Common Contracts

THIRD SUPPLEMENTAL INDENTURE among TELEFÓNICA EMISIONES, S.A.U., as Issuer, TELEFÓNICA, S.A., as Guarantor and THE BANK OF NEW YORK MELLON, as Trustee and Paying Agent April 26, 2010 FIXED RATE SENIOR NOTES DUE 2013

Third Supplemental Indenture • April 26th, 2010 • Telefonica S A • Telephone communications (no radiotelephone) • New York

• Contract Type
  Third Supplemental Indenture
• Filed
  April 26th, 2010
• Company
  Telefonica S A
• Industry
  Telephone communications (no radiotelephone)
• Jurisdiction
  New York

THIS THIRD SUPPLEMENTAL INDENTURE, dated as of April 26, 2010, among Telefónica Emisiones, S.A.U., a sociedad anónima unipersonal incorporated under the laws of the Kingdom of Spain (the “Issuer”), Telefónica, S.A., a sociedad anónima incorporated under the laws of the Kingdom of Spain (the “Guarantor”), and The Bank of New York Mellon, a New York banking corporation, as trustee (the “Trustee”, which term includes any successor Trustee) and paying agent (the “Paying Agent”, which term includes any successor Paying Agent).

FORM OF THIRD SUPPLEMENTAL INDENTURE among TELEFÓNICA EMISIONES, S.A.U., as Issuer, TELEFÓNICA, S.A., as Guarantor and THE BANK OF NEW YORK MELLON, as Trustee and Paying Agent April [•], 2010 FIXED RATE SENIOR NOTES DUE 2013

Third Supplemental Indenture • April 19th, 2010 • Telefonica S A • Telephone communications (no radiotelephone) • New York

• Contract Type
  Third Supplemental Indenture
• Filed
  April 19th, 2010
• Company
  Telefonica S A
• Industry
  Telephone communications (no radiotelephone)
• Jurisdiction
  New York

THIS THIRD SUPPLEMENTAL INDENTURE, dated as of April [•], 2010, among Telefónica Emisiones, S.A.U., a sociedad anónima unipersonal incorporated under the laws of the Kingdom of Spain (the “Issuer”), Telefónica, S.A., a sociedad anónima incorporated under the laws of the Kingdom of Spain (the “Guarantor”), and The Bank of New York Mellon, a New York banking corporation, as trustee (the “Trustee”, which term includes any successor Trustee) and paying agent (the “Paying Agent”, which term includes any successor Paying Agent).

Third Supplemental Indenture

Third Supplemental Indenture • June 20th, 2006 • Telefonica S A • Telephone communications (no radiotelephone) • New York

• Contract Type
  Third Supplemental Indenture
• Filed
  June 20th, 2006
• Company
  Telefonica S A
• Industry
  Telephone communications (no radiotelephone)
• Jurisdiction
  New York

This Third Supplemental Indenture, dated as of June 20, 2006, among Telefónica Emisiones, S.A.U., a sociedad anónima incorporated under the laws of the Kingdom of Spain (the “Issuer”), Telefónica, S.A., a sociedad anónima incorporated under the laws of the Kingdom of Spain (the “Guarantor”), and JPMorgan Chase Bank, N.A., a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee”, which term includes any successor Trustee) and paying agent (the “Paying Agent”, which term includes any successor Paying Agent).