TELEFONOS DE MEXICO, S.A. DE C.V. AND JPMORGAN CHASE BANK, N.A., As Depositary AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTSDeposit Agreement • September 28th, 2006 • Telefonos De Mexico S a De C V • Radiotelephone communications • New York
AMENDED AND RESTATED DEPOSIT AGREEMENT dated as of September , 2006 (the "Deposit Agreement") among TELEFONOS DE MEXICO, S.A. DE C.V., a corporation organized under the laws of the United Mexican States, and its successors (the "Company"), JPMORGAN CHASE BANK, N.A., as depositary hereunder (the "Depositary"), and all holders from time to time of American Depositary Receipts issued hereunder ("Receipts") evidencing American Depositary Shares representing deposited Shares (defined below). The Company hereby appoints the Depositary as depositary for the Deposited Securities and hereby authorizes and directs the Depositary to act in accordance with the terms set forth in this Deposit Agreement. All capitalized terms used herein have the meanings ascribed to them in Section 1 or elsewhere in this Deposit Agreement.
