0001144204-06-034392 Sample Contracts

AMENDMENT NO. 2 TO DEPOSIT AGREEMENT
Deposit Agreement • August 17th, 2006 • Philippine Long Distance Telephone Co • Telephone communications (no radiotelephone) • New York

AMENDMENT NO. 2, dated as of August 17, 2006 (the "Amendment"), to the Common Stock Deposit Agreement dated as of October 19, 1994 (as amended as of February 10, 2003 and as further amended hereby, the "Deposit Agreement"), among JPMorgan Chase Bank, N.A., as depositary (the "Depositary") and all holders from time to time of American Depositary Receipts (the "ADRs") evidencing American Depositary Shares (“ADSs”) representing common stock of Philippine Long Distance Telephone Company, a corporation organized under the laws of the Republic of the Philippines, and its successors (the "Company").

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