**Exhibit 4.5**

**FIRSTAMENDMENT**

**TO**

**ELECTRICITYDISTRIBUTION CONCESSION CONTRACT**

**No. 002/1997-ANEEL/CEMIG-ÁREANORTE**

**(NORTHAREA)**

**COMPANHIAENERGÉTICA DE MINAS GERAIS — CEMIG**

The **BRAZILIAN FEDERAL GOVERNMENT**, hereinafter referred to as the**CONCESSION-GRANTING POWER**, under itspowers conferred by Article 21, Sub-item XII, Subclause “b” of theBrazilian Constitution, acting, in accordance with Sub-item IV of Article ofLaw 9427 of November 26, 1996, through **the****BRAZILIAN NATIONAL ELECTRICITY AGENCY — ANEEL**,with head office at SGAN, Quadra 603, Module “I”, Annex, Brasília, FederalDistrict, registered in the CNPJ/MF under No. 02.270.669/001-29,represented by its Director-General JERSON KELMAN, under Sub-item V, Article 10,Appendix I — Regulations Structure — approved by Decree 2335 of October 6,1997, supported by Decree 4932 of December 23, 2003, as amended by Decree4970 of January 30, 2004, hereinafter referred to as **ANEEL, and**

**COMPANHIAENERGÉTICA DE MINAS GERAIS — CEMIG**, holder of a concessionfor public electricity service, with head office in the municipality of BeloHorizonte, State of Minas Gerais, at Avenida Barbacena 1200, District of SantoAgostinho, registered in the CNPJ/MF under No. 17.155.730/0001-64,hereinafter referred to as the **CONCESSION HOLDER**,herein represented in accordance with its bylaws by its actingDirector-President FRANCISCO SALES DIAS HORTA, bearer of Identity Card RG M305102 and CPF 013 461 306 — 63 and by its Chief Energy Distribution and SalesOfficer JOSÉ MARIA DE MACEDO, bearer of CREA 6494/D, and CPF 002 033 351 — 04,

with**THE STATE OF MINAS GERAIS,** hereinafter referred to as the **CONTROLLING STOCKHOLDER**, as **consentingparty**, represented by its Governor AÉCIO NEVES DA CUNHA, do by thisinstrument and in the best form of law sign the **FIRSTAMENDMENT TO ELECTRICITY DISTRIBUTION CONCESSION CONTRACT****No. 002/1997-CEMIG-ÁREA NORTE**, signed on June 18,1997, in the following terms:

**CLAUSEONE — OBJECT**

The object of thisAmendment is to meet the conditions of efficacy contained in §§2 of Articles 36and 43 of Decree 5163 of July 30, 2004, and by the changes made in thedrafting of Concession Contract No. 002/1997-ANEEL/CEMIG-ÁREA NORTE,signed on July 10, 1997, established in Clause Two of this Amendment.

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**CLAUSETWO — TARIFFS APPLICABLE IN THE PROVISION OF THE SERVICES**

**ClauseSeven — Tariffs applicable in the provision of the services**,of Electricity Distribution Concession Contract No. 002/1997-ANEEL/CEMIG-ÁREA NORTE,signed on July 10, 1997 shall now read as follows:

“**CLAUSE SEVEN — Tariffsapplicable in the provision of the services**

For the provision of the public electricitydistribution service for which the concession is granted to it by thiscontract, the CONCESSION HOLDER shall charge the tariffs homologated by ANEEL.

**Sub-Clause One —** The CONCESSIONHOLDER may charge tariffs lower than those homologated by ANEEL, provided thatthe reduction does not result in subsequent applications for compensations torecover economic-financial equilibrium and subject to the conditions containedin Sub-Clause Seven of Clause Two.

**Sub-Clause Two** — The CONCESSIONHOLDER recognizes that the tariffs indicated in Appendix II, in conjunctionwith the rules for adjustment and review described below, are sufficient,on July 10, 1997, for maintenance of the economic-financial equilibrium ofthis Contract.

**Sub-Clause Three** — The amount ofthe tariff referred to by this Clause shall be adjusted annually, in accordancewith the legislation and regulation currently in force and such as may come tobe in force in the future, 1 (one) year after the “prior reference date”, whichis defined as follows:

I — in the first adjustment, the date of the start ofvalidity of the adjustment made on April 8, 1997; and

II — in the subsequent adjustments, the date ofvalidity of the last prior adjustment, or review which substituted it, inaccordance with the terms of this Clause.

**Sub-Clause Four** — Theperiodicity of the adjustment referred to in this Clause may be less than 1(one) year, if the legislation in the future so permits, in which case the “PriorReference Date” and the “Period of Reference” shall be adapted to the newperiodicity stipulated.

**Sub-Clause Five** — For thepurposes of the tariff adjustment, the revenue of the CONCESSION HOLDER shallbe divided into two portions:

**Portion A:** Part of therevenue corresponding to the following costs: The quota under the GlobalReversion Reserve (RGR); quotas of the Fuel Consumption Account (CCC); amountsrelating to the inspection fees of 

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the public distribution service concession granted;purchase of electricity in accordance with the “Reference Market”, whichincludes the amount of electricity arising from the concession holder’s own “distributedgeneration” undertakings; contributions to the ONS; financial compensation forthe use of water resources for the purposes of generation of electricity, whenapplicable; charges for connection to and use of the electricity transmissionand distribution plant and facilities; system service charges; the EnergyDevelopment Account (CDE); quotas of the Alternative Energy Sources IncentiveProgram (PROINFA); Research and Development (R&D) and Energy Efficiency.

**Portion B:** The amount remainingof the revenue of the CONCESSION HOLDER, excluding the PIS/PASEP, COFINS andICMS taxes, after the deduction of Portion A.

**Sub-Clause Six** — The tariffshomologated on the “Prior Reference Date” shall be adjusted in such a way as torecover the Revenue of the CONCESSION HOLDER as a result of application of theAverage Tariff Adjustment Index (IRT), defined as follows:

              VPA1 + VPB**0** x (IVI +/- X)

IRT =__________________________

                                 RA

Where:

**RA = Annual revenue**from retailsupply, wholesale supply and use of the distribution systems, calculated takinginto account the tariffs homologated on the “Prior Reference Date” and the “ReferenceMarket”, not including PIS/PASEP, COFINS and ICMS taxes, referred to as the “ReferenceRevenue”;

**Annual revenue from retail supply:**Calculated using the retail supply tariffs homologated on the “Prior ReferenceDate” and the electricity consumption and power demand invoiced to captiveconsumers, not including the PIS/PASEP, COFINS and ICMS taxes, and excludingrevenue arising from exceeding active or reactive power levels.

**Annual revenue from wholesale supply:**Calculated using the wholesale tariffs homologated on the “Prior Reference Date”and the electricity consumption and power demand billed to other holders ofconcessions, permissions and authorizations for distribution, not including thePIS/PASEP, COFINS and ICMS taxes, and not including revenues arising fromexceeding power levels;

**Annual revenue from use of the distributionsystems:** Calculated using the tariffs for use of thedistribution systems homologated on the “Prior Reference Date” and theelectricity consumption and power 

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demand invoiced to free consumers, self-producers, other distributionconcession holders, of holders of permissions or authorizations and generatorsconnected to the distribution system, not including the PIS/PASEP, COFINS andICMS taxes, and not considering revenues arising from exceeding power levels;

**Reference Market:** Made up of thequantities of electricity and power demand invoiced for the service of captiveconsumers, free consumers, self-producers, other holders of concessions,permissions or authorizations for distribution, or invoiced for the quantitiesof electricity and power contracted for use of the distribution andtransmission systems by the generators, in the reference period;

**Reference Period:** 12 (twelve)months prior to the month of the adjustment being processed;

**IVI:** Index number obtained bydivision between the IGPM Inflation Index, of the Getúlio Vargas Foundation, orof any index which takes its place, for the month prior to the date of theadjustment being processed and that for the month prior to the “Prior ReferenceDate”. In the event that there is not a successor index, ANEEL shall establisha new index to be adopted;

**X:** An amount specified by ANEEL,in accordance with Sub-Clause Eight of this Clause, to be subtracted from oradded to the IVI;

**Electricity losses in the distribution system:**Treatment to be established for electricity losses at the time of the periodictariff review.

**Electricity purchased:** Volume ofelectrical energy and power acquired for retail supply to captive consumers andfor wholesale supply to other distributors, in the reference period, augmentedby: (i) electricity losses in the distribution system, which are dividedinto technical and commercial losses; and, when applicable, (ii) lossesassociated with the transport from Itaipu and losses in the National GridNetwork.

**VPA****0:****Value of “Portion A”**considering the conditions in effect on the “Prior Reference Date” and the “ReferenceMarket”, calculated as follows:

**(i) For electrical energy purchased:**The amount of Electrical Energy Purchased valued at the average price ofpass-through that was used in the previous adjustment or review;

**(ii) For the use of the transmission and/ordistribution systems:** The amounts of power demand contractedin the period of reference, valued at the respective tariffs used in the prioradjustment or review; and

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**(iii) For the other items of “Portion A”:**Amounts used in the prior adjustment or review.

**VPB****0:** Value of “Portion B” considering the conditions ineffect on the “Prior Reference Date” and the “Reference Market”, calculated asfollows:

VPB**0** = RA – VPA**0**

**VPA****1:** Value of “Portion A” on the conditions in effectat the date of the adjustment being processed and the “Reference Market”,calculated as follows:

**(i) For the electricity bought throughcontracts signed prior to Law 10848/2004:**The price ofpass-through of each contract in effect on the date of the adjustment beingprocessed shall be applied to the amount of electricity of each contract,verified in the period of reference, limited to the amount of electricity whichwill be able to be served by the same contract in the 12 (twelve) subsequentmonths;

**(ii) For the electricity purchased throughcontracts signed after Law 10848/2004:** The average price ofpass-through of the electricity purchase contracts referred to in the headparagraph of Article 36 of Decree 5163 of 2004, authorized by ANEEL, up tothe date of the review being processed, weighted by the respective volumes contractedfor delivery in the subsequent 12 (twelve) months, applied to the amount ofElectricity Purchased, less the amounts referred to in sub-item (i) above;

**(iii) For the use of the transmission and/ordistribution systems:** Amounts of power demand contracted inthe period of reference, valued at the respective tariffs in force on the dateof the adjustment being processed; and

**(iv) For the other items of “Portion A”:**Amounts in effect on the date of the adjustment being processed.

**Sub-Clause Seven** — ANEEL, inaccordance with the timetable presented in this Sub-Clause, shall proceed tothe revisions of the amounts of the tariffs applicable in the provision of theelectricity services, altering them upward or downward, considering thealterations in the structure of costs and market of the CONCESSION HOLDER, thelevels of tariffs observed in similar companies in the Brazilian andinternational context, and the stimuli to efficiency and to moderation intariffs. These reviews shall obey the following timetable: The first reviewshall be carried out one year after the fourth annual adjustment granted, asprovided for in Sub-Clause Three of this Clause; after this first revision, thesubsequent ones shall be carried out every 5 (five) years.

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**Sub-Clause Eight** — In theprocess of review of tariffs, established in the previous Sub-Clause, ANEELshall decide and specify the values of the variable X, which shall besubtracted from or added to the variation of the IVI or its replacement, in thesubsequent annual adjustments, as described in Sub-Clause Seven of this Clause.For the first 5 (five) annual adjustments the value of X shall be zero.

**Sub-Clause Nine** — ANEEL may atany time, at the request of the concession holder, carry out revision of thetariffs, aiming to maintain the economic-financial equilibrium of thisContract, without prejudice to the adjustments and reviews referred to by theprevious Sub-Clauses of this Clause, if there are significant alterations inthe costs of the CONCESSION HOLDER, including any modifications in costs ofpurchase of electricity or charges for connection or use of electricitytransmission and distribution plant and facilities that may be approved byANEEL during the period and such alterations are duly proven.

**Sub-Clause Ten** — In compliancewith §3 of Article 9 of Law 8987 of 1995, with the exception of incometax, the creation, alteration, or abolition of any taxes or legal charges,after the signature of this Contract, when their impact has been proven, shallresult in a review of tariffs, upward or downward as the case may be.

**Sub-Clause Eleven** — In the eventof any review of tariffs having been made under the previous Sub-Clause afterthe “Prior Reference Date”, as a result of alteration of taxes or charges otherthan those contained in Portion A, at the time of the prior adjustment providedfor in Sub-Clause Six, the tariffs, after application of the IRT, shall bealtered, upward or downward, by the same percentages as these reviews.

**Sub-Clause Twelve** — TheCONCESSION HOLDER, in the event of any of its consumers becoming aself-producer or becoming supplied by another supplier of electricity, maycharge, for the use of its plant and facilities, specific tariffs establishedby ANEEL, which shall be set in such a way as to ensure equivalence to theamounts of the portions of its retail supply tariffs corresponding to the plantand facilities involved in the transport of electricity and to the charges andcompensations which are the responsibility of the consumer segment, provided forin the legislation.

**Sub-Clause Thirteen** — Thetariffs for use of the distribution systems shall be adjusted in accordancewith a specific parameter formula, based on their respective components ofcost.

**Sub-Clause Fourteen** — Thereshall be isonomic treatment between the tariffs for use of the distributionsystem applied to free consumers and those applied to captive consumers,including in relation to the charges and compensations therein contained.

**Sub-Clause Fifteen** — TheCONCESSION HOLDER is prohibited from charging electricity consumers, on anypretext, amounts higher than those homologated by ANEEL.

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**Sub-Clause Sixteen** — TheCONCESSION HOLDER undertakes to obtain the electricity required by itsconsumers for the lowest effective cost among the alternatives available. Inthe application of adjustments and reviews provided for in this Clause, thelimits for pass-through to tariffs of the prices freely negotiated in theacquisition of electricity, as established in an ANEEL resolution and thelegislation in force, shall be obeyed.

**Sub-Clause Seventeen** — If thereis a unilateral alteration in the Concession Contract which affects itseconomic-financial equilibrium, duly proven by the CONCESSION HOLDER, ANEELshall take the necessary measures for its re-establishment, with effect fromthe date of the alteration”.

**CLAUSETHREE - RATIFICATION**

The other Clauses andconditions of Electricity Distribution Concession Contract No. 002/1997-ANEEL/CEMIG-ÁREANORTE, signed on July 10, 1997 are hereby ratified, and those notexpressly modified by this Amendment remain valid and unchanged.

**CLAUSEFOUR — GENERAL PROVISIONS**

The changes made by thisAmendment shall be implemented on the occasion of the first tariff adjustmentor review subsequent to the signature of this Amendment.

Having thus agreed, theparties sign the present instrument in 4 (four) copies of equal content andform, which are signed by the representatives of ANEEL, the CONCESSION HOLDER,and the witnesses identified below, so that it may produce the due legaleffects.

 

 

Brasília, March 31,2005

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| **FOR ANEEL:**     |       | *** *** |
|--------------------|------------|--------------|
| ** **         |       | *** *** |
| ***(Signature)***  |       | *** *** |
| ** **         |       | *** *** |
|               | ** ** | ** **   |
| **JERSON  KELMAN** | ** ** | ** **   |
|               | ** ** | ** **   |
| Director-General   | ** ** | ** **   |

** **
| **FOR THE CONCESSION HOLDER:** |       | *** ***                                 |
|--------------------------------|------------|----------------------------------------------|
| ** **                     |       | *** ***                                 |
| ***(Signature)***              |       | ***(Signature)***                            |
| ** **                     |       | *** ***                                 |
|                           | ** ** | ** **                                   |
| FRANCISCO SALES DIAS HORTA     | ** ** | JOSÉ MARIA DE  MACEDO                   |
| Acting Director-President      | ** ** | Chief Energy  Distribution and Sales Officer |
|                           | ** ** | ** **                                   |

** **
| **FOR THE CONTROLLING STOCKHOLDER:**   |       | *** *** |
|----------------------------------------|------------|--------------|
| ** **                             |       | *** *** |
| ***(Signature)***                      |       | *** *** |
| ** **                             |       | *** *** |
|                                   | ** ** | ** **   |
| **AÉCIO  NEVES DA CUNHA**         | ** ** | ** **   |
| Governor of the  State of Minas Gerais | ** ** | ** **   |
|                                   | ** ** | ** **   |
|                                   | ** ** | ** **   |
|                                   | ** ** | ** **   |
|                                   | ** ** | ** **   |
|                                   | ** ** | ** **   |
|                                   | ** ** | ** **   |
|                                   | ** ** | ** **   |

 

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| **WITNESSES:**                     |       | *** ***                                             |
|------------------------------------|------------|----------------------------------------------------------|
| ** **                         |       | *** ***                                             |
| ***(Signature)***                  |       | ***(Signature)***                                        |
| ** **                         |       | *** ***                                             |
|                               | ** ** | ** **                                               |
| Name: Sergio Luiz Costa Leão; | ** ** | Name: Jandir  Amorim Nascimento;                         |
|                               | ** ** |                                                     |
| RG: M 751437;                      | ** ** | RG: 122423  SIC/GO;                                      |
|                               | ** ** | ** **                                               |
| CPF: 372754026-53                  | ** ** | CPF:        057 353 601-59 |

 

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