0001193805-11-000213 Sample Contracts

Contract
Deposit Agreement • February 7th, 2011 • JPMorgan Chase Bank, N.A. - ADR Depositary • Communications services, nec • New York

AMENDMENT NO. 2, dated as of February , 2011 (the "Amendment"), to the Amended and Restated Deposit Agreement dated as of June 2, 1999 as amended as of December 18, 2007 (as further amended hereby, the "Deposit Agreement") among Magyar Telekom Plc., incorporated under the laws of the Republic of Hungary (the "Company"), JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all holders from time to time of American depositary receipts ("ADRs") issued thereunder.

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