0001193805-12-000953 Sample Contracts

TELEFONICA DE ESPANA, S.A. AND CITIBANK, N.A. As Depositary AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTS Deposit Agreement Dated as of November 13, 1996
Deposit Agreement • May 22nd, 2012 • Citibank,N.A./ADR • Telephone communications (no radiotelephone) • New York

DEPOSIT AGREEMENT dated as of November 13, 1996 among TELEFONICA DE ESPAJNA, S.A. (formerly known as Compania Telef6nica Nacional de Espana, S.A.), a limited liability company (sociedad anonima) organized under the laws of Spain (the “Company”). CITIBANK, N.A., as depositary (the “Depositary”) and all holders from time to time of American Depositary Receipts issued hereunder.

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TELEFONICA, S.A. AND CITIBANK, N.A., As Depositary, AND ALL HOLDERS OF AMERICAN DEPOSITARY RECEIPTS Amendment No. 2 to Deposit Agreement Dated as of June 23, 2000
Deposit Agreement • May 22nd, 2012 • Citibank,N.A./ADR • Telephone communications (no radiotelephone) • Lima

AMENDMENT NO. 2 TO DEPOSIT AGREEMENT, dated as of June 23, 2000 (the “Amendment”), by and among TELEFONICA, S.A., a corporation organized and existing under the laws of the Kingdom of Spain (the “Company”), CITIBANK, N.A., a national banking association organized under the laws of the United States of America (the “Depositary”), and all Holders from time to time of American Depositary Receipts.

TELEFONICA S.A. (FORMERLY KNOWN AS TELEFONICA DE ESPANA, S.A.) AND CITIBANK, N.A., As Depositary AND HOLDERS FROM TIME TO TIME OF AMERICAN DEPOSITARY RECEIPTS ________________________________ Amendment No. 1 to Deposit Agreement Dated as of December...
Deposit Agreement • May 22nd, 2012 • Citibank,N.A./ADR • Telephone communications (no radiotelephone)

AMENDMENT NO. 1 TO DEPOSIT AGREEMENT, is made as of December 3, 1999 (the "Amendment"), by and among Telefonica, S.A. (formerly known as Telefonica de Espana, S.A.), a corporation organized and existing under the laws of the Kingdom of Spain (the "Company"), CITIBANK, N.A., a national banking association organized under the laws of the United States of America and acting solely as depositary ("the Depositary"), and all holders from time to time of American Depositary Receipts issued under the Deposit Agreement.

TELEFONICA, S.A. AND CITIBANK, N. A., As Depositary, AND ALL HOLDERS OF AMERICAN DEPOSITARY RECEIPTS OUTSTANDING UNDER THE TERMS OF THE DEPOSIT AGREEMENT, DATED AS OF NOVEMBER 13, 1996, AS AMENDED, BY AMENDMENT NO. 1 TO DEPOSIT AGREEMENT, DATED AS OF...
Deposit Agreement • May 22nd, 2012 • Citibank,N.A./ADR • Telephone communications (no radiotelephone) • New York

AMENDMENT NO. 3 TO DEPOSIT AGREEMENT dated as of March 9, 2007 {the “Amendment”), by and among (i) Telefonica S.A., a corporation organized and existing under the laws of the Kingdom of Spain (the “Company”), (ii) Citibank. N.A., a national banking association organized under the laws of the United States of America (the “Depositary”), and (iii) all Holders from time to time of American Depositary Receipts issued and outstanding under the Deposit Agreement (as defined below).

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