0001144204-08-003460 Sample Contracts

AMENDMENT NO. 1 TO DEPOSIT AGREEMENT
Deposit Agreement • January 23rd, 2008 • Magyar Telekom Plc. • Communications services, nec • New York

AMENDMENT NO. 1, dated as of December 18, 2007 (the “Amendment”), to the Amended and Restated Deposit Agreement dated as of June 2, 1999 to the Deposit Agreement dated as of November 13, 1997 (as so amended and restated and amended hereby, the “Deposit Agreement”), among MAGYAR TELEKOM TÁVKÖZLÉSI NYILVÁNOSAN MŰKÖDŐ RÉSZVÉNYTÁRSASÁG (fka Magyar Távközlési Rt.) (Budapest, 1013, Krisztina krt. 55, Hungary, registration number: Cg. 01-10-041928), incorporated under the laws of the Republic of Hungary (the “Company”), JPMORGAN CHASE BANK, N.A. (fka Morgan Guaranty Trust Company of New York), as depositary (the “Depositary”), and all holders from time to time of American depositary receipts (“ADRs”) issued thereunder.

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