Exibit 4.1 ****
 FIFTH INSTRUMENT OF ADDENDUM TO THE INSTRUMENT OF AGREEMENT ENTERED INTO ON AUGUST 4, 1994 BETWEEN THE STATE OF PARANÁ AND COMPANHIA PARANAENSE DE ENERGIA - COPEL   TheSTATE OF PARANÁ, a governmental entity, hereinafter simply referred to asSTATE, in this act represented by its Governor, CARLOS ALBERTO RICHA and assisted by the State Treasury Secretary, MAURO RICARDO MACHADO COSTA, Planning and General Coordination State Secretary, JURACI BARBOSA SOBRINHO and State Attorney-General, PAULO SÉRGIO ROSSO, STATE and on the other hand,COMPANHIA PARANAENSE DE ENERGIA – COPEL, a mixed corporation, headquartered in the city of Curitiba, State of Paraná, located at Rua Coronel Dulcídio, 800, with Corporate Taxpayer’s ID (CNPJ) 76.483.817 -0001/20, hereinafter simply referred to asCOPEL, in this act represented by its Chief Executive Officer, ANTONIO SÉRGIO DE SOUZA GUETTER and Chief Financial and Investor Relations Officer, ADRIANO RUDEK DE MOURA, resolve to make an addendum to the Instrument of Agreement entered into by both parties on August 4, 1994 and addenda, by means of the following clauses and conditions:  CLAUSE ONE  The subject-matter of this Instrument of Addendum is to consolidate the STATE’s reimbursement to COPEL referring to the transfer of credits the latter holds with the Federal Government, subject-matter of the Instrument of Agreement entered into by both parties on August 4,1994, as well as the as well as the concession of grace.  CLAUSE TWO  TheSTATEandCOPELconsolidate the reimbursement amount in one billion, three hundred, ninety-one million, two hundred, eighty-five thousand, one hundred, fifty-four Reais and twenty-four cents (R$ 1,391,285,154.24), referring to 03.31.2016.  CLAUSE THREE  TheSTATEis granted a grace period in the payment of interest and amortization in the period from April to December 2016 and, from January to December 2017, only amortization.  Single paragraph.Interest and amortization amounts for the period from April to December 2016, as well as amortization for the period from January to December 2017, will be added to the balance due on the respective due dates set forth in the Fourth Addendum.  CLAUSE FOUR   1


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Exibit 4.1 ****
 CLAUSE FOUR The balance due, consisting of the amount referred to in Clause Two plus deferred interest and amortization installments, shall be amortized monthly in the remaining period of the agreement, beginning on January 30, 2018.  CLAUSE FIVE All the provisions of the Instrument of Agreement entered into by the parties on August 4,1994 and addenda remain in force, except for those in disagreement with clauses set forth herein.  IN WITNESS WHEREOF, the parties execute this instrument in two copies of equal tenor and form, together with the witnesses undersigned.  Curitiba, October 31, 2017.   By theESTATE OF PARANÁ    /s/Carlos Alberto Richa

   

   /s/Paulo Sérgio RossoCARLOS ALBERTO RICHA

   

   PAULO SÉRGIO ROSSOState Governor

   

   State Attorney-General
     /s/Mauro Ricardo Machado Costa

   

   /s/Juraci Barbosa SobrinhoMAURO RICARDO MACHADO COSTA

   

   JURACI BARBOSA SOBRINHOState Treasury Secretary

   

   Planning and General Coordination State Secretary
    ByCOPEL    /s/Antonio Sergio de Souza Guetter

   

   /s/Adriano Rudek de MouraANTONIO SÉRGIO DE SOUZA GUETTER

   

   ADRIANO RUDEK DE MOURAChief Executive Officer

   

   Chief Financial and Investor Relations Officer
   Witnesses:1.

   

   2.
   2