser  shall be arranged,  in accordance  with the  Settlement
          Orders, by the universal  settlement  center UNIVYC,  a.s., having its
          registered office at Rybna 14, Prague 1,  Identification No.: 25081489
          ("UNIVYC") on the CEPS Share Settlement Date.  UNIVYC shall settle the
          transfer of the Sale Shares in accordance with its rules governing the
          settlement  of  off-exchange  securities   transactions,   unless  the
          Settlement Orders expressly provide otherwise.

     (b)  The  Seller  agrees  to  enter  the  Seller  Settlement  Order  in the
          settlement system of UNIVYC,  through the Seller's  Securities Dealer,
          no later than 12:00 noon on the Business Day immediately preceding the
          CEPS Share Settlement Date.

     (c)  The Purchaser  agrees to enter the Purchaser  Settlement  Order in the
          settlement  system  of  UNIVYC,  through  the  Purchaser's  Securities
          Dealer,  no later  than  12:00 noon on the  Business  Day  immediately
          preceding the CEPS Share Settlement Date.

     (d)  Each  Securities  Dealer shall act on behalf of its  respective  Party
          vis-a-vis UNIVYC and shall, without limitation,  enter the appropriate
          Settlement Order in the settlement system maintained by UNIVYC so that
          the  transfer of the Sale Shares can be  effected in  accordance  with
          subsection  (a).  The  obligations  of the Parties  hereunder  and the
          Parties' liability for any breach thereof shall not be affected in any
          respect by any act or omission of any Securities Dealer.

3.2 Alternative  Settlement Method. Should it be impossible,  for any reason, to
use the  settlement  system of UNIVYC to effect the  transfer of the Sale Shares
from the Seller to the Purchaser, the Parties shall take action and cooperate in
good  faith to effect the  transfer  of the Sale  Shares  from the Seller to the
Purchaser  and the payment of the Purchase  Price by the Purchaser to the Seller
by alternative means.

3.3 Purchase Price  Payment.  The Parties agree that the Purchase Price shall be
due and payable  within 30 days  following  the CEPS Share  Settlement  Date and
shall be paid  exclusively  in the  manner  described  in  Sections  3.5 and 3.6
hereof,  i.e.,  the Purchaser  shall not be required to pay the Purchase  Price,
including any amounts payable in connection therewith,  in any manner other than
that  described  in  Sections  3.5 and 3.6 hereof  and the  Seller  shall not be
entitled to require that the  Purchaser  pay the  Purchase  Price or any amounts
payable in connection therewith in any other manner.

3.4 Interest.  The Purchase  Price shall bear interest from the transfer date of
the Sale Shares within the meaning of the REAS Share  Purchase  Agreement  until
payment at a rate equal to 3M PRIBOR CZK (Prague  Interbank Offered Rate) plus a
margin of 0.3% per  annum.  The  interest  rate  shall be  determined  as of the
settlement of the shares in the regional  distribution  companies under the REAS
Share Purchase Agreement and, subsequently, as of the first business day of each
calendar  quarter until the payment in full of the portion of the purchase price
pursuant to Section 2.2 (b) of the REAS Share Purchase Agreement. Interest shall
be due and payable on the last Business Day of each calendar  quarter,  provided
that the last  interest  payment shall be due and payable on the payment date of
the portion of the portion of the purchase  price pursuant to Section 2.2 (b) of
the REAS Share Purchase Agreement.

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3.5 Payment by Setoff.  The Seller and the Purchaser  have  expressly  agreed in
accordance  with the Resolution that the Purchaser shall pay the Purchase Price,
including  interest  thereon under Section 3.4 hereof,  by a set-off against the
amount payable by the Seller in respect of the portion of the purchase price due
to the FNM CR from the Seller under  Section 2.2 (b) and Section 3.6 of the REAS
Share Purchase Agreement and assigned to the Purchaser without  consideration by
the FNM CR in accordance with the Resolution.  Notwithstanding  the payment date
of the  Purchase  Price as  determined  in Section  3.6 hereof and the  interest
payment date as determined in Section 3.4 hereof,  the Purchaser shall not be in
default with the payment until the set-off date  pursuant to this  Section.  The
Parties have agreed to set off in full,  on the basis of mutual  agreement,  the
amounts payable by one of the Parties to the other,  i.e., the amount payable by
the  Purchaser to the Seller in respect of the  Purchase  Price  (determined  by
Article II and Section 3.6 hereof),  including interest thereon pursuant to this
Agreement,  against the  Purchaser's  Receivable from the Seller assigned to the
Purchaser  by the FNM CR,  including  interest  thereon (as such  Receivable  is
defined  in  Article  VIII  of the  REAS  Purchase  Agreement),  within  10 days
following  the day on which the Seller  delivers to the Purchaser the New Expert
Opinion providing the final adjustment to the Purchase Price or the Expert's New
Expert Opinion or on which the Seller notifies the Purchaser in writing that the
Expert has confirmed his insistence on the Initial Expert Opinion  (depending on
the variants  pursuant to Section 3.6  hereof).  If the Parties fail to agree on
the set-off within the specified time limit,  the Parties agree that the set-off
of the amounts specified above,  including  interest thereon,  shall be effected
automatically  on the last day of the above time limit (i.e.,  without any other
action being required).

3.6 New Expert Opinion;  Purchase Price Adjustment.  The Purchase Price shall be
determined on the basis of the Initial Expert Opinion  prepared for the purposes
of the CEPS Share Purchase Agreement. After the Closing Date, the auditor of the
Company  shall,  in accordance  with the  Resolution,  carry out an audit of the
results of  operations  of the Company for the period from the  execution of the
CEPS Share  Purchase  Agreement  to the Closing  Date,  and the New Expert shall
prepare the New Expert Opinion on the basis of such audit.  If the New Expert is
appointed by both courts of competent  jurisdiction  pursuant to the nominations
made by the Purchaser  and OSINEK and the value of the Sale Shares  according to
the New Expert  opinion is not equal to the Purchase  Price,  the Parties hereby
agree that the Purchase  Price in accordance  with the New Expert  Opinion shall
automatically  be reduced or increased  so as to be identical  with the value of
the Sale Shares  determined  by the New Expert  Opinion.  Even if the New Expert
shall not be appointed  pursuant to such nominations by both courts of competent
jurisdiction,  the New Expert  shall still  prepare  the New Expert  Opinion and
deliver the same to the Expert.  The Expert shall compare the values of the Sale
Shares  determined by the New Expert Opinion and the Initial Expert Opinion and,
if required,  prepare the Expert's New Expert Opinion or confirm that he insists
on the Initial Expert Opinion. In such event, the Purchase Price shall be either
equal to the Purchase Price  determined  according to the first sentence of this
paragraph  or, if the value of the Sale  Shares  pursuant  to the  Expert's  New
Expert  Opinion is not identical  with the Purchase  Price,  the Parties  hereby
agree that the Purchase Price in accordance with the Expert's New Expert Opinion
shall  automatically  be reduced or  increased so as to be equal to the value of
the Sale Shares  determined by the Expert's New Expert Opinion.  The same change
shall apply to the amount of the receivable to be assigned by the FNM CR without
consideration  to the  Purchaser  under  Section 3.5 hereof for the  purposes of
payment by setoff.  The New Expert  Opinion  shall be prepared by the New Expert
and delivered to the Seller,  OSINEK and the FNM CR within 60 days following the
Closing Date; the Seller shall deliver the New Expert Opinion  received from the
New  Expert  to the  Purchaser  within  this  time  limit.  In the  event of the
preparation  of the New Expert  Opinion by the Expert,  the  Expert's New Expert
Opinion shall be delivered in the manner described in the preceding sentence. If
the Expert  confirms his  insistence on the Initial Expert  Opinion,  the Seller
shall give written notice thereof to the Purchaser  within 60 days following the
Closing Date.


                                   ARTICLE IV
                          REPRESENTATIONS OF THE SELLER

The Seller  hereby  represents  that all of the facts set forth in Sections  4.1
through 4.8 hereof are true and correct as of the date hereof and warrants  that
the facts set forth in Sections 4.1 through 4.8 hereof shall be true and correct
as of the transfer date of the Sale Shares to the Purchaser.

4.1  Organization  of the  Seller.  The  Seller is a  joint-stock  company  duly
organized and existing under the laws of the Czech Republic.

4.2  Organization  of the  Company.  The Company is a joint stock  company  duly
organized and validly existing under the laws of the Czech Republic.

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4.3  Authorization of Agreement.  The Seller has all requisite  corporate power,
authority and legal  capacity to execute and deliver this  Agreement and perform
its obligations  hereunder.  This Agreement has been duly and validly authorized
and executed and delivered by the Seller and  constitutes  the legal,  valid and
binding  obligations  of the  Seller in  accordance  with  applicable  law.  The
Seller's obligations  hereunder are enforceable against the Seller in accordance
with the terms of this Agreement.

4.4 No  Violation.  Neither  the  execution  and  delivery by the Seller of this
Agreement nor the performance by the Seller of any of its obligations  hereunder
will  violate any  organizational  or similar  document  of the  Seller,  or any
contractual or other obligation of the Seller, or any judgment or administrative
order by which the Seller is bound or which is applicable to the Seller's assets
or any part thereof or to which the Seller's  assets are subject,  or any law or
regulation applicable to the Seller.

4.5 Selected Finance  Documents.  In relation to the Selected Finance Documents,
the Seller  shall,  within  nine (9) months of the  execution  of the REAS Share
Purchase  Agreement,  (i) obtain documents from the relevant banks,  pursuant to
which the banks shall waive or  otherwise  forfeit the rights they would have by
virtue of a breach by the Seller of the  Selected  Affirmative  Covenant or (ii)
release  itself,  whether by prepayment  of the  obligations  resulting  from or
related to the Selected  Finance  Documents or otherwise,  from the  obligations
arising  out of the  Selected  Finance  Documents  or the  Selected  Affirmative
Covenant.  The Seller shall inform the  Purchaser  in writing of  compliance  or
non-compliance with this obligation within the same time limit.

4.6  Consents  of  Third  Parties.  No  consent,  waiver,  approval,  permit  or
authorization  of, or declaration or filing with, or notification to, any person
is  required  on the part of the Seller or the  Company in  connection  with the
execution and delivery of this  Agreement,  or the  performance by the Seller of
any of its obligations hereunder.

4.7 Seller's  Ownership of the Sale Shares. The Seller is the exclusive owner of
each of the Sale  Shares,  free and clear of any and all Third Party  Rights and
all of the Sale Shares are freely transferable.

4.8 Dividends. No dividends or other distributions have been distributed or paid
to the Seller by the Company or authorized or approved by the Company's  general
meeting since January 1, 2002.

4.9  Damages.   In  the  event  of  a  breach  by  the  Seller  of  any  of  the
representations  of the  Seller  contained  in this  Article  IV (the  "Seller's
Representations")  or of  any  of  its  agreements,  covenants  or  undertakings
contained in this  Agreement  (the  "Seller's  Covenants"),  the Seller shall be
obligated  to pay to the  Purchaser  compensation  for  damage  incurred  by the
Purchaser  as a result  of or in  connection  with such  breach of the  Seller's
Representations or the Seller's Covenants.


                                    ARTICLE V
                        REPRESENTATIONS OF THE PURCHASER

The Purchaser hereby  represents that all of the facts set forth in Sections 5.1
through 5.4 hereof are true and correct as of the date hereof and warrants  that
such facts shall be true and correct as of the transfer  date of the Sale Shares
to the Purchaser.

5.1 Organization of the Purchaser.  The Purchaser is a division of the executive
branch of the government acting on behalf of the Czech Republic through the head
of the division of the  executive  branch in  accordance  with Act No.  219/2000
Coll.,  on the  Property  of the  Czech  Republic  and the  Action  of the Czech
Republic in Legal Relationships, as amended.

5.2 Authorization of Agreement. The Purchaser has all requisite corporate power,
authority and legal  capacity to execute and deliver this  Agreement and perform
its obligations  hereunder.  This Agreement has been duly and validly authorized
and executed and delivered by the Purchaser and constitutes the legal, valid and
binding  obligations  of the Purchaser in accordance  with  applicable  law. The
Purchaser's  obligations  hereunder  are  enforceable  against the  Purchaser in
accordance with the terms of this Agreement.

5.3 No  Violation.  Neither the  execution and delivery by the Purchaser of this
Agreement  nor  the  performance  by the  Purchaser  of  any of its  obligations
hereunder will violate any  organizational or similar document of the Purchaser,
or any  contractual  or other  obligation of the  Purchaser,  or any judgment or

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administrative order by which the Purchaser is bound or to which the Purchaser's
assets or any part thereof are subject,  or any law or regulation  applicable to
the Purchaser.

5.4  Consents of Third  Parties.  Except for the  consent of the Czech  Republic
government to the acquisition of the Sale Shares,  which has been granted by the
Resolution,  no  consent,  waiver,  approval,  permit  or  authorization  of, or
declaration  or filing with, or  notification  to, any person is required on the
part of the  Purchaser in  connection  with the  execution  and delivery of this
Agreement,  or the  performance  by  the  Purchaser  of  any of its  obligations
hereunder.

5.5  Damages.  In  the  event  of a  breach  by  the  Purchaser  of  any  of the
representations  of the Purchaser  contained in this Article V (the "Purchaser's
Representations")  or of  any  of  its  agreements,  covenants  or  undertakings
contained in this Agreement (the "Purchaser's  Covenants"),  the Purchaser shall
be obligated to pay to the Seller compensation for damage incurred by the Seller
as  a  result  of  or  in  connection   with  such  breach  of  the  Purchaser's
Representations or the Purchaser's Covenants.


                                   ARTICLE VI
                         JOINT COVENANTS OF THE PARTIES

6.1  Consummation  of the Sale.  The Parties  shall take all actions that may be
necessary or desirable for the  consummation of the sale of the Sale Shares upon
the terms and subject to the conditions contained herein.

6.2  Information  Requirement.  If any Party  becomes  aware of any fact that is
decisive  for the running of any time limit  determined  by this  Agreement,  it
shall  inform  the  other  Party of such fact  without  delay.  No later  than 4
Business Days prior to the CEPS Share  Settlement  Date, the Seller shall inform
the  Purchaser  in  writing  of the  satisfaction  of  the  conditions  for  the
settlement  of the  sale  of the  Sale  Shares  and of the  date on  which  such
conditions were satisfied.


                                   ARTICLE VII
                                   TERMINATION

7.1  Termination.  The  contractual  relationship  between  the  Seller  and the
Purchaser  hereunder shall terminate only for the following reasons,  except the
reason set forth under  subsection (a), in which case it shall terminate with an
ex tunc effect (according to an express agreement of the Parties):

     (a)  prior to the transfer of the Sale Shares to the  Purchaser,  by mutual
          agreement of the Seller and the  Purchaser as of the date provided for
          herein;

     (b)  if the REAS Concentration  Approval or the CEPS Concentration Approval
          is not granted or Antitrust  State Aid  Decision 1 or Antitrust  State
          Aid Decision 2 or Antitrust State Aid Decision 3 is not issued,  as of
          the date on which the time  limit  for  filing a  complaint  against a
          final  rejection  by the  Antitrust  Office in any of such matters has
          expired without such complaint having been filed or (if such complaint
          against the  rejection by the  Antitrust  Office has been filed within
          the statutory  time limit) as of the date on which the decision of the
          competent court dismissing such complaint becomes final and effective;

     (c)  the  obligation  of the Seller set forth in Section 4.5 hereof has not
          been performed within the time limit specified therein;

     (d)  for the  reasons  set out in  Section  9.1 and/or  Section  9.2 and/or
          Section 9.3 hereof;

     (e)  rescission  by the Seller  prior to the transfer of the Sale Shares to
          the Purchaser, if the Purchaser shall materially breach this Agreement
          and, if such breach is capable of being cured, shall fail to cure such
          breach within  fifteen (15) days after written notice thereof from the
          Seller,  with  effect  as of the date of  delivery  of the  notice  of
          rescission to the Purchaser; or

     (f)  rescission by the  Purchaser  prior to the transfer of the Sale Shares
          to the Purchaser, if the Seller shall materially breach this Agreement
          and, if such breach is capable of being cured, shall fail to cure such

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          breach within  fifteen (15) days after written notice thereof from the
          Purchaser,  with  effect as of the date of  delivery  of the notice of
          rescission to the Seller.

7.2 Exclusion of Certain  Provisions of the Commercial Code. Neither Party shall
be entitled to rescind or otherwise terminate this Agreement except as expressly
provided in Section 7.1 hereof, and the application of the provisions of Section
345 (1) and (3),  Sections 346 through 350, Section 356 and Section 436(1)(d) of
the Commercial Code shall be excluded and shall not apply to this Agreement.


                                  ARTICLE VIII
                                   DEFINITIONS

For the purposes of this Agreement, the following terms shall have the following
meanings:

"CEPS Share Settlement Date" means the eighth Business Day immediately following
the  later  of the  Availability  Date of All  Decisions  and the  date on which
compliance with the obligations described in Section 4.5 hereof is evidenced and
the date on which the Purchaser and OSINEK execute a written  agreement with the
Depositary pursuant to Section 3.3 of the CEPS Share Purchase Agreement.

"Confidential  Information"  means  any  information  concerning  the  terms and
conditions of this Agreement and, in addition, any information exchanged between
the Parties and their respective  advisers in connection with the negotiation of
this Agreement. Confidential Information shall not include any information which
becomes available to the general public other than by a breach of any obligation
of the relevant Party under Section 10.3 hereof;

"FNM CR" means Fond narodniho majetku Ceske republiky (National Property Fund of
the Czech Republic), having its registered office at Rasinovo nabrezi 42, 120 00
Prague 2, Identification No.: 41692918.

"CZK" means the Czech crown, the lawful currency of the Czech Republic.

"Purchase  Price" shall have the meaning ascribed to such term in Article II and
Section 3.6 hereof.

"New Expert" means the expert  appointed by a court pursuant to nominations made
by OSINEK and the  Purchaser  under the CEPS Share  Purchase  Agreement.  If the
proceedings in respect of either of or both the nominations for the expert under
the CEPS  Share  Purchase  Agreement  are  discontinued  because of a bar of res
judicata,  New Expert means the expert nominated under Section 3.6 hereof,  even
though he or she has not been appointed by the courts.

"New Expert  Opinion"  means the expert  opinion  giving a valuation of the Sale
Shares,  prepared  by the New Expert  after the Closing  Date under  Section 3.6
hereof.

"Expert's New Expert Opinion" means the expert opinion giving a valuation of the
Sale Shares,  prepared by the Expert  after the Closing  Date under  Section 3.6
hereof.

"Commercial  Code" shall have the meaning  ascribed to such term in the Preamble
to this Agreement.

"Purchaser's  Securities  Dealer"  means the person  having a securities  dealer
license  pursuant to the  Securities Act and being a member of UNIVYC that shall
be designated by written notice of the Purchaser  delivered to the Seller within
60 days of the execution of this Agreement.

"Seller's Securities Dealer" means the person having a securities dealer license
pursuant  to the  Securities  Act and  being a member of  UNIVYC  that  shall be
designated by written notice of the Seller  delivered to the Purchaser within 60
days  of  the  execution  of  this   Agreement.   "Securities   Dealers"  means,
collectively,  the  Purchaser's  Securities  Dealer and the Seller's  Securities
Dealer.

"Availability  Date  of  All  Decisions"  means  the  date  on  which  the  CEPS
Concentration  Approval,  the REAS Concentration  Approval,  Antitrust State Aid
Decision 1,  Antitrust  State Aid Decision 2 and Antitrust  State Aid Decision 3
become final and enforceable. In the event that the CEPS Concentration Approval,
the REAS Concentration Approval, Antitrust State Aid Decision 1, Antitrust State
Aid  Decision 2 and  Antitrust  State Aid  Decision  3 do not  become  final and
enforceable  on  the  same day, the  Availability Date of All Decisions shall be

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the  latest  of the  dates on which the CEPS  Concentration  Approval,  the REAS
Concentration  Approval,  Antitrust  State Aid Decision 1,  Antitrust  State Aid
Decision 2 and Antitrust State Aid Decision 3 become final and enforceable.

"OSINEK" means OSINEK, a.s., having its registered office at Ruska 56, c.p. 397,
Ostrava-Vitkovice, Postal Code: 706 02, Identification No.: 0001 2173.

"CEPS  Concentration  Approval"  means  the  decision  of the  Antitrust  Office
approving the  concentration  established by the sale of the Company's shares by
the Seller to OSINEK under the CEPS Share Purchase Agreement; OSINEK shall apply
for the approval.  CEPS  Concentration  Approval shall also mean the case where,
upon the  expiration  of a certain  time limit,  the  Antitrust  Office shall be
deemed,  according to the  Competition  Act, to have approved the  concentration
established  by the sale of the  Company's  shares by the Seller to OSINEK under
the CEPS Share Purchase Agreement.  Further,  CEPS Concentration  Approval shall
also  mean  a  decision  of  the  Antitrust   Office  to  the  effect  that  the
concentration  established by the sale of the Company's  shares by the Seller to
OSINEK under the CEPS Share Purchase Agreement is not subject to approval by the
Antitrust Office.

"REAS Concentration Approval" shall have the meaning similar to that of the CEPS
Concentration  Approval,  but with  respect  to the  concentration  which may be
established  under the REAS Share  Purchase  Agreement and the  application  for
which shall be filed by the Seller.

"Business Day" means any day on which UNIVYC and banks in the Czech Republic are
open for business.

"Third Party  Rights" means any  encumbrance  and  contractual  right of a third
party, including,  without limitation, any pledge, mortgage,  easement, right of
first refusal, lien, lease, call option or put option,  suspension of rights and
restriction on transfer.

"Sale  Shares"  shall  have the  meaning  ascribe  to such term in the  Preamble
hereto.

"Purchaser's  Representations"  shall have the meaning  ascribed to such term in
Section 5.5 hereof.

"Seller's  Representations"  shall  have the  meaning  ascribed  to such term in
Section 4.9 hereof.

"Purchaser  Settlement  Order" means the order entered by the Purchaser  through
the Purchaser's Securities Dealer in the UNIVYC settlement system to arrange the
registration  of the transfer of the Sale Shares from the securities  account of
the Seller maintained at the Securities Center to the securities  account of the
Purchaser  maintained  at the  Securities  Center.  The  form  of the  Purchaser
Settlement  Order is attached  hereto as Exhibit A; however,  this form shall be
used  only if the  Purchaser  fails  to enter  the  Purchaser  Settlement  Order
directly through a terminal (data communication).

"Seller  Settlement  Order"  means the order  entered by the Seller  through the
Seller's  Securities  Dealer in the  UNIVYC  settlement  system to  arrange  the
registration  of the transfer of the Sale Shares from the securities  account of
the Seller maintained at the Securities Center to the securities  account if the
Purchaser maintained at the Securities Center. The form of the Seller Settlement
Order is attached hereto as Exhibit B; however,  this form shall be used only if
the  Seller  fails to enter  the  Seller  Settlement  Order  directly  through a
terminal (data communication).

"Settlement Orders" means, collectively,  the Purchaser Settlement Order and the
Seller Settlement Order.

"Initial Expert Opinion" means the Expert's expert opinion No. 667-2002 of April
2002,  pursuant to which the Sale Shares were valued by the Expert  prior to the
execution of this Agreement and on which the determination of the Purchase Price
under Article II hereof is based.

"Antitrust  State Aid  Decision 1" means the decision of the  Antitrust  Office,
pursuant to which the Antitrust  Office shall terminate the procedure  conducted
under the State Aid Act on the basis of an application for an exemption from the
prohibition  of State  Aid,  filed by the FNM CR,  because  it has found that no
State aid is  involved  in the sale of  shares  under  the REAS  Share  Purchase
Agreement.  Antitrust  State Aid  Decision 1 shall also mean the decision of the
Antitrust  Office,  pursuant to which the Antitrust Office approves an exemption
from the prohibition of State aid.


                                       8

<PAGE>


"Antitrust  State Aid  Decision 2" means the decision of the  Antitrust  Office,
pursuant to which the Antitrust  Office shall terminate the procedure  conducted
under the State Aid Act on the basis of an application for an exemption from the
prohibition of State Aid, filed by the Ceska  konsolidacni  agentura,  or on the
basis of an application  filed by the competent  authority headed by a member of
the  Czech  Republic  government,  because  it has  found  that no State  aid is
involved in the sale of shares under the Zapadoceska  Energetika  Share Purchase
Agreement.  Antitrust  State Aid  Decision 2 shall also mean the decision of the
Antitrust  Office,  pursuant to which the Antitrust Office approves an exemption
from the prohibition of State aid.

"Antitrust  State Aid  Decision 3" means the decision of the  Antitrust  Office,
pursuant to which the Antitrust  Office shall terminate the procedure  conducted
under the State Aid Act on the basis of an application for an exemption from the
prohibition  of State  aid,  filed by the  OSINEK,  because it has found that no
State aid is  involved  in the sale of  shares  under  the CEPS  Share  Purchase
Agreement.  Antitrust  State Aid  Decision 3 shall also mean the decision of the
Antitrust  Office,  pursuant to which the Antitrust Office approves an exemption
from the prohibition of State aid.

"Depositary"  means the person  designated  by  agreement of the  Purchaser  and
OSINEK, with whom a draft in the amount of the purchase price of the sale shares
in CEPS as determined  in the CEPS Share  Purchase  Agreement  will be deposited
after its issuance by the Seller and  acceptance  by OSINEK under the CEPS Share
Purchase Agreement.

"CEPS Share Purchase  Agreement"  means the share purchase  agreement dated June
28, 2002 entered into by and between the Purchaser  and OSINEK,  under which the
Purchaser  shall  transfer to OSINEK  91,064,240  book-entry  registered  common
shares  of  CEPS,  a.s.,  having a  nominal  value  of CZK 100 per  share,  SIN:
770000002673,   representing  approximately  51%  of  the  Company's  registered
capital.

"REAS Share Purchase  Agreement"  means the share purchase  agreement dated June
28, 2002 entered into by and between the  Purchaser  and the FNM CR, under which
the FNM CR shall  transfer  to the Seller  shares in the  regional  distribution
companies  (REAS - Prazska  energetika,  a.s.,  Stredoceska  energeticka,  a.s.,
Vychodoceska  energetika,   a.s.,  Severoceska  energetika,   a.s.,  Zapadoceska
energetika, a.s., Jihoceska energetika, a.s., Jihomoravska energetika, a.s., and
Severomoravska energetika, a.s.) in accordance with the Resolution.

"Zapadoceska  Energetika  Share  Purchase  Agreement"  means the share  purchase
agreement  entered  into  by and  between  the  Seller  and  Ceska  konsolidacni
agentura,  having its registered  office at Janovskeho  438/2,  Prague 7, Postal
Code:  170 06,  Identification  No.:  70109966,  under which Ceska  konsolidacni
agentura shall transfer to the Seller 31,754 book-entry registered common shares
of Zapadoceska energetika,  a.s., having a nominal value of CZK 1,000 per share,
SIN: 770950000818, representing approximately 1.98% of the registered capital of
Zapadoceska energetika, a.s. for a purchase price of CZK 196,290,000.

"Party"  means  either  the  Seller  or  the  Purchaser,   and  "Parties"  means
collectively the Seller and the Purchaser.

"Company" shall have the meaning ascribed to such term in the Preamble hereto.

"Closing Date" mean, in accordance  with the  Resolution,  the date on which the
Company's  shares shall be transferred  under the CEPS Share Purchase  Agreement
from the securities account of the Seller maintained at the Securities Center to
the securities account of OSINEK maintained at the Securities Center.

"UNIVYC" shall have the meaning ascribed to such term in Section 3.1 (a) hereof.

"Antitrust Office" means the Office for the Protection of Competition.

"Resolution"  shall  have the  meaning  ascribed  to such  term in the  Preamble
hereto.

"Selected Finance Documents" means (i) the DEM 280 Million  Multi-Currency  Loan
Agreement  entered into by and between the  Purchaser  and a syndicate of banks,
due 2003, and (ii) the EUR 85 Million Guarantee Agreement for the benefit of the
European  Investment  Bank  entered  into by and  between  the  Purchaser  and a
syndicate of banks, due 2013.

"Selected  Affirmative  Covenant" means the Seller's covenant under the Selected
Finance  Documents to hold more than 50% share in the company  owning the assets
of the transmission grid.

                                       9


<PAGE>


"Securities  Act" shall have the meaning  ascribed to such term in the  Preamble
hereto.

"Competition Act" means Act No. 143/2001 Coll., on the Protection of Competition
and Amendments to Certain Acts.

"State Aid Act" means Act No. 59/2000 Coll., on State Aid, as amended.

"Purchaser's  Covenants" shall have the meaning ascribed to such term in Section
5.5 hereof.

"Seller's Covenants" shall have the meaning ascribed to such term in Section 4.9
hereof.

"Expert"  means  doc.  Ing.  Robert  Maticka,  DrSc.,  an  expert in the area of
economics,  prices and appraisals,  appointed for the purposes of the CEPS Share
Purchase  Agreement  in  accordance  with the  provision of Section 196a (3) and
Section 59 (3) of the Commercial  Code by Resolution  Ref. No. Nc 4139/2002-7 of
the Prague Municipal Court dated April 8, 2002, which became final and effective
on April 9, 2002.


                                   ARTICLE IX
                            INTERCONNECTED AGREEMENTS

9.1  If the REAS Share Purchase Agreement is terminated, whether by agreement of
     the  parties  thereto or by  withdrawal  of any of the  parties  thereto or
     otherwise,  this Agreement  shall  terminate as of the same date with an ex
     tunc effect.

9.2  If the CEPS Share Purchase Agreement is terminated, whether by agreement of
     the  parties  thereto or by  withdrawal  of any of the  parties  thereto or
     otherwise,  this Agreement  shall  terminate as of the same date with an ex
     tunc effect.

9.3  If the  Zapadoceska  Energetika  Share  Purchase  Agreement is  terminated,
     whether by agreement of the parties  thereto or by withdrawal of any of the
     parties thereto or otherwise, this Agreement shall terminate as of the same
     date with an ex tunc effect.

9.4  If the Antitrust  Office fails to issue  Antitrust  State Aid Decision 1 or
     Antitrust State Aid Decision 2 or Antitrust State Aid Decision 3 and issues
     instead of any (or all) of them a decision  approving an exemption from the
     prohibition  of  State  aid  "subject  to the  specified  conditions"  and,
     consequently, any of the agreements referred to in Sections 9.1 through 9.3
     hereof terminates, the other agreements referred to in Sections 9.1 through
     9.3 hereof shall terminate as of the same date.


                                    ARTICLE X
                                FINAL PROVISIONS

10.1 Costs and Expenses.  The Parties shall bear their own respective  costs and
expenses  incurred in connection with the negotiation and execution and delivery
of this Agreement and the performance of their obligations  hereunder.  The fees
charged by UNIVYC in connection  with the settlement of the transfer of the Sale
Shares shall be paid by the Seller.

10.2  Further  Assurances.  The  Parties  agree to take such other  actions  not
expressly  provided  for  herein  as may  be  necessary  or  desirable  for  the
consummation  of the sale of the Sale  Shares  upon the terms and subject to the
conditions contained herein.

10.3 Confidentiality and Publicity. Each of the Parties agrees that it shall not
disclose  any  Confidential  Information  to any third  party  without the prior
written consent of the other Party. This obligation of confidentiality shall not
apply to  disclosures  of  Confidential  Information  to  employees,  directors,
advisers or agents of the Parties, provided,  however, that the disclosing Party
shall in each  case be  liable  for any  breach of the  obligations  under  this
Section 10.3 by such persons.  In addition,  the  obligation of  confidentiality
under this Section 10.3 shall not apply in the event that a Party is required by
applicable  law or a judicial or  administrative  decision to provide a court or
administration  body with any Confidential  Information,  however,  in each such
case only to the extent required by such law or such judicial or  administrative
decision and subject to a prompt  written  notice  thereof to the other Party if
permitted by applicable law. Notwithstanding the above provisions of

                                       10

<PAGE>

this Section 10.3, the Purchaser shall be entitled to disclose any  Confidential
Information also to the FNM CR, the Cabinet of the Czech Republic,  the Ministry
of Finance of the Czech  Republic  and the Ministry of Industry and Trade of the
Czech Republic.

10.4  Entire  Agreement,   Amendments.  This  Agreement  represents  the  entire
understanding  and  agreement  between the Parties  with  respect to the subject
matter  hereof and can be amended  only by a written  instrument  signed by both
Parties.

10.5 Waivers.  No failure on the part of either Party to exercise,  and no delay
in  exercising  or extension  of time for the  exercise of, any right  hereunder
shall operate as a waiver thereof.

10.6 Governing Law. All rights and obligations of the Parties hereunder shall be
governed by the laws of the Czech Republic.

10.7 Notices. All notices and other communications under this Agreement shall be
in  writing  and shall be deemed  given to the  relevant  Party  when  delivered
personally  or mailed by registered  mail at the  following  address (or at such
other  address as the relevant  Party may have  specified by notice given to the
other Party pursuant to this Section 10.7):

If to the Purchaser:

         CEZ, a.s.
         Duhova 2/1444
         Praha 4 - Michle, PSC: 140 53

         Attention:  Ing. Miroslav Stehlik, Director of Equity Interest Section

If to the Seller:

         Czech Republic - Ministry of Labor and Social Affairs
         Na Poricnim pravu 1/376, Praha 2, PSC: 128 01

         Attention: JUDr. Karel Mladek
                       Director of Organizational and Administrative Division

10.8  Severability.  If any  one or  more of the  provisions  contained  in this
Agreement is for any reason held to be invalid,  illegal or unenforceable in any
respect,  then,  to the  maximum  extent  permitted  by  law,  such  invalidity,
illegality  or  unenforceability  shall not affect any other  provision  of this
Agreement,  and the  Parties  shall  attempt to  deliver  the  benefits  of such
provision in a manner that is not invalid, illegal or unenforceable.

10.9  Binding  Effect;  Assignment.  This  Agreement  shall be binding  upon the
Parties and their  respective  successors  and  permitted  assigns.  Neither the
Seller nor the Purchaser shall be entitled to assign its rights hereunder to any
third party without the prior written consent of the other Party.

10.10 No Unilateral Setoff. Except for the setoff under Section 3.5 hereof, none
of the Parties  shall be entitled to any  unilateral  setoff of any claim it may
have against the other Party in respect of any of its obligations it may have to
the other Party hereunder.

10.11 Default  Interest.  In the event of a default in the payment of any amount
due and payable  under this  Agreement,  the  defaulting  Party shall pay to the
other  Party,  from the default  date until the date such amount shall have been
paid, default interest at a rate equal to 1.5 times the discount rate set by the
Czech National Bank and in effect on the first day of default.

10.12  Counterparts.  This Agreement has been executed in four (4) counterparts.
Each of the Parties shall receive two counterparts.

                                       11

<PAGE>


Prague, July 22, 2002


On behalf of CEZ, a.s.:


           [signature]
-----------------------------------
Name:    Ing. Jaroslav Mil, M.B.A.
Title:   Chairman of the Board of Directors


           [signature]
-----------------------------------
Name:    JUDr. Ivan Cestr
Title:   Director




On behalf of the Czech Republic - Ministry of Labor of Social Affairs:


           [signature]
-----------------------------------
Name:    Ing. Zdenek Skromach
Title:   Minister of Labor and Social Affairs


                                       12


<PAGE>


                                    Exhibit A

                      [Form of Purchaser Settlement Order]

The Agent,  a.s., with its registered  office at  .............................,
represented by  .......................  (name, surname,  title),  authorized to
represent the purchaser, ..........................,  with its registered office
at ............................., in procuring the settlement of the purchase of
the book-entry  securities  specified below, hereby requests UNIVYC,  a.s., with
its  registered  office in Praha 1, Rybna 14,  Identification  No.:  25 08 14 89
("Univyc") to check the matched  transfer orders regarding the sale of shares in
CEPS, a.s.:

<TABLE>

<S>                                                         <C>

Name (business name) of the Agent:                            . . . . . . . . . . . . . . . . . . . .

Contact Person, Tel. No.:                                     . . . . . . . . . . . . . . . . . . . .

The Dealer's No. at Univyc:                                   . . . . . . . . . . . . . . . . . . . .

Type of Settlement:                                           . . . . . . . . . . . . . . . . . . . .

The owner's Registration No. at the Securities Center:        . . . . . . . . . . . . . . . . . . . .

The owner's Identification No. at the Securities Center:      . . . . . . . . . . . . . . . . . . . .

ISIN of the Securities:                                       . . . . . . . . . . . . . . . . . . . .

Number of Securities Transferred:                             . . . . . . . . . . . . . . . . . . . .

Price per Security:                                           . . . . . . . . . . . . . . . . . . . .

Settlement Date:                                              . . . . . . . . . . . . . . . . . . . .

</TABLE>




...................................................................
signature of the person authorized to act on behalf of the Dealer,
conforming to the specimen signatures kept at Univyc

                                       13


<PAGE>

                                    Exhibit B

                        [Form of Seller Settlement Order]

The Agent,  a.s., with its registered  office at  .............................,
represented by  .......................  (name, surname,  title),  authorized to
represent the seller, ..........................,  with its registered office at
..............................,  in procuring  the  settlement of the purchase of
the book-entry  securities  specified below, hereby requests UNIVYC,  a.s., with
its  registered  office in Praha 1, Rybna 14,  Identification  No.:  25 08 14 89
("Univyc") to check the matched  transfer orders regarding the sale of shares in
Zapadoceska energetika, a.s.:

<TABLE>

<S>                                                         <C>

Name of the Transferor:                                       . . . . . . . . . . . . . . . . . . . .

Contact Person, Tel. No.:                                     . . . . . . . . . . . . . . . . . . . .

The Transferor's No. at Univyc:                               . . . . . . . . . . . . . . . . . . . .

Type of Settlement:                                           . . . . . . . . . . . . . . . . . . . .

The owner's Registration No. at the Securities Center:        . . . . . . . . . . . . . . . . . . . .

The owner's Identification No. at the Securities Center:      . . . . . . . . . . . . . . . . . . . .

ISIN of the Securities:                                       . . . . . . . . . . . . . . . . . . . .

Number of Securities Transferred:                             . . . . . . . . . . . . . . . . . . . .

Price per Security:                                           . . . . . . . . . . . . . . . . . . . .

Settlement Date:                                              . . . . . . . . . . . . . . . . . . . .

</TABLE>

.......................................................................
signature of the person authorized to act on behalf of the transferor,
conforming to with the specimen signatures kept at Univyc


                                       14

<PAGE>



                 CERTIFICATION OF FAIR AND ACCURATE TRANSLATION

The  undersigned  hereby  certifies  that to the best of my knowledge  the above
English  translation  is a fair and accurate  translation  of the original Czech
language document.



Date: June 25, 2003                  By:   /s/ Libuse Latalova
                                          --------------------------------------
                                          Name:  Libuse Latalova
                                          Title: Head of Finance Administration