<DOCUMENT>
<TYPE>EX-8
<SEQUENCE>4
<FILENAME>was5318ex99-2.txt
<DESCRIPTION>CO-OPERATION AGREEMENT
<TEXT>
                                                                      EXHIBIT 8
                                                                      ---------

                                                               EXECUTION VERSION





                              Dated 31 January 2006


                   PHILIPPINE LONG DISTANCE TELEPHONE COMPANY

                                       and

                          FIRST PACIFIC COMPANY LIMITED

                                       and

                            METRO PACIFIC CORPORATION

                                       and

                         METRO ASIA LINK HOLDINGS, INC.

                                       and

                          METRO PACIFIC RESOURCES, INC.

                                       and

                                  LAROUGE B.V.

                                       and

                       METRO PACIFIC ASSETS HOLDINGS, INC.

                                       and

                         NTT COMMUNICATIONS CORPORATION

                                       and

                                NTT DOCOMO, INC.


                             CO-OPERATION AGREEMENT

Linklaters

10th Floor, Alexandra House
Chater Road
Hong Kong



Telephone (852) 2842 4888
Facsimile (852) 2810 8133/2810 1695

Ref KMTM/CTD


<PAGE>


                                    Contents


Clause        Heading                                                       Page

1      Interpretation............... ..........................................2

2      Effective date and notice...............................................4

3      Principles of co-operation; Exercise of rights..........................4

4      Exercise of rights by DoCoMo and NTT....................................7

5      Permitted Transfers of PLDT Shares......................................8

6      Certain corporate undertakings under Existing Agreements upon Transfer
       of PLDT Shares amounting to the First Minimum Shareholding Threshold
       from NTT to DoCoMo.....................................................10

7      Amendments to Existing Agreements......................................13

8      Further amendments to Existing Agreements - DoCoMo holds the Second
       Minimum Shareholding Threshold.........................................13

9      Additional rights in favour of DoCoMo..................................15

10     Restriction on share acquisitions......................................18

11     Support................................................................20

12     Provision of PLDT's financial information..............................20

13     Termination............................................................21

14     General................................................................23


                                       i



<PAGE>


This Agreement is made on 31 January 2006 by and among:

(1)     PHILIPPINE LONG DISTANCE TELEPHONE COMPANY, a company established under
        the laws of the Philippines and having its principal office at Ramon
        Cojuangco Building, Makati Avenue, Makati City, Metro Manila,
        Philippines ("PLDT");

(2)     FIRST PACIFIC COMPANY LIMITED, a company incorporated under the laws of
        Bermuda and having its principal place of business at 24th Floor, Two
        Exchange Square, 8 Connaught Place, Central, Hong Kong ("FPC");

(3)     METRO PACIFIC CORPORATION, a corporation established under the laws of
        the Republic of the Philippines and having its principal place of
        business at 10th Floor, MGO Building, Legazpi Corner Dela Rosa Street,
        Legazpi Village, Makati City, Metro Manila, Philippines ("Metro");

(4)     METRO ASIA LINK HOLDINGS, INC, a corporation established under the laws
        of the Republic of the Philippines and having an office at 10th Floor,
        MGO Building, Legazpi Corner Dela Rosa Street, Legazpi Village, Makati
        City, Metro Manila, Philippines ("MALH");

(5)     METRO PACIFIC RESOURCES, INC., a corporation established under the laws
        of the Republic of the Philippines and having an office at 18th Floor,
        Liberty Centre, 104 H.V. de la Costa Street, Salcedo Village, Makati
        City, Metro Manila, Philippines ("MPRI");

(6)     LAROUGE B.V., a company incorporated under the laws of the Netherlands
        and having its registered office at Rokin 55, 1012 KK Amsterdam, the
        Netherlands ("LBV");

(7)     METRO PACIFIC ASSETS HOLDINGS, INC., a corporation incorporated under
        the laws of the Republic of the Philippines and having its principal
        place of business at 18th Floor, Liberty Centre, 104 H.V. de la Costa
        Street, Salcedo Village, Makati City, Metro Manila, Philippines
        ("MPAH");

(8)     NTT COMMUNICATIONS CORPORATION, a corporation established under the
        laws of Japan and having its principal place of business at 1-6
        Uchisaiwai-cho, 1-Chome, Chiyoda-ku, Tokyo 100-8019, Japan ("NTT"); and

(9)     NTT DOCOMO, INC, a company incorporated under the laws of Japan and
        having its principal place of business at 11-1 Nagata-cho 2-Chome,
        Chiyoda-Ku, Tokyo 100-6150 Japan ("DoCoMo").

Recitals:

(A)     FPC, Metro, MALH, MPRI, LBV, MPAH, NTT Communications Capital (UK)
        Limited ("NTT Capital") and NTT were the original parties to a
        Shareholders Agreement made on 24 March 2000 ("Shareholders Agreement")
        and FPC, Metro, MALH, MPRI, LBV, MPAH and NTT remain parties to the
        Shareholders Agreement. PLDT, FPC, Metro, MALH, MPRI and NTT are
        parties to a Stock Purchase and Strategic Investment Agreement dated 28
        September 1999, as amended by the First Amendment thereto dated 8 March
        2000 and the Second Amendment thereto dated 24 March 2000 ("Strategic
        Agreement"). NTT and PLDT are parties to an Advisory Services Agreement
        dated 24 March 2000, as amended by an Amendment thereto dated 31 March
        2003 and a Second Amendment thereto dated 31 March 2005 (the "Advisory
        Services Agreement").

(B)     The Shareholders Agreement and Strategic Agreement, among other things,
        regulate the relationship among the Parties (other than DoCoMo) in
        relation to their respective shareholdings (if any) in PLDT.



                                       1
<PAGE>

(C)     NTT Capital has transferred all of its PLDT Shares to NTT and has not
        retained any rights or obligations under the Shareholders Agreement and
        has been liquidated and dissolved, and as such, the Parties hereto
        acknowledge and agree that NTT Capital shall not be a party to this
        Agreement to effect the purposes herein.

(D)     DoCoMo is in negotiation with NTT to acquire PLDT Shares from NTT, and
        is in discussion with PLDT and SMART to study the possibility and
        feasibility of entering into certain strategic business relationships
        in the field of mobile communication services.

(E)     PLDT, FPC, Metro, MALH, MPRI, LBV, MPAH and NTT agree that, in
        connection with DoCoMo's acquisition of PLDT Shares from NTT, they will
        grant DoCoMo certain benefits on the terms and subject to the
        conditions set out in this Agreement.

It is agreed as follows:

1       Interpretation

        In this Agreement (including the Recitals), unless the context
        otherwise requires, the provisions in this Clause 1 apply:

1.1     Definitions

        "Acting Party" means (i) until the Handover Date, NTT and (ii) from and
        after the Handover Date, DoCoMo;

        "Advisor" has the meaning given to it in the Advisory Services
        Agreement;

        "Affiliate" has the meaning given to it in the Strategic Agreement;

        "Business Day" has the meaning given to it in the Shareholders
        Agreement;

        "COA" has the meaning given to it in the Advisory Services Agreement;

        "Committee" shall mean any committee established or to be established
        by resolutions of the board of directors of PLDT or SMART or
        administrative orders issued by the chief executive officer of PLDT or
        SMART or otherwise;

        "Competing Business" has the meaning given to it in the Strategic
        Agreement;

        "Effective Date" has the meaning given to it in Clause 2.2;

        "Existing Agreements" means the Shareholders Agreement and the Strategic
        Agreement;

        "Existing Encumbrances" has the meaning given to it in Clause 9.2.1;

        "First Minimum Shareholding Threshold" means ownership of full legal
        and beneficial title to not less than 12,633,486 PLDT Shares;

        "FPC Parties" means FPC, Metro, MALH, MPRI, LBV and MPAH;

        "GAAP" means, with respect to any jurisdiction, the generally accepted
        accounting  principles in such jurisdiction;

        "Handover Date" means 1 July 2006;

        "Joint Mancom" means the management committee comprising senior members
        of the management of each of PLDT and SMART, which is appointed by the
        president of PLDT for the purpose of co-ordinating management functions
        within the PLDT Group, and in particular to facilitate communication
        between management of the PLDT Group companies;


                                       2
<PAGE>


        "NTT Holding" means Nippon Telegraph and Telephone Corporation, a
        corporation organised and existing under the laws of Japan;

        "Parties" means the parties to this Agreement and "Party" means any one
        of them;

        "Person" has the meaning given to it in the Strategic Agreement;

        "PLDT Advisory Board" means the advisory board comprised of PLDT
        Advisory Board Members;

        "PLDT Advisory Board Member" means an individual who has been appointed
        as such by the board of directors of PLDT and who is given the right to
        attend and participate in, but not the right to cast any vote at, the
        meetings of the board of directors of PLDT;

        "PLDT Group" means PLDT and its Subsidiaries;

        "PLDT Mancom" means the management committee comprised of senior
        members of the management of PLDT, which is appointed by the president
        of PLDT for the purpose of overseeing operational matters of PLDT and
        ePLDT, Inc.;

        "PLDT MRSB" means the Major Requisition Screening Body established to
        review and approve the capital expenditures and operational expenses of
        PLDT which exceed thresholds specified by the board of PLDT, and to
        evaluate and endorse items that require higher approval authority as
        stipulated by the board of PLDT;

        "PLDT Shares" means shares of common capital stock of PLDT;

        "PLDT Shareholders" means the PLDT shareholders holding PLDT Shares;

        "Preemption Reply" means (i) the decision of NTT referred to in the
        final paragraph of Section 9.9 of the Strategic Agreement as notified
        to PLDT, (ii) a First Offer Reply (as defined in clause 9(A)(ii) of the
        Shareholders Agreement) or (iii) a PTIC Offer Reply (as defined in
        clause 10(B)(ii) of the Shareholders Agreement), as the case may be;

        "PTIC" has the meaning given to it in the Shareholders Agreement;

        "Registration Rights Agreement" means the agreement dated 24 March 2000
        between NTT, NTT Capital and PLDT;

        "Second Minimum Shareholding Threshold" means ownership of full legal
        and beneficial title to not less than seventeen and a half per cent.
        (17.5%) of all PLDT Shares issued and outstanding from time to time;

        "SMART" means SMART Communications, Inc, a corporation organised and
        existing under the laws of the Philippines and having its principal
        office at SMART Tower, 6799 Ayala Avenue, Makati City, Metro Manila,
        Philippines;

        "SMART Mancom" means the management committee comprising senior members
        of the management of SMART, which is appointed by the president of
        SMART for the purpose of overseeing operational matters of SMART;

        "SMART MRP" means the Materials Requirement Planning body established
        to review and approve the capital expenditures and operational expenses
        of SMART which exceed thresholds specified by the board of SMART, and
        to evaluate and endorse items that require higher approval authority as
        stipulated by the board of SMART;


                                       3
<PAGE>

        "SMART Shareholders" means the holders of shares of common capital stock
        of SMART;

        "Subsidiary" has the meaning given to it in the Shareholders Agreement;

        "Transaction Information" means:

             (i)     the number of PLDT Shares Transferred from NTT to DoCoMo
                     (or a Subsidiary or nominee);

            (ii)     the date of each such Transfer;

           (iii)     DoCoMo's direct and/or indirect voting power in respect
                     of the PLDT Shares upon completion of such Transfer; and

            (iv)     NTT's direct and/or indirect voting power in respect of
                     the PLDT Shares upon completion of such Transfer; and

        "Transfer" has the meaning given to it in the Shareholders Agreement
        and "Transferred" shall be construed accordingly.

        Capitalized terms used in this Agreement and not otherwise defined
        herein shall be used as defined in the Existing Agreements.

1.2     Headings

        Headings shall be ignored in construing this Agreement.

2       Effective date and notice

2.1     Except Clauses 3.3, 5.1, 5.2, 9.1.3(ii), 13.1, 13.3 and 14 which shall
        become effective on and from the date of this Agreement, this Agreement
        is conditional upon the Transfer by NTT to DoCoMo of the full legal and
        beneficial title to PLDT Shares held as at the date of this Agreement
        by NTT amounting to the First Minimum Shareholding Threshold.

2.2     Each of NTT and DoCoMo undertakes to provide a written notice to PLDT
        and each of the FPC Parties at the same time, confirming that the
        condition in Clause 2.1 has been satisfied and stating the Transaction
        Information, within five (5) Business Days of such Transfer. For the
        avoidance of doubt, the rights and obligations of the Parties under
        this Agreement (except Clauses 3.3, 5.1, 5.2, 9.1.3(ii), 13.1, 13.3 and
        14) will not be effective or enforceable until the date on which the
        written notice in accordance with this Clause 2.2 are provided by
        DoCoMo to PLDT and the FPC Parties (the "Effective Date").

3       Principles of co-operation; Exercise of rights

3.1     Upon Clause 2.1 being satisfied, references in the Existing Agreements
        to NTT shall be construed to be references to NTT and DoCoMo,
        references in the Existing Agreements to NTT Group shall be construed
        to be references to NTT and its Subsidiaries and DoCoMo and its
        Subsidiaries, and references in the Existing Agreements to an NTT Party
        shall be construed as references to NTT and its Permitted Transferee
        (as that term is defined in the Shareholders Agreement) and DoCoMo and
        its Permitted Transferee,

3.1.1   except:

        (a)     to the extent that the contrary is expressly stated in this
                Agreement;

        (b)     with respect to the approvals, consents, waivers, decisions and
                other acts of NTT carried out before the Effective Date; or


                                       4
<PAGE>

        (c)     where such construction would produce an absurd result; and

3.1.2   provided that:

        (a)     where a proper construction thereof so permits, such references
                shall, except to the extent of the obligations of PLDT and/or
                the FPC Parties expressly set forth in this Agreement or the
                Existing Agreements (as amended by this Agreement), be construed
                in a manner which does not (i) increase the combined rights of
                NTT and DoCoMo beyond those which NTT had prior to the Effective
                Date and (ii) increase the obligations of PLDT or the FPC
                Parties beyond those which they had respectively or collectively
                before the Effective Date; and

        (b)     nothing in this Clause 3.1 shall restrict the Right of NTT or
                DoCoMo to enforce its indemnification rights or exercise any
                other available remedy provided in the Existing Agreements for
                breach of the Existing Agreements, except that neither NTT nor
                DoCoMo shall be entitled to recover from PLDT or any of the FPC
                Parties under this Agreement or any Existing Agreement more than
                once in respect of the same losses suffered; and

        (c)     notwithstanding the foregoing:

                (i)     references to NTT Group in Section 8.3(d) of the
                        Strategic Agreement shall be construed in light of
                        Clause 7.1.1;

                (ii)    references  to NTT in Section 11.4 of the Strategic
                        Agreement  shall be construed in light of Clause 7.1.3;

                (iii)   references to NTT in Sections 11.5 and 11.6 of the
                        Strategic Agreement shall be construed in light of
                        Clause 3.4;

                (iv)    references  to NTT in Clause 3 of the Shareholders
                        Agreement shall be construed in light of Clause 6.2;

                (v)     references to NTT in Clause 4 of the Shareholders
                        Agreement shall be construed in light of Clause 6.3;

                (vi)    references to NTT is Clause 5(A) of the Shareholders
                        Agreement and Section 8.4 of the Strategic Agreement
                        shall be construed in light of Clause 7.1.2;

                (vii)   references to NTT in Clauses 8, 9 and 10 of the
                        Shareholders Agreement shall be construed in light of
                        the provisions of Clauses 4.2, 5.4 and 5.5 and
                        references to NTT Group in Clause 9(B) shall be
                        construed as references to NTT and its Subsidiaries or
                        DoCoMo and its Subsidiaries, whomever is proposing to
                        sell PLDT Shares;

                (viii)  references to NTT Parties in Clauses 11(C) and 11(F) of
                        the Shareholders Agreement shall be construed to be
                        references to NTT and its Permitted Transferee to which
                        a transfer of Covered Shares has been made pursuant to
                        Clause 11(B) or DoCoMo and its Permitted Transferee to
                        which a transfer of Covered Shares has been made
                        pursuant to Clause 11(B);


                                       5
<PAGE>

                (ix)    references to NTT in Clause 11(C) of the Shareholders
                        Agreement shall be construed as references to NTT and
                        its Subsidiaries or DoCoMo and its Subsidiaries, as the
                        case may be;

                (x)     references to NTT Group in Clause 8(A) and 11(D) of the
                        Shareholders Agreement shall be construed as references
                        to NTT and its Subsidiaries or DoCoMo and its
                        Subsidiaries, as the case may be, and shall be construed
                        in light of the provisions of Clauses 4.2, 5.4 and 5.5;

                (xi)    references to NTT Party in Clause 11(F) of the
                        Shareholders Agreement shall be construed as references
                        to NTT and its Permitted Transferee or DoCoMo and its
                        Permitted Transferee, as the case may be; and references
                        to NTT Parties in Clause 20(B)(ii) of the Shareholders
                        Agreement shall be construed as references to NTT and
                        its Subsidiaries or DoCoMo and its Subsidiaries, as the
                        case may be, and references to NTT in Clause 20(B)(ii)
                        of the Shareholders Agreement shall be construed as
                        references to NTT and its Subsidiaries in respect of
                        rights exercised by NTT and to DoCoMo and its
                        Subsidiaries in respect of rights exercised by DoCoMo.

3.2     Notwithstanding anything to the contrary in this Agreement and the
        Existing Agreements, the Parties hereby agree that in no event shall
        DoCoMo be bound by or become liable for or entitled to the benefit of,
        any of the representations, warranties, obligations or entitlements
        under clause 15 (Representations and Warranties) of the Shareholders
        Agreement and sections 2 (Purchase of SMART Shares), 3 (Subscription for
        NTT PLDT Cash Shares), 4 (Initial Closing; Initial Closing Actions), 5
        (Final Closing; Final Closing Actions), 6 (Representations and
        Warranties), 7 (Covenants and Undertakings), 11.1 (Reorganization of
        SNMI's Business), 11.2 (Acquisition of Minority Interests on Infocom),
        13 (Indemnification) to the extent the indemnification provisions
        therein apply to events, circumstances, representations, warranties or
        obligations which occurred, were given or accrued (as the case may be),
        and have ceased to have effect, before the Effective Date, and 14
        (Taxes; Costs and Expenses) of the Strategic Agreement and any of
        schedules 1 through 9, 11 and 12 attached thereto. Without prejudice to
        the rights of PLDT or any of the FPC Parties to pursue any or all legal
        remedies for any breach by NTT or any other member of the NTT Group of
        the provisions of the Existing Agreements, PLDT and the FPC Parties
        hereby acknowledge and agree that DoCoMo shall not, solely as a
        consequence of its entering into and performing its obligations under
        this Agreement, be liable for any such breach accrued and not discharged
        on or before the Effective Date.

3.3     Except for NTT Capital no longer being a party to the Shareholders
        Agreement as described in Recital C herein and DoCoMo's addition as a
        party to each of the Existing Agreements pursuant to and on the terms
        and subject to the conditions set out in this Agreement, the parties to
        each of the Existing Agreements remain subject to the Existing
         Agreements, as modified, varied or amended by this Agreement.

3.4     As soon as possible and in any event within sixty (60) calendar days
        immediately after the Effective Date, DoCoMo and the other Parties who
        are respectively parties to the Advisory Services Agreement, the
        Conventional International Telecommunications Services Agreement dated
        24 March 2000 between NTT and PLDT, the Internet Services Agreement


                                       6
<PAGE>


        dated 24 March 2000 between NTT and PLDT, the Tradename and Trademark
        Agreement dated 24 March 2000 between NTT and PLDT and the Arcstar
        Service Provider Agreement dated 24 March 2000 between PLDT and NTT
        Worldwide Telecommunications Corporation (and all agreements ancillary
        thereto) will review and hold discussions with one another in good
        faith with a view to determining whether any such agreement need to be
        amended in light of the provisions of this Agreement, and if and only
        to the extent any such amendment is identified and agreed by the
        relevant parties to such agreement and DoCoMo, such relevant Parties
        will procure such amendment.

3.5     NTT and PLDT agree that as soon as possible and in any event within
        sixty (60) calendar days immediately after the Effective Date, NTT and
        PLDT will amend the Registration Rights Agreement to increase NTT's
        present entitlement to require four (4) Demand Registrations (as that
        terms is defined in the Registration Rights Agreement) to six (6)
        Demand Registrations, and will otherwise, together with DoCoMo, review
        and hold discussions with one another in good faith with a view to
        determining whether any additional amendment(s) to the Registration
        Rights Agreement are required to be made, and if and only to the extent
        any such further amendment(s) is/are identified and agreed by each of
        NTT, DoCoMo and PLDT, such relevant Parties will procure such
        amendment(s).

3.6     Notwithstanding any provisions in this Agreement or the Existing
        Agreements to the contrary, NTT and DoCoMo agree that NTT and DoCoMo
        will not both be entitled to claim in respect of any matter to the
        extent that a loss could only be properly incurred by one or the other
        of NTT and DoCoMo.

4       Exercise of rights by DoCoMo and NTT

4.1     Subject to Clause 3.2 and the other provisions of this Clause 4, NTT
        and DoCoMo agree, covenant and undertake with each other and with PLDT
        and each of the FPC Parties that on and from the Effective Date, in
        respect of any exercise of the rights of NTT and DoCoMo set forth in
        (i) sections 8.4, 9, 10.2, 10.3, 10.5, 10.6, 10.7, 11.2, 12.3 or 17.13
        of the Strategic Agreement or (ii) clauses 3(B), 3(D), 4(A), 4(B),
        5(D), 5(G), 5(H), 6, 9(A), 10(B), 11(A) or 13(A)(ii) of the
        Shareholders Agreement, NTT and DoCoMo shall discuss between themselves
        the manner in which such rights shall be exercised, whereupon the
        Acting Party shall give notice in accordance with the relevant
        provisions of the Existing Agreements to PLDT and the FPC Parties of
        the decision regarding the exercise of such rights.

4.2     Subject to Clause 3.2 and the successive provisions of this Clause 4,
        with respect to the exercise of rights under (i) section 9.9 of the
        Strategic Agreement granting NTT and DoCoMo pre-emptive rights in
        respect of certain new issuances of PLDT Shares, (ii) clause 9(A) of
        the Shareholders Agreement granting NTT and DoCoMo first refusal rights
        with respect to certain Transfers of PLDT Shares by the FPC Parties and
        PTIC and (iii) clause 10(B) of the Shareholders Agreement granting NTT
        and DoCoMo first refusal rights with respect to certain transfers of
        PTIC Shares by the PTIC Shareholders (as set out in the Shareholders
        Agreement), NTT and DoCoMo shall, within the time periods provided for
        giving a Preemption Reply, consult with each other regarding the
        exercise of the relevant rights. NTT and DoCoMo agree that DoCoMo shall
        be entitled to purchase all, or some only, of the PLDT Shares or PTIC
        Shares which may be purchased by NTT or DoCoMo pursuant to such clauses
        and section, and that if DoCoMo decides not to purchase some or all of
        such PLDT Shares or PTIC Shares, then NTT shall have the option to
        purchase some or all of the PLDT Shares or PTIC Shares not to be


                                       7
<PAGE>

        acquired by DoCoMo. If a Preemption Reply is given, it shall be given
        by the Acting Party.

4.3     NTT and DoCoMo agree, covenant and undertake with each other and with
        PLDT and each of the FPC Parties that NTT shall unconditionally, fully
        and irrevocably assign and delegate to DoCoMo, on the Handover Date,
        NTT's rights to nominate and provide the COA pursuant to the provisions
        of the Advisory Services Agreement.

4.4     PLDT and the FPC Parties shall be entitled to rely on any notice
        referred to in Clause 4.1 or Clause 4.2 given in accordance with Clause
        4.1, as if it had been provided by both NTT and DoCoMo and, regardless
        of any difference, disagreement, dissension or dispute between NTT and
        DoCoMo, the decision of the Acting Party, as notified in accordance
        with Clause 4.1 to PLDT and/or the FPC Parties, as the case may be,
        will be final and conclusive for purposes of this Agreement and the
        Existing Agreements, and each of PLDT and the FPC Parties shall be
        entitled to ignore any conflicting notice, action or inaction (express
        or implied) by DoCoMo or NTT (where it is not the Acting Party) and to
        assume, where no notice or no valid notice is received from the Acting
        Party in accordance with Clause 4.1, that NTT and DoCoMo have decided
        (i) not to exercise the relevant rights or (ii) to withhold their
        consent or approval (as the case may be). Each of NTT and DoCoMo
        agrees, solely for the benefit of the other, that in circumstances
        where DoCoMo or NTT (not being at the relevant time the Acting Party)
        must exercise rights or take action in order to give effect to a notice
        given by the Acting Party under Clause 4.1 or 4.2, it will use its
        reasonable commercial efforts to do so. Each of NTT and DoCoMo agrees,
        covenants and undertakes to the other and to PLDT and each of the FPC
        Parties to coordinate with each other in respect of the exercise of the
        rights of NTT and DoCoMo referred to in Clause 4.1 above, and to have
        regard to NTT's and DoCoMo's respective interests in relation to any
        exercise of such rights.

4.5     NTT and DoCoMo hereby agree and warrant to PLDT and each of the FPC
        Parties that none of PLDT and any of the FPC Parties will incur any
        liability whatsoever towards NTT and/or DoCoMo under this Agreement or
        any of the Existing Agreements or otherwise in taking or refraining
        from taking any action in accordance with any notice given to PLDT and
        the FPC Parties by the Acting Party in accordance with Clause 4.1.

4.6     Any obligation in the Existing Agreements for PLDT and/or any of the
        FPC Parties to notify, inform, consult, deliver, offer, provide,
        exercise, give, grant, discuss, show, disclose to, obtain the approval
        of or the consent of, NTT and/or DoCoMo, shall be deemed to be
        satisfied by PLDT and/or any of the FPC Parties (as the case may be)
        notifying, informing, consulting delivering, offering, providing,
        exercising, giving, granting, discussing, showing, disclosing to,
        obtaining the approval of or the consent of, the Acting Party in
        accordance with this Clause 4. Nothing in this Agreement shall operate
        to affect the right that each of NTT and DoCoMo may have independent of
        the Existing Agreement or this Agreement, including, without
        limitation, the right to receive, as a shareholder of PLDT, notice of
        shareholders meetings from PLDT.

4.7     References in this Clause 4.2 to the Shareholders Agreement and the
        Strategic Agreements are to such agreements as amended by this
        Agreement.

5       Permitted Transfers of PLDT Shares

5.1     Notwithstanding any provision in the Existing Agreements to the
        contrary, any Transfer of PLDT Shares from NTT to DoCoMo (including the
        initial transfer of PLDT Shares from NTT to DoCoMo to which this


                                       8
<PAGE>

        Agreement (other than Clauses 3.3, 5.1, 5.2, 9.1.3(ii), 13.1, 13.3 and
        14) is conditional as set out in Clause 2.1) will be deemed to be a
        Transfer to a Permitted Transferee, and will not trigger FPC's right of
        first offer pursuant to the Shareholders Agreement, or result in a
        default or constitute a ground for termination of any of the Existing
        Agreements, or provide a basis for the exercise by PLDT of its right to
        terminate the Strategic Arrangements under the Strategic Agreement, the
        Advisory Services Agreement, the Conventional International
        Telecommunications Services Agreement dated 24 March 2000 between NTT
        and PLDT, the Internet Services Agreement dated 24 March 2000 between
        NTT and PLDT, the Tradename and Trademark Agreement dated 24 March 2000
        between NTT and PLDT or the Arcstar Service Provider Agreement dated 24
        March 2000 between PLDT and NTT Worldwide Telecommunications Corporation
        (and all agreements ancillary thereto). Each of DoCoMo and NTT agrees to
        provide a written notice to PLDT and each of the FPC Parties at the same
        time, stating the Transaction Information, within five (5) Business Days
        of any such Transfer pursuant to this Clause 5.1.

5.2     Subject to Clause 3.2 above, DoCoMo and NTT hereby agree with and
        undertake to PLDT and each of the FPC Parties that all PLDT Shares held
        beneficially and legally by DoCoMo as a result of a Transfer
        contemplated in Clause 5.1 shall be subject to, and DoCoMo and NTT
        shall be severally liable for and bound by, the covenants in the
        Existing Agreements, as amended by this Agreement, that apply to NTT
        (including, without limitation, FPC's right of first offer on disposal)
         as if DoCoMo were NTT and a party to such agreements.

5.3     Subject to Clause 3.2 above, DoCoMo hereby agrees and undertakes to
        PLDT and each of the FPC Parties that any additional PLDT Shares
        acquired by DoCoMo other than from NTT shall be deemed to be subject
        to, and DoCoMo shall be severally liable for and bound by, the
        covenants in the Existing Agreements, as amended by this Agreement, as
        if such PLDT Shares were PLDT Shares held by NTT pursuant to the
        Shareholders Agreement and the Strategic Agreement, and that DoCoMo
        shall provide prompt written notice to NTT, PLDT and each of the FPC
        Parties at the same time, stating that such an acquisition has occurred
        and the number of PLDT Shares acquired by DoCoMo, DoCoMo's direct or
        indirect voting power in respect of the PLDT Shares on completion of
        the acquisition, and the date of completion of the acquisition, and in
        any event within five (5) Business Days of completion of such
        acquisition.

5.4     Notwithstanding any provision in the Existing Agreements to the
        contrary, the Parties agree that any Transfer of NTT's remaining PLDT
        Shares (after the transfer in Clause 2.1) to any Person shall be
        subject to a superior right of first offer hereby granted to DoCoMo,
        subject to Clause 10. Clause 9(B) of the Shareholders Agreement shall
        apply mutatis mutandis to the exercise of the right of first offer by
        DoCoMo on any Transfer of NTT's remaining PLDT Shares as provided for
        in this Clause 5.4. Each of DoCoMo and NTT agrees to provide a written
        notice to PLDT and each of the FPC Parties at the same time, stating
        the Transaction Information, within five (5) Business Days of
        completion of such Transfer.

5.5     Each of the Parties hereby agrees that in the event DoCoMo proposes to
        Transfer any PLDT Shares (subject to Clause 9.2) which would result in
        NTT and DoCoMo holding, in the aggregate, less than ten per cent. (10%)
        of the PLDT Shares then issued and outstanding, then NTT shall have a
        right of first offer to purchase such Shares from DoCoMo on terms and
        conditions no less favourable to DoCoMo than those on which DoCoMo
        proposes to Transfer such PLDT Shares. Such right shall be superior to
        any right of first refusal which any of the FPC Parties may have in


                                       9
<PAGE>

        respect of such proposed Transfer under the Shareholders Agreement. Any
        Transfer from DoCoMo to NTT pursuant to the exercise by NTT of its
        rights under this Clause 5.5 shall not give rise to a right of first
        offer by the FPC Parties under the Shareholder Agreement and shall be a
        Transfer to a Permitted Transferee.

5.6     Upon any Transfer of PLDT Shares from NTT to DoCoMo, other than the
        initial transfer to which this Agreement is conditional as set out in
        Clause 2.1, the Parties shall discuss in good faith with a view to
        amending this Agreement as appropriate to effect the assignment of the
        right to nominate individuals for appointment as directors of PLDT and
        SMART in accordance with the new shareholding ratio of PLDT Shares as
        between NTT and DoCoMo on terms agreed in writing by all the Parties.

5.7     For the avoidance of doubt, in the event DoCoMo or NTT, as the case may
        be, does not exercise its right of first offer pursuant to Clause 5.4
        or Clause 5.5, FPC shall have the right of first offer on NTT's
        Transfer of such PLDT Shares or DoCoMo's Transfer of such PLDT Shares,
        as the case may be, pursuant to Clause 9(B) of the Shareholders
        Agreement.

5.8     Each of NTT and DoCoMo hereby agrees, for the benefit of the FPC
        Parties, that any Transfer of PLDT Shares from DoCoMo and/or any of its
        Affiliates to NTT and/or any of its Affiliates, other than a Transfer
        pursuant to Clause 5.5, shall not be a Transfer to a Permitted
        Transferee.

6       Certain corporate undertakings under Existing Agreements upon Transfer
        of PLDT Shares amounting to the First Minimum Shareholding Threshold
        from NTT to DoCoMo

6.1     Each of NTT, PLDT and the FPC Parties hereby grants DoCoMo the rights
        specified in Clauses 6.2.1 through 6.2.5 and 6.3 and each of DoCoMo,
        PLDT and the FPC Parties hereby grants NTT the rights specified in
        Clause 6.2.6.

6.2     PLDT board appointment

        6.2.1   In respect of NTT's right to nominate two (2) directors to the
                board of PLDT pursuant to the Existing Agreements, NTT and each
                of the FPC Parties shall, to the extent of the power conferred
                by the PLDT Shares owned, directly or indirectly, by it from
                time to time and to the extent permissible under Philippines
                laws or regulations:

                (i)    cast (or refrain from casting as appropriate) its votes
                       as a PLDT Shareholder,

                (ii)   lobby (as a PLDT Shareholder) the directors of PLDT; and

                (iii)  otherwise use its reasonable efforts as a PLDT
                       Shareholder,

                to procure a vote in favour of any resolution put to the
                meeting of PLDT Shareholders for the purpose of replacing one
                (1) existing NTT nominee on the board of PLDT with one (1)
                DoCoMo nominee.

        6.2.2   Upon the holdings of PLDT Shares by NTT, DoCoMo and their
                respective Subsidiaries reaching in aggregate twenty per cent.
                (20%) of the PLDT Shares then issued and outstanding, and
                thereafter for so long as DoCoMo, NTT and their respective
                Subsidiaries in the aggregate continue to hold PLDT Shares
                amounting to at least the Second Minimum Shareholding
                Threshold, NTT and each of the FPC Parties shall, to the extent
                of the power conferred by the PLDT Shares owned by it from time


                                       10
<PAGE>

                to time and to the extent permissible under Philippines laws or
                regulations:

                (i)   cast (or each of refrain from casting as appropriate)
                      its votes as a PLDT Shareholder,

                (ii)  lobby (as a PLDT Shareholder) the directors of PLDT; and

                (iii) otherwise use its reasonable efforts as a PLDT
                      Shareholder,

                to procure a vote in favour of any resolution put to the
                meeting of PLDT Shareholders for the purpose of effecting the
                election of one (1) additional DoCoMo nominee (who must be a
                Philippines national) as a director of PLDT; provided that
                DoCoMo's rights under this Clause 6.2.2 shall not be
                extinguished for a twelve (12) month period where NTT, DoCoMo
                and their respective Subsidiaries in aggregate hold PLDT Shares
                amounting to less than the Second Minimum Shareholding
                Threshold but ownership of full legal and beneficial title to
                more than fifteen per cent. (15%) of all PLDT Shares issued and
                outstanding from time to time if (a) failure by NTT, DoCoMo and
                their respective Subsidiaries in aggregate to maintain at least
                the Second Minimum Shareholding Threshold arises from NTT,
                DoCoMo and/or their respective Subsidiaries not taking up or
                exercising any of their rights or entitlements in the event of
                any issue, offer for subscription, offer for sale, placing,
                rights issue, open offer, capitalisation issue, consideration
                issue, or exchange of PLDT Shares which is conducted on a basis
                which is pro rata for all holders of PLDT Shares and (b) NTT
                and DoCoMo take their respective reasonable efforts to restore
                promptly their aggregate holdings of PLDT Shares to the Second
                Minimum Shareholding Threshold, and provided that DoCoMo's
                rights under this Clause 6.2.2 shall be extinguished
                automatically if NTT and DoCoMo fail to restore their aggregate
                holdings of PLDT Shares to the Second Minimum Shareholding
                Threshold within twelve (12) months of their aggregate holdings
                of PLDT Shares falling below the Second Minimum Shareholding
                Threshold.

        6.2.3   The DoCoMo nominee(s) to the board of PLDT under either or both
                of Clauses 6.2.1 and 6.2.2 may be the COA (if that position is
                filled by a nominee of DoCoMo at the time), or another senior
                representative of DoCoMo.

        6.2.4   In the event that DoCoMo determines not to nominate the one (1)
                additional DoCoMo nominee (who must be a Philippines national)
                as a director of PLDT (as contemplated in Clause 6.2.2), DoCoMo
                shall have, as an alternative to the nomination of such a
                director, the right to appoint one (1) other individual to
                attend and participate in (but not vote at) the meetings of the
                board of PLDT as a PLDT Advisory Board Member; for the
                avoidance of doubt, DoCoMo shall have the right to terminate
                such appointment and/or replace the individual at any time.

        6.2.5   In the event Philippines laws and regulations permit PLDT to
                have a higher number of non-Philippines nationals as directors
                of PLDT than is the case as at the Effective Date, then NTT,
                DoCoMo and FPC will discuss in good faith the manner by which a
                higher number of non-Philippines nationals may join as
                directors of the board of PLDT as between each of them.

        6.2.6   In the exceptional event that the remaining NTT nominee on the
                board of PLDT is unable to attend (either in person or by
                telephone), for exceptional reasons, a meeting of the board of
                PLDT, NTT shall have the right to appoint one (1) other


                                       11
<PAGE>

                individual, selected from its then existing Advisors to PLDT or
                SMART or among its senior employees, to attend such meeting as
                an observer; for the avoidance of doubt, NTT shall have the
                right to terminate such appointment and/or replace the
                individual at any time prior to the meeting.

6.3     SMART board appointments

        6.3.1   In respect of NTT's right to nominate two (2) directors to the
                board of SMART pursuant to the Existing Agreements, NTT and
                each of the FPC Parties shall, to the extent of the power
                conferred by the PLDT Shares owned by it from time to time and
                to the extent permissible under Philippines laws or
                regulations:

                (i)   cast (or refrain from casting as appropriate) its votes as
                      a PLDT Shareholder, as applicable,

                (ii)  lobby (as a PLDT Shareholder) the directors of PLDT; and

                (iii) otherwise use its reasonable efforts as a PLDT
                      Shareholder,

                to procure that PLDT casts its vote in favour of any resolution
                put to the meeting of SMART Shareholders for the purpose of
                replacing one (1) existing NTT nominee on the board of SMART
                with one (1) DoCoMo nominee (who must be a Philippines
                national).

        6.3.2   Upon the holdings of PLDT Shares by NTT, DoCoMo and their
                respective Subsidiaries reaching in aggregate twenty per cent.
                (20%) of the PLDT Shares then issued and outstanding, and
                thereafter for so long as DoCoMo, NTT and their respective
                Subsidiaries in the aggregate continue to hold PLDT Shares
                amounting to at least the Second Minimum Shareholding
                Threshold, NTT and each of the FPC Parties shall, to the extent
                of the power conferred by the PLDT Shares owned by it from time
                to time and to the extent permissible under Philippines laws or
                regulations:

                (i)   cast (or refrain from casting as appropriate) its votes as
                      a PLDT Shareholder, as applicable,

                (ii)  lobby (as a PLDT Shareholder) the directors of PLDT; and

                (iii) otherwise use its reasonable efforts as a PLDT
                      Shareholder,

                to procure that PLDT casts its vote in favour of any resolution
                put to the meeting of SMART Shareholders for the purpose of
                effecting the election of one (1) additional DoCoMo nominee
                (who must be a Philippines national) as a director of SMART;
                provided that DoCoMo's rights under this Clause 6.3.2 shall not
                be extinguished for a twelve (12) month period where NTT,
                DoCoMo and their respective Subsidiaries in aggregate hold PLDT
                Shares amounting to less than the Second Minimum Shareholding
                Threshold but ownership of full legal and beneficial title to
                more than fifteen per cent. (15%) of all PLDT Shares issued and
                outstanding from time to time if (a) failure by NTT, DoCoMo and
                their respective Subsidiaries in aggregate to maintain at least
                the Second Minimum Shareholding Threshold arises from NTT,
                DoCoMo and/or their respective Subsidiaries not taking up or
                exercising any of their rights or entitlements in the event of
                any issue, offer for subscription, offer for sale, placing,
                rights issue, open offer, capitalisation issue, consideration
                issue, or exchange of PLDT Shares which is conducted on a basis
                which is pro rata for all holders of PLDT Shares and (b) NTT


                                       12
<PAGE>

                and DoCoMo take their respective reasonable efforts to restore
                promptly their aggregate holdings of PLDT Shares to the Second
                Minimum Shareholding Threshold, and provided that DoCoMo's
                rights under this Clause 6.3.2 shall be extinguished
                automatically if NTT and DoCoMo fail to restore their aggregate
                holdings of PLDT Shares to the Second Minimum Shareholding
                Threshold within twelve (12) months of their aggregate holdings
                of PLDT Shares falling below the Second Minimum Shareholding
                Threshold.

        6.3.3   In the event that DoCoMo  determines not to nominate the one (1)
                additional  DoCoMo nominee (who must be a Philippines national)
                as a director of SMART (as contemplated in Clause 6.3.2), PLDT
                shall, upon receiving written notice of such determination from
                DoCoMo, use its reasonable efforts to procure that SMART creates
                a SMART advisory board whose structure would be substantially
                similar to that of the PLDT Advisory Board. On and from the
                establishment of the SMART advisory board, DoCoMo shall have the
                right to appoint one (1) individual to attend and participate in
                (but not vote at) the meetings of the board of SMART as a SMART
                advisory board representative; for the avoidance of doubt,
                DoCoMo shall have the right to terminate such appointment and/or
                replace the individual at any time.

        6.3.4   In the event Philippines laws and regulations permit SMART to
                have a higher number of non-Philippines nationals as directors
                of SMART than is the case as at the Effective Date, then NTT,
                DoCoMo and FPC will discuss in good faith the manner by which a
                higher number of non-Philippines nationals may join as
                directors of the board of SMART as between each of them.

7       Amendments to Existing Agreements

7.1     The Parties who are parties to the Strategic Agreement and DoCoMo
        hereby agree to the following amendments to the Strategic Agreement:

        7.1.1   Section 8.3(d) of the Strategic Agreement is hereby amended to
                provide that Investments made, or the use of Assets allowed, by
                DoCoMo and the members of the NTT Group in SMART, SNMI and the
                other members of the PLDT Group at any time shall not be
                treated as restricted Investments in the Philippines for
                purposes of the said section 8.3.

        7.1.2   Section 8.4 of the Strategic Agreement and clause 5 of the
                Shareholders Agreement are hereby amended to provide that the
                relevant parties thereto will use reasonable efforts to procure
                that DoCoMo be entitled to appoint one (1) individual to attend
                any Committee of PLDT or SMART as a member, advisor or observer
                to the extent permitted under applicable laws, regulations and
                company articles; for the avoidance of doubt, DoCoMo shall have
                the right to terminate such appointment and/or replace the
                individual at any time.

        7.1.3   Section 11.4 of the Strategic Agreement is hereby deleted in
                its entirety and replaced by the provisions set out in Schedule
                2 hereto.

8       Further amendments to Existing Agreements - DoCoMo holds the Second
        Minimum Shareholding Threshold

8.1     The Parties who are parties to the Strategic Agreement and DoCoMo
        hereby agree to the following amendments to the Strategic Agreement,
        and the Parties who are parties to the Shareholders Agreement and
        DoCoMo agree to the following additional amendments to the Shareholders


                                       13
<PAGE>

        Agreement; provided always that the obligations created pursuant to
        these amendments on PLDT or any of the FPC Parties, and the rights
        accruing to DoCoMo pursuant to these amendments shall only take effect
        upon the holdings of PLDT Shares by NTT and DoCoMo and their respective
        Subsidiaries reaching in aggregate twenty per cent. (20%) of the PLDT
        Shares then issued and outstanding, and thereafter for so long as
        DoCoMo and NTT and their respective Subsidiaries in aggregate continue
        to hold at least the Second Minimum Shareholding Threshold:

        8.1.1   Section 9.5 of the Strategic Agreement be amended to provide
                additionally that to the extent any Proposed  Transaction would
                be an Investment in a Person who engaged or proposes to engage
                primarily in a business which is or would be in direct
                competition for the same or substantially the same business
                opportunities or customer base for the same or substantially
                the same  products or services with a Competing Business carried
                on by DoCoMo, or which DoCoMo has announced publicly an
                intention (and continues to intend) to carry on, PLDT will first
                consult with DoCoMo no later than thirty (30) calendar days
                prior to the first submission to the board of PLDT, Joint Mancom
                or PLDT Mancom for approval for any such Investment. In such
                event, an appropriate and duly authorised representative of
                DoCoMo shall be entitled to participate in internal discussions
                or meetings in PLDT with respect to such Investment.

        8.1.2   Clause 6 of the Shareholders Agreement be amended to provide
                additionally that each of NTT, PLDT and each of the FPC Parties
                severally agrees and warrants to DoCoMo that, it shall, to the
                extent of the power conferred by the PLDT Shares owned by it
                from time to time and to the extent permissible under
                Philippines laws or regulations:

                (i)   cast (or refrain from casting as appropriate) its votes as
                      a PLDT Shareholder, as applicable,

                (ii)  lobby (as a PLDT Shareholder) the directors of PLDT; and

                (iii) otherwise use its reasonable efforts as a PLDT
                      Shareholder,

                to procure that SMART does not (a) cease to carry on its
                business, (b) dispose of all its Assets (as defined in the
                Strategic Agreement), or any substantial part thereof, (c)
                issue any Common Capital Stock (including any securities
                convertible to Common Capital Stock), (d) merge or consolidate
                with or into any entity, or (e) promote or take any step to
                effect winding up or liquidation, without PLDT first consulting
                with DoCoMo no later than thirty (30) calendar days prior to
                the first submission to the board of PLDT or SMART, or SMART
                Mancom for approval for any such action. In such event, an
                appropriate and duly authorised representative of DoCoMo shall
                be entitled to participate in the internal discussions or
                meetings in PLDT or SMART with respect to such intended
                action(s).

        8.1.3   Section 11.2 of the Strategic Agreement be amended to provide
                additionally that in the event PLDT seeks to transfer, and seeks
                to cause any member of the PLDT Group to transfer, any SMART
                Common Capital Stock to any Person who is not a member of the
                PLDT Group, PLDT will first consult with DoCoMo no later than
                thirty (30) calendar days prior to the first submission to the
                board of PLDT, Joint Mancom or PLDT Mancom for approval for any
                such transfer. In such event, an appropriate and duly authorised
                representative of DoCoMo shall be entitled to participate in the



                                       14
<PAGE>

                internal discussions or meetings in PLDT with respect to such
                intended transfer,

         provided that DoCoMo's rights under this Clause 8.1 shall not be
         extinguished for a twelve (12) month period where NTT, DoCoMo and their
         respective Subsidiaries in aggregate hold PLDT Shares amounting to less
         than the Second Minimum Shareholding Threshold but ownership of full
         legal and beneficial title to more than fifteen per cent. (15%) of all
         PLDT Shares issued and outstanding from time to time if (a) failure by
         NTT, DoCoMo and their respective Subsidiaries in aggregate to maintain
         at least the Second Minimum Shareholding Threshold arises from NTT,
         DoCoMo and/or their respective Subsidiaries not taking up or exercising
         any of their rights or entitlements in the event of any issue, offer
         for subscription, offer for sale, placing, rights issue, open offer,
         capitalisation issue, consideration issue, or exchange of PLDT Shares
         which is conducted on a basis which is pro rata for all holders of PLDT
         Shares and (b) NTT and DoCoMo take their respective reasonable efforts
         to restore promptly their aggregate holdings of PLDT Shares to the
         Second Minimum Shareholding Threshold, and provided that DoCoMo's
         rights under this Clause 8.1 shall be extinguished automatically if NTT
         and DoCoMo fail to restore their aggregate holdings of PLDT Shares to
         the Second Minimum Shareholding Threshold within twelve (12) months of
         their aggregate holdings of PLDT Shares falling below the Second
         Minimum Shareholding Threshold.

9       Additional rights in favour of DoCoMo

9.1     NTT, PLDT and the FPC Parties hereby grant DoCoMo the additional rights
        specified in this Clause 9.1.

        i-mode

        9.1.1   Subject to necessary approval of, clearance of and registration
                with the DITTB (as defined in the Strategic Agreement), DoCoMo
                shall and PLDT shall procure that SMART will execute an
                agreement between SMART and DoCoMo to implement i-mode on the
                agreed terms.

        W-CDMA

        9.1.2   PLDT and DoCoMo each agree in principle, to collaborate with
                each other in the business development, roll-out and use of
                W-CDMA mobile communication network ("W-CDMA") on the agreed
                terms as set out in Schedule 1 to this Agreement.

        Alliance

        9.1.3   PLDT will, to the extent of the power conferred by its direct
                or indirect shareholding in SMART, procure that SMART will:

                (i)    become a member of a strategic alliance group for the
                       purpose of (a) international roaming, including preferred
                       roaming and the lowest inter operator tariff ("IOT") and
                       (b) corporate sales and services (the "Alliance") at or
                       as soon as is reasonably practicable after the inception
                       of the Alliance, provided that:

                       (a)      members of the Alliance include DoCoMo and a
                                meaningful number of other international
                                telecommunications operators; and


                                       15
<PAGE>


                        (b)     the Alliance will have a reasonable prospect of
                                generating meaningful commercial benefits for
                                its members in the medium term, taking into
                                account the criteria for entry into the
                                Alliance, the continuing obligations of members
                                and other terms of membership, the identity and
                                geographical reach of the existing and likely
                                future members, the likely scope and rate of
                                expansion of membership, the likely growth and
                                growth rates of roaming traffic and tariff, and
                                other relevant factors;

                (ii)    not enter into:

                        (a)     any contract, understanding or arrangement with
                                any Person (and its Affiliates) carrying on a
                                Competing Business in Japan; or

                        (b)     any material contract, understanding or
                                arrangement with any Person (and its Affiliates)
                                carrying on a Competing Business in the
                                territories other than in Japan,

                         relating to preferred roaming or the lowest IOT with
                         any Person carrying on a Competing Business in Japan
                         and its Affiliates for a period of six (6) months from
                         the date of this Agreement, without the prior written
                         consent of DoCoMo; and

                (iii)    enter into a business relationship concerning preferred
                         roaming and lowest IOT with DoCoMo as soon as possible,
                         but in any event not later than 30 April 2006, on terms
                         to be negotiated and agreed in good faith.

                Advisors

        9.1.4   PLDT will, and will to the extent of the power conferred by its
                direct or indirect shareholding in SMART use reasonable efforts
                to procure that PLDT and SMART will, receive at a minimum the
                specified aggregate number of Advisors entitled to be provided
                by NTT and DoCoMo (together), in accordance with the timetable
                set out below in this Clause 9.1.4, and PLDT, NTT and DoCoMo
                agree to review these number and the time periods from time to
                time, having due regard to the status and requirements of the
                on-going projects in which the Advisors are engaged. The number
                of Advisors entitled to be provided by NTT and DoCoMo (together)
                hereunder includes the Advisors as at the date of this Agreement
                and the additional Advisors to be provided by NTT and DoCoMo
                (together) pursuant to this Clause 9.1.4 will be retained on
                terms and conditions (including as to cost) which are the same
                as, or substantially similar to, those set out in the Advisory
                Services Agreement.

<TABLE>

<CAPTION>

                Period (all dates inclusive)      Aggregate minimum number of
                                                  Advisors to be provided by NTT
                                                  and DoCoMo (together)

                <S>                               <C>

                Effective Date to 30 June 2006                9
                1 July 2006 to 31 March 2007                  8
                1 April 2007 to 31 March 2009                 6
                1 April 2009 and therafter                    5

</TABLE>


                                       16
<PAGE>

                Transitional arrangements

        9.1.5   The Parties hereby agree and acknowledge that:

                (i)     the COA, who is currently appointed by NTT but shall be
                        replaced by a nominee of DoCoMo on or before 1 July
                        2006 in accordance with Clause 4.3 (or earlier by
                        mutual agreement between NTT and DoCoMo), is currently
                        a director of the board of PLDT, an observer at
                        meetings of the board of SMART, and an advisor to each
                        of SMART Mancom, PLDT Mancom and Joint Mancom;

                (ii)    as from the Effective Date, DoCoMo will have the right
                        to appoint a senior technical advisor to SMART ("Senior
                        Technical Advisor"), on terms and conditions (including
                        as to cost) which are the same as, or substantially
                        similar to, those set out in the Advisory Services
                        Agreement. For the avoidance of doubt, the Senior
                        Technical Advisor will constitute one of the Advisors
                        to be provided by NTT and DoCoMo (together) as set out
                        in Clause 9.1.4;

                (iii)   the Senior Technical Advisor will automatically assume
                        the role of COA upon the replacement of the existing COA
                        in accordance with Clause 9.1.5(i). At such time, this
                        new COA will, consistent with the roles of the previous
                        COA, be entitled to be an observer at meetings of the
                        board of SMART, an advisor to each of SMART Mancom, PLDT
                        Mancom and Joint Mancom, and a director of the board of
                        PLDT (provided DoCoMo has elected to nominate the new
                        COA as one of its permitted nominee directors to be
                        nominated to the PLDT board as provided for in Clause
                        6.2 of this Agreement, and the COA has been so
                        nominated)and will in addition be a member or an advisor
                        (as the case may be) to each of PLDT MRSB and SMART MRP,
                        provided that, from time to time, the COA may delegate
                        to another DoCoMo Adviser the right to attend meetings
                        of PLDT MRSB or SMART MRP; and

                (iv)    prior to becoming the new COA, the Senior Technical
                        Advisor will be entitled to be an observer at meetings
                        of the board of SMART, an advisor to each of SMART
                        Mancom, PLDT Mancom and Joint Mancom, and a director of
                        the board of PLDT (provided DoCoMo has elected to
                        nominate the Senior Technical Advisor as one of its
                        permitted nominees of directors to the PLDT board as
                        provided for in Clause 6.2 of this Agreement, and the
                        Senior Technical Advisor has been so nominated and has
                        not assumed the role of the COA). If the Senior
                        Technical Advisor has not been nominated as a director
                        to the board of PLDT, he/she may attend as an observer
                        at meetings of the board of PLDT for a period of not
                        longer than eighteen (18) months from the date on which
                        he/she is appointed Senior Technical Advisor pursuant to
                        Clause 9.1.5(ii) above. If the Senior Technical Advisor
                        has been nominated as a director to the board of PLDT,
                        DoCoMo shall have as an alternative the right to send a
                        Tokyo-based representative to attend as an observer at
                        meetings of the board of PLDT for a period of not longer
                        than eighteen (18) months from the date of this
                        Agreement.

9.2     Lock-Up


                                       17
<PAGE>


        9.2.1   Prior to and including the third anniversary of the Effective
                Date, DoCoMo shall not without the prior written consent of the
                FPC Parties and the FPC Parties shall not without the prior
                written consent of DoCoMo, Transfer, or create or permit to
                exist any Encumbrance on any of their respective PLDT Shares,
                other than an Encumbrance as set out in Schedule 3 hereto (the
                "Existing Encumbrances") or Transfer as permitted under the
                Shareholders Agreement. For the avoidance of doubt:

                (i)     DoCoMo's consent is not required with respect to any
                        Existing Encumbrances on any of the Parties' (other
                        than DoCoMo's) respective PLDT Shares, provided such
                        Existing Encumbrances have been previously permitted
                        under clause 11(A) of the Shareholders Agreement;

                (ii)    DoCoMo's consent is not required with respect to any
                        Transfer pursuant to any rights of any third party
                        under any Existing Encumbrances on any of the FPC
                        Parties' respective PLDT Shares, provided such Existing
                        Encumbrances and any third party rights of Transfer
                        arising thereunder have been previously permitted by
                        NTT; and

                (iii)   nothing contained in this Clause 9.2 shall prevent NTT
                        from transferring its PLDT Shares to DoCoMo, the FPC
                        Parties or any third party in accordance with the
                        provisions of this Agreement and the Existing
                        Agreements.

        9.2.2   In the event DoCoMo or a FPC Party receives a notice pursuant
                to clause 11(A)(ii)(c) of the Shareholders Agreement in
                relation to an Encumbrance or a Transfer other than those
                Existing Encumbrances or Transfers contemplated under Clauses
                9.2.1(i) and 9.2.1(ii), the obligations of the Party receiving
                such a notice under Clause 9.2.1 shall automatically terminate.

10      Restriction on share acquisitions

10.1    Each of NTT and DoCoMo hereby agrees and warrants to each of the FPC
        Parties that:

        (a)     it shall not, and shall procure that its representatives,
                advisers, and Subsidiaries and Affiliates and their respective
                representatives and advisers shall not, directly or indirectly,
                acquire, seek to acquire or enter into any arrangement
                concerning PLDT Shares which will or may result in NTT, DoCoMo
                and their respective Subsidiaries and Affiliates together
                holding, or having legal, beneficial or economic interests in
                PLDT Shares which represent in aggregate more than twenty-one
                per cent. (21%) of all PLDT Shares issued and outstanding from
                time to time, provided that NTT and DoCoMo shall not be liable
                for any breach of this Clause 10.1(a) if the aggregate holding
                of NTT, DoCoMo and their respective Subsidiaries and Affiliates
                exceeds such twenty-one per cent. (21%) limit as a result of any
                share repurchase or return of capital by PLDT  which is
                conducted  otherwise than on a basis which is pro rata for all
                holders of PLDT Shares; and

        (b)     where the aggregate holding of NTT, DoCoMo and their respective
                Subsidiaries and Affiliates exceeds such twenty-one per cent.
                (21%) limit, the Acting Party shall notify promptly the FPC
                Parties of that fact setting out the extent of the excess and
                shall within twelve (12) months following a notice from FPC,
                sell or otherwise  transfer its full legal and beneficial title
                in  respect of all such number of PLDT Shares which represents
                the excess above such twenty-one per cent. (21%) limit and



                                       18
<PAGE>

                pending completion of such sale or transfer, refrain from
                exercising any right attached to the number of PLDT Shares
                specified in the notice from FPC and all rights attached to the
                specified  number of PLDT Shares held by it shall be suspended.

10.2    Subject to Clause 10.3, in the event of any breach of Clause 10.1, the
        FPC Parties shall have the right to terminate their respective rights
        and obligations under this Agreement and the Existing Agreements
        forthwith by written notice to each of PLDT, NTT and DoCoMo, provided
        that such termination shall be without prejudice to any right, benefit,
        liability or obligation which has accrued to the FPC Parties in respect
        of any matter, undertaking or condition under any such agreements and
        which has not been observed, performed or discharged in full prior to
        such termination.

10.3    In the event of any breach of Clause 10.1(a) as a result of some
        unintentional act by NTT, DoCoMo or any of their respective
        Subsidiaries or Affiliates, the FPC Parties shall have their respective
        rights to terminate their rights and obligations under this Agreement
        and the Existing Agreements at the end of the twelve (12) months
        following the notice from FPC under Clause 10.1(b), where within that
        twelve (12) months, the relevant parties have not sold or otherwise
        transferred their full legal and beneficial title in respect of all
        such number of PLDT Shares which represents the excess above such
        twenty-one per cent. (21%) limit.

10.4    Each of PLDT, NTT and DoCoMo hereby agrees that the restriction and
        right of termination in Clauses 10.1, 10.2 and 10.3 respectively are
        solely for the benefit of the FPC Parties and shall terminate only:

        10.4.1  When:

                (i)     the rights and obligations of the FPC Parties under
                        this Agreement and the Existing Agreements terminate
                        pursuant to Clause 10.2 or 10.3;

                (ii)    the rights and obligations of DoCoMo and NTT and their
                        respective Subsidiaries under this Agreement and the
                        Shareholders Agreement terminate and the Strategic
                        Arrangements (as defined under the Strategic Agreement)
                        between NTT, DoCoMo and PLDT terminate, pursuant to
                        Clause 13.2.1;

                (iii)   the rights and obligations of the FPC Parties and their
                        Subsidiaries under this Agreement and the Existing
                        Agreements terminate pursuant to Clause 13.2.2; or

                (iv)    this Agreement terminates pursuant to Clause 13.1; or

        10.4.2  when FPC and its Subsidiaries and Affiliates together hold or
                have legal, beneficial or economic interests in PLDT Shares
                which  represent in aggregate less than twenty-one per cent.
                (21%) of all PLDT Shares issued and  outstanding from time to
                time; provided that (a) the restriction and right of termination
                in Clauses 10.1, 10.2 and 10.3 respectively shall not terminate
                where such parties together hold or have interests in PLDT
                Shares which represent in aggregate less than twenty-one per
                cent. (21%) but more than eighteen and a half per cent. (18.5%)
                of all PLDT Shares issued and outstanding from time to time; and
                (b) such parties restore their aggregate holdings of PLDT Shares
                to such twenty-one per cent. (21%) level (or more) within
                twelve (12)  months of the date they first fall below the
                twenty-one per cent. (21%) level.



                                       19
<PAGE>

11      Support

        Each of NTT, DoCoMo and each of the FPC Parties hereby agrees and
        warrants that it will, to the extent permissible under applicable laws
        and regulations of the Philippines and other jurisdictions, cast its
        votes as a PLDT Shareholder in support of any resolution proposed at
        meetings of PLDT Shareholders by the board of directors of PLDT whose
        purpose is to safeguard PLDT from a Hostile Transferee, it being
        understood and agreed, however, that if, in the reasonable
        determination of NTT, DoCoMo, or a FPC Party such action would or might
        violate any applicable law or regulation, then such a Party shall not
        be bound by its obligation under this Clause 11. PLDT agrees that such
        a resolution of the board of the directors of PLDT will only be
        proposed if it is a reasonable resolution based on proper grounds,
        having regard to the interest of PLDT as a whole and the proper
        exercise by the directors of PLDT of their fiduciary duties to PLDT.
        For the purposes of this Clause 11, a "Hostile Transferee" shall mean
        any Person (other than NTT, DoCoMo, FPC or any of their respective
        Affiliates) determined to be so by the board of directors of PLDT and
        shall include, without limitation, a Person who announces an intention
        to acquire, seeks to acquire or acquires thirty per cent. (30%) or more
        of the PLDT Shares then issued and outstanding from time-to-time or
        having (by itself or together with itself) acquired thirty per cent.
        (30%) or more of such PLDT Shares announces an intention to acquire,
        seeks to acquire or acquires a further two per cent. (2%) of such PLDT
        Shares (a) at a price per share which is less than the fair market
        value of a PLDT Share as determined by the board of PLDT as advised by
        a professional financial advisor, (b) which is subject to conditions
        which are subjective or which could not reasonably be satisfied, (c)
        without making an offer for all PLDT Shares not held by it and/or its
        Affiliates and/or Persons who, pursuant to an agreement or
        understanding (whether formal or informal), actively cooperate to
        obtain or consolidate Control over PLDT, (d) whose offer for PLDT
        Shares is unlikely to succeed or (e) whose intention is otherwise not
        bona fide; provided that, no Person shall be a Hostile Transferee
        unless prior to making such determination, the board of directors of
        PLDT shall have used reasonable efforts to discuss with NTT and DoCoMo
        in good faith regarding whether such Person should be considered a
        Hostile Transferee.

12      Provision of PLDT's financial information

12.1    If DoCoMo and/or NTT Holding (together with DoCoMo, the "NTT Holding
        Group" for the purpose of this Clause 12) are required in the
        preparation of its statutory financial statements under and in
        accordance with GAAP in the United States ("U.S. GAAP") to reflect
        their respective interests in PLDT Shares using the equity method, PLDT
        shall provide DoCoMo with all financial information in relation to PLDT
        that is necessary to satisfy such reporting obligations, including the
        information below;

                (i)    To be provided within ninety (90) calendar days
                       following the end of each relevant quarterly fiscal
                       period (ended on 31 March, 30 June, 30 September of
                       every calendar year):

                       (a)      unaudited year-to-date consolidated financial
                                statements in accordance with GAAP in the
                                Philippines ("Philippines GAAP"); and

                       (b)      unaudited and summarized year-to-date
                                consolidated financial statements in accordance
                                with U.S. GAAP, which include at least PLDT's
                                net income and shareholders' equity for the
                                relevant fiscal period;



                                       20
<PAGE>

                (ii)    To be provided by no later than 10 April of every
                        calendar year:

                        (a)     audited annual consolidated financial statements
                                in accordance with Philippines GAAP in respect
                                of the preceding calendar year; and

                        (b)     unaudited and summarized annual consolidated
                                financial statements in accordance with U.S.
                                GAAP, which at least include PLDT's net income
                                and shareholders' equity in respect of the
                                preceding calendar year;

                (iii)   To be provided by no later than 10 September of every
                        calendar year:

                        (a)     audited consolidated financial statements in
                                accordance with U.S. GAAP in respect of the
                                preceding calendar year;

                        (b)     audit report in accordance with the generally
                                applicable auditing standards in the United
                                States furnished and attached to Clause 12.1
                                (iii)(a) by PLDT's independent auditor; and

                        (c)     consent letter furnished by PLDT's independent
                                auditor in respect of Clause 12.1(iii)(b);

                Once NTT Holding Group is no longer required to account for
                PLDT as an equity-method affiliate in its statutory financial
                statements under and pursuant to U.S. GAAP, PLDT shall provide
                year-to-date financial information specified in Clause 12.1(i)
                or (ii), depending on the timing of the change such NTT Holding
                Group's accounting treatment of PLDT, for the quarterly fiscal
                period immediately after the change.

12.2    DoCoMo shall ensure that all incremental costs and expenses reasonably
        incurred by PLDT and other members of the PLDT Group with respect to
        preparing and providing the U.S. GAAP-based information pursuant to
        Clauses 12.1(i), (ii) and/or (iii) will be reimbursed promptly and in
        full by the NTT Holding Group.

12.3    If NTT Holding Group is required to include separate financial
        statements of PLDT in its filings with the U.S. SEC pursuant to
        Regulation S-X, PLDT shall provide the documents specified in Clauses
        12.1(iii)(a), (b) and (c) for three (3) fiscal years after the last
        fiscal year of the NTT Holding Group in which PLDT is significant to
        NTT Holding Group as determined pursuant to Regulation S-X.

12.4    DoCoMo hereby agrees and undertakes for itself and on behalf of NTT
        Holding that PLDT will not incur any liability whatsoever towards
        DoCoMo and/or NTT Holding in failing to perform any of PLDT's
        obligations under this Clause 12 where such failure arises from the
        default of any third party(ies), any event(s) beyond the control of
        PLDT or any event(s) not reasonably foreseeable by PLDT.

13      Termination

13.1    This Agreement shall continue in full force and effect without limit in
        point of time until the earliest of:

        13.1.1   the termination of this Agreement pursuant to a written
                 agreement of the Parties;

        13.1.2   the adoption of an effective resolution or issuance of a
                 binding order for the winding-up of PLDT other than to effect a
                 scheme of merger or amalgamation; and



                                       21
<PAGE>

        13.1.3   the termination of the Shareholders Agreement and the Strategic
                 Agreement for whatever reason,

        provided that this Agreement shall cease to have effect as regards any
        Party who ceases to hold any PLDT Shares save for and only to the
        extent of provisions which are expressed to continue in force after
        termination.

13.2    The Parties who are parties to the Shareholders Agreement hereby agree
        to delete clauses 14(A) and 14(C) of the Shareholders Agreement thereof
        in its entirety, and the Parties agree as follows:

        13.2.1   If DoCoMo and NTT and their respective Subsidiaries cease to
                 own, in aggregate, full legal and beneficial title to PLDT
                 Shares representing at least ten per cent. (10%) of all PLDT
                 Shares issued and outstanding from time to time, their
                 respective rights and obligations under this Agreement and the
                 Shareholders Agreements shall terminate and the Strategic
                 Arrangements (as defined in the Strategic Agreement) between
                 NTT, DoCoMo and PLDT shall terminate pursuant to Section 12.2
                 thereof, provided that in the event that aggregate ownership of
                 PLDT Shares of DoCoMo and NTT and their respective Subsidiaries
                 is reduced below such ten per cent. (10%) threshold as a result
                 of PLDT Shares which were not Outstanding (as defined in the
                 Shareholders Agreement) (as defined in the Shareholders
                 Agreement) becoming Outstanding, no rights and obligations
                 under this Agreement and the Existing Agreements shall
                 terminate unless, on the sixtieth (60th) calendar day following
                 written notice by PLDT to both NTT and DoCoMo notifying that
                 NTT and DoCoMo and their respective Subsidiaries have ceased to
                 own, in aggregate, PLDT Shares representing at least ten per
                 cent. (10%) of PLDT Shares issued and outstanding from time to
                 time, NTT and DoCoMo and their respective Subsidiaries do not
                 own, in aggregate, PLDT Shares amounting such ten per cent.
                 (10%).

        13.2.2   If the FPC Parties and their respective Subsidiaries cease to
                 have, directly or indirectly, effective  voting power in
                 respect of PLDT Shares representing at least eighteen and a
                 half per cent. (18.5%) of all PLDT Shares issued and
                 outstanding from time to time, their respective rights and
                 obligations under this Agreement and the Existing  Agreements
                 shall terminate, provided that in the event that effective
                 voting power in respect of PLDT Shares of the FPC Parties and
                 their respective Subsidiaries is reduced below such eighteen
                 and a half per cent. (18.5%) threshold as a result of PLDT
                 Shares which were not Outstanding (as defined in the
                 Shareholders Agreement) becoming Outstanding, no rights and
                 obligations under this Agreement and the Existing  Agreements
                 shall terminate unless, on the sixtieth (60th) calendar day
                 following written notice by PLDT to the FPC Parties notifying
                 that the FPC Parties and their respective Subsidiaries have
                 ceased to have, directly or indirectly, effective voting power
                 in respect of PLDT Shares representing at least eighteen and a
                 half per cent. (18.5%) of all PLDT Shares issued and
                 outstanding from time to time, the FPC Parties and their
                 respective Subsidiaries do not have, directly or indirectly,
                 effective voting power in respect of such eighteen and a half
                 per cent. (18.5%).

13.3     Termination of this Agreement in relation to any Party shall be without
         prejudice to any right, benefit, liability or obligation which has
         accrued to such Party in respect of any matter, undertaking or
         condition under this Agreement and which has not been observed,
         performed or discharged in full by the Party prior to such termination.


                                       22
<PAGE>

14       General

14.1     Conflict with the Existing Agreements

         To the extent of any inconsistency between the provisions of this
         Agreement and the provisions of the Existing Agreements, the provisions
         of this Agreement shall prevail and accordingly the Parties shall
         exercise all their voting and other rights and powers in respect of
         PLDT so as to give effect to the provisions of this Agreement.

14.2     No partnership

         Nothing in this Agreement shall be deemed to constitute a partnership
         among the Parties nor constitute any Party the agent of any other Party
         for any purpose. Notwithstanding anything provision to the contrary in
         this Agreement, the obligations and liability of NTT and DoCoMo under
         this Agreement shall be several (but not joint and several or
         solidary), and the obligations and liability of PLDT and the FPC
         Parties under this Agreement shall be several (but not joint and
         several or solidary).

14.3     No Waiver

         No delay or omission by any Party to exercise any right or power under
         this Agreement or pursuant to applicable law shall impair such right or
         power to be construed as a waiver thereof. A waiver by any Party of any
         covenant or breach shall not be construed to be a waiver of any other
         covenant or succeeding breach.

14.4     Entire Agreement

         This Agreement contains the entire agreement among the Parties with
         respect to the subject matters hereof and supersedes all prior
         agreements and undertakings among the Parties relating to the subject
         matters hereof.

14.5     Variation

         No variation of this Agreement shall be effective unless in writing and
         signed by or on behalf of each of the Parties.

14.6     Assignment

         The Parties shall not assign or transfer all or any part of their
         rights or obligations under this Agreement nor any benefit arising
         under or out of this Agreement without the prior written consent of the
         other Parties (such consent not to be unreasonably withheld).

14.7     Further assurance

         At any time after this Agreement becomes effective, the Parties shall,
         and shall use all reasonable endeavours to procure that any necessary
         third Party shall, at the cost of the relevant Party execute such
         documents and do such acts and things as that Party may reasonably
         require for the purpose of giving to that Party the full benefit of all
         the provisions of this Agreement.

14.8     Invalidity

         If any provision in this Agreement shall be held to be illegal, invalid
         or unenforceable, in whole or in part, under any enactment or rule of
         law, such provision or part shall to that extent be deemed not to form
         part of this Agreement but the legality, validity and enforceability of
         the remainder of this Agreement shall not be affected.


                                       23
<PAGE>


14.9     Counterparts

         This Agreement may be entered into in any number of counterparts, all
         of which taken together shall constitute one and the same instrument.
         Any Party may enter into this Agreement by signing any such
         counterpart.

14.10    Notices

         14.10.1 Any notice or other communication in connection with this
                 Agreement shall be in writing in English (a "Notice") and shall
                 be sufficiently given or served if delivered or sent:

                 In the case of PLDT, to:

                 Address:       Ramon Cojuangco Building
                                Makati Avenue
                                Makati City
                                Metro Manila
                                Philippines

                Fax:            +632 888-0686

                Attention:      The Corporate Secretary


                 in the case of FPC, to:

                Address:        24th Floor, Two Exchange Square,
                                8 Connaught Place
                                Central
                                Hong Kong

                Fax:            +852 2810-4313

                Attention:      The Company Secretary


                in the case of Metro, to:

                Address:        10th Floor, MGO Building,
                                Legazpi Corner Dela Rosa Street
                                Legazpi Village
                                Makati City
                                Metro Manila
                                Philippines

                Fax:            +632 888 1011 or +632 888 1012

                Attention:      Att. Antonio A. Picazo

                                The Corporate Secretary

                                with a copy to FPC

                Address:        24th Floor, Two Exchange Square,
                                8 Connaught Place
                                Central


                                       24
<PAGE>

                                Hong Kong

                Fax:            +852 2810-4313

                Attention:      The Company Secretary


                in the case of MALH, to:

                Address:        10th Floor, MGO Building,
                                Legazpi Corner Dela Rosa Street
                                Legazpi Village
                                Makati City
                                Metro Manila
                                Philippines

                Fax:            +632 888 1011 or +632 888 1012

                Attention:      Att. Antonio A. Picazo

                                The Corporate Secretary

                                with a copy to FPC

                Address:        24th Floor, Two Exchange Square,
                                8 Connaught Place
                                Central
                                Hong Kong

                Fax:            +852 2810-4313

                Attention:      The Company Secretary


               in the case of MPRI, to:

                Address:        18th Floor, Liberty Centre
                                104 H.V. de la Costa Street
                                Salcedo Village
                                Makati City
                                Metro Manila
                                Philippines

                Fax:            +632 888 1011 or +632 888 1012

                Attention:      Att. Antonio A. Picazo

                                The Corporate Secretary

                                with a copy to FPC

                Address:        24th Floor, Two Exchange Square,
                                8 Connaught Place
                                Central
                                Hong Kong

                Fax:            +852 2810-4313



                                       25
<PAGE>

                Attention:      The Company Secretary


                in the case of LBV, to:

                Address:        Rokin 55

                                1012 KK  Amsterdam
                                the Netherlands

                Fax:            +31 20 521 47 03 or 52 14 779

                Attention:      MeesPierson Intertrust B.V. for the attention of
                                Mr. Gerard Jan van Spall/Mr. David Jaarsma with
                                a copy to FPC

                Address:        24th Floor, Two Exchange Square,
                                8 Connaught Place
                                Central
                                Hong Kong

                Fax:            +852 2810-4313

                Attention:      The Company Secretary


                in the case of MPAH, to:

                Address:        18th Floor, Liberty Centre
                                104 H.V. de la Costa Street
                                Salcedo Village
                                Makati City
                                Metro Manila
                                Philippines

                Fax:            +632 888 1011 or +632 888 1012

                Attention:      Att. Antonio A. Picazo

                                The Corporate Secretary

                                with a copy to FPC

                Address:        24th Floor, Two Exchange Square,
                                8 Connaught Place
                                Central
                                Hong Kong

                 Fax:           +852 2810-4313

                 Attention:     The Company Secretary


                 in the case of NTT, to:

                 Address:       1-6 Uchisaiwai-cho, 1-Chome Chiyoda-ku, Tokyo
                                100-8019, Japan


                                       26
<PAGE>


                 Fax:           +813-3539-3079

                 Attention:     General Manager, Legal Department

                                with a copy to Skadden, Arps, Meagher & Flom LLP

                                Address:  1-6-1 Roppongi, Minato-ku, Tokyo
                                          106-6021, Japan

                                Fax:      +813-3568-2626

                                Attention: Managing Partner


                 in the case of DoCoMo, to:

                 Address:        41st floor, 11-1 Nagata-cho 2-Chome,
                                 Chiyoda-Ku, Tokyo 100-6150 Japan

                 Fax:            +81-3-5156-0204

                 Attention:      Managing Director, Global Business Department


                 or to such other address or fax number as the relevant Party
                 may have notified to the other Parties in accordance with this
                 Clause.

        14.10.2  Any Notice may be delivered by hand or sent by fax or prepaid
                 post (airmail in the case of international service). Without
                 prejudice to the foregoing, any Notice shall conclusively be
                 deemed to have been received on the next Business Day in the
                 place to which it is sent (if sent by fax) or seventy-two (72)
                 hours from the time of posting (if sent by post) or at the time
                 of delivery (if delivered by hand).

14.11   Governing law

        This Agreement shall be governed by and construed in accordance with
        the laws of the Philippines.

14.12   Dispute resolution

        14.12.1  Any dispute, controversy, claim or difference arising out of or
                 in connection with this Agreement including any dispute
                 regarding the breach, termination or validity hereof
                 ("Dispute") shall, upon written request ("Request") of any
                 Party, be referred to senior representatives of the relevant
                 Parties for resolution through mutual consultation. The senior
                 representatives shall meet as soon as practicable and attempt
                 in good faith to resolve the Dispute.

        14.12.2  Any Dispute that is not resolved within thirty (30) calendar
                 days after receipt by a Party of a Request shall be referred to
                 and finally settled by arbitration in accordance with the
                 Arbitration Rules of the United Nations Commission on
                 International Trade Law (the "UNCITRAL Arbitration Rules") as
                 then in force, with such modifications as provided for herein;
                 provided that, the foregoing shall not prevent any of the
                 Parties hereto from seeking injunctive or similar preliminary
                 or provisional relief from a court of competent jurisdiction in
                 accordance with the applicable law. The arbitration shall have
                 its seat in Singapore, where, unless otherwise directed by the
                 arbitration tribunal, all hearings in the arbitration shall


                                       27
<PAGE>

                 take place. The arbitration proceedings shall be conducted in
                 the English language.

        14.12.3  The arbitration tribunal shall be composed of three
                 arbitrators. The Party or Parties initiating arbitration (the
                 "Claimant") shall (if more than one, jointly) appoint one (1)
                 arbitrator in its or their notice of arbitration. The Party or
                 Parties responding to the notice of arbitration (the
                 "Respondent") shall (if more than one, jointly) appoint one (1)
                 arbitrator within thirty (30) calendar days from receipt of the
                 notice of arbitration. The two Party-appointed arbitrators
                 shall, within thirty (30) calendar days from the appointment of
                 the second arbitrator, appoint the third arbitrator who shall
                 be the chairman of the arbitration tribunal. The third
                 arbitrator shall not have the same citizenship or nationality
                 as any of the Parties. In the event that the Parties
                 constituting the Claimant and/or the Respondent (as the case
                 may be) are unable to agree on their respective arbitrators,
                 then all of the arbitrators shall be appointed by the
                 International Court of Arbitration of the International Chamber
                 of Commerce. In the event of any default in the appointment of
                 the third arbitrator by the two Party-appointed arbitrators
                 within the time limit specified herein the third arbitrator
                 shall be appointed by the Secretary-General of the
                 International Court of Arbitration of the International Chamber
                 of Commerce. Every arbitrator must be and must remain, at all
                 times, independent of the Parties involved in the arbitration.

        14.12.4  The arbitration hearing shall commence as soon as is reasonably
                 practicable and in any event not later than ninety (90)
                 calendar days following the appointment of the last of the
                 three (3) arbitrators and the award shall be rendered as soon
                 as is reasonably practicable and in any event no later than
                 thirty (30) calendar days following the closing of the
                 arbitration proceedings. Notwithstanding Clause 14.11, any
                 arbitration proceedings commenced under this Clause 14.12 shall
                 be governed by the laws of Singapore. The arbitration tribunal
                 shall have the power to extend any time period contained
                 herein.

        14.12.5  All direct costs of the arbitration proceedings, including fees
                 and expenses of the arbitrators and the costs of translation
                 for the hearing, shall be born equally by the Parties to the
                 arbitration; other costs, including counsel and witness fees,
                 shall be borne by the Party incurring such costs. The
                 arbitration tribunal shall not be empowered to award punitive,
                 multiple or exemplary or any other form of damages
                 non-compensatory, and the Parties hereby waive any right to
                 such damages. The arbitration tribunal shall have the authority
                 to award any remedy or relief proposed by the Claimant or the
                 Respondent in accordance with the provisions of this Agreement
                 including, without limitation, a declaratory judgment or
                 specific performance of any obligation created under this
                 Agreement or an injunction. An award by the arbitrators shall
                 be final and binding upon the Parties to the arbitration, and,
                 to the fullest extent permitted under applicable laws, shall
                 not be subject to appeal and the Parties hereby waive any right
                 to appeal. The award may be entered as a judgment and enforced
                 in any court of competent jurisdiction. Except to the extent


                                       28
<PAGE>

                 required by law or a court or administrative order or award, or
                 for the enforcement of any arbitral award rendered hereunder,
                 no party, arbitrator, representative, counsel, witness or other
                 Person involved in the arbitration proceedings may disclose or
                 confirm to any other Person any information about the
                 arbitration proceedings, including the names of the parties and
                 the arbitrators, the nature and amount of the claims, the
                 financial conditions of any Party, documents prepared for the
                 arbitration, testimony given at the hearing, the expected date
                 of the hearing or the award made.

        14.12.6  By agreeing to arbitration, the Parties do not intend to
                 deprive any court of competent jurisdiction of the authority to
                 issue a pre-arbitral injunction, pre-arbitral attachment or
                 other order in aid of arbitration proceedings and the
                 enforcement of any award.

        14.12.7  Without prejudice to any provisional remedies in aid of
                 arbitration as may be available under a court with competent
                 jurisdiction, the arbitration tribunal shall have full
                 authority to grant provisional remedies or to order any Party
                 to request that a court modifies or vacates any preliminary or
                 provisional relief previously issued by a court and to award
                 damages for the failure of any Party to respect the arbitration
                 tribunal's orders to that effect.

        14.12.8  If at any time two or more arbitrations are commenced and are
                 pending in relation to Disputes which arise out of or in
                 connection with this Agreement and/or any of the Existing
                 Agreements and it appears to the arbitral tribunal constituted
                 in the arbitration that was initiated first in time (the "First
                 Arbitration") that there are issues of fact or law common to
                 the arbitrations and that it is expedient for the Disputes to
                 be resolved in the same proceedings, and that no Party would be
                 prejudiced materially (through undue delay or otherwise) as a
                 result of the arbitrations being consolidated, then, upon the
                 written request of any Party to any such arbitration, that
                 arbitral tribunal (the "Consolidating Arbitral Tribunal") may,
                 by procedural order, direct that the arbitration(s) to resolve
                 any of the other Disputes shall be consolidated with the First
                 Arbitration. If the Consolidating Arbitral Tribunal so orders,
                 the Parties to each Dispute which is a subject of the
                 Consolidating Arbitral Tribunal's order shall be treated as
                 having consented to the Dispute being finally decided:

                (i)     by the Consolidating Arbitral Tribunal;

                (ii)    in accordance with the procedure, at the seat and in
                        the language by which the First Arbitration is being
                        conducted, save as otherwise agreed by all Parties to
                        the consolidated proceedings or, in the absence of such
                        agreement, as ordered by the Consolidating Arbitral
                        Tribunal; and

                (iii)   the parties agree to dismiss any arbitration, solely to
                        the extent that the subject of such arbitration has
                        been consolidated into, and survives as a part of, the
                        First Arbitration.

        14.12.9 This Clause 14.12 shall survive termination or expiry of this
                Agreement.





                                       29
<PAGE>



In witness whereof this Agreement has been duly executed.



SIGNED by
on behalf of
PHILIPPINE LONG DISTANCE TELEPHONE COMPANY              /s/ N. L. Nazareno
in the presence of:



SIGNED by
on behalf of
FIRST PACIFIC COMPANY LIMITED                           /s/ M. V. Pangilinan
in the presence of:



SIGNED by
on behalf of
METRO PACIFIC CORPORATION                               /s/ M. V. Pangilinan
in the presence of:



SIGNED by
on behalf of
METRO ASIA LINK HOLDINGS, INC.                          /s/ M. V. Pangilinan
in the presence of:



SIGNED by
on behalf of
METRO PACIFIC RESOURCES, INC.                           /s/ M. V. Pangilinan
in the presence of:



                                       30
<PAGE>

SIGNED by
on behalf of
LAROUGE B.V.                                            /s/ M. V. Pangilinan
in the presence of:



SIGNED by
on behalf of
METRO PACIFIC ASSETS HOLDINGS, INC.                     /s/ M. V. Pangilinan
in the presence of:



SIGNED by
on behalf of
NTT COMMUNICATIONS CORPORATION                          /s/ Hiromi Wasai
in the presence of:




SIGNED by
on behalf of
NTT DOCOMO, INC                                         /s/ Masao Nakamura
in the presence of:




                                       31
<PAGE>



                                   Schedule 1

W-CDMA in-principle agreed terms

1.1      SMART shall, and PLDT shall ensure that SMART shall, roll out a
         nationwide W-CDMA service in the Philippines, subject to SMART
         successfully having obtained all necessary governmental licenses,
         permits and consents to adopt the W-CDMA for its third generation
         mobile communication services.

1.2      SMART shall, and PLDT shall ensure that SMART shall, use its best
         endeavours to maintain and roll out the W-CDMA frequencies in the
         following ranges throughout the Philippines:

         1920 - 1980 MHz Uplink

         2110 - 2170 MHz Downlink

1.3      SMART shall, and PLDT shall ensure that SMART shall, roll out the
         W-CDMA coverage in the Philippines in accordance to the following
         schedule, as far as practicable and having regard to market forces:


<TABLE>

<CAPTION>

                                                     Metro      Next 10 Largest         Coverage of
                                                     Manila     Metropolitan Areas      Population (%)
        <S>       <C>                                <C>        <C>                     <C>

        -----------------------------------------------------------------------------------------------------
         (i)      within  9 months  after  the date     |X|               |X|                   -
                  of the Approval
         -----------------------------------------------------------------------------------------------------
         (ii)     within 18  months  after the date      -                |X|                  40%
                  of the Approval
         -----------------------------------------------------------------------------------------------------
         (iii)    within 24  months  after the date      -                 -                   60%
                  of the Approval
         -----------------------------------------------------------------------------------------------------
         (iv)     within 36  months  after the date      -                 -                   80%
                  of the Approval
         -----------------------------------------------------------------------------------------------------

</TABLE>


1.4      The term "Next 10 Largest Metropolitan Areas" means Metro Cebu, Davao
         City, Zamboanga, Antipolo, General Santos, Cagayan De Oro, Bacolod,
         Iloilo, Baguio, Tarlac, Angeles, Iligan, and the term "Coverage of
         Population" means the proportion of the Philippines population from
         time to time which based on their normal place of residency, are
         potentially able to obtain connectivity to SMART's W-CDMA.

1.5      SMART shall, and PLDT shall ensure that SMART shall, procure handset
         terminals incorporating chipsets which enable such handsets to
         interconnect with DoCoMo's W-CDMA.

1.6      SMART shall, and PLDT shall ensure that SMART shall, periodically
         report to its management committee the status of its roll out of the
         W-CDMA, including, but not limited to, coverage, network capacity,
         traffic, service quality (quality status against target Key Performance
         Indicator), record of major fault, number of subscribers and sales
         forecasts.

1.7      SMART shall, and PLDT shall ensure that SMART shall, consult with
         DoCoMo concerning its overall roll out of the W-CDMA.


                                       32
<PAGE>

1.8      DoCoMo shall cooperate with the PLDT Group in the field of the
         collaboration through dispatch of the Advisors to be entered into
         between DoCoMo and the PLDT Group.


                                       33
<PAGE>


                                   Schedule 2

                 Amended section 11.4 of the Strategic Agreement

Section 11.4

i)       In case PLDT intends to enter into any contractual arrangement with any
         Person relating to the operation of a Competing Business in Japan
         involving joint branding, the provision, production or marketing of
         telecommunications or multimedia products or services, or cooperation
         in, or sharing of, research and development of technology or other
         Intellectual Property, PLDT will:

         a)         from the date of this Agreement until 30 June 2006, first
                    provide NTT and if NTT declines, then provide DoCoMo, with
                    the same opportunity to enter into such agreement with PLDT
                    upon the same terms being considered by PLDT; and

         b)         from 1 July 2006, first provide DoCoMo and if DoCoMo
                    declines, then provide NTT, with the same opportunity to
                    enter into such agreement with PLDT upon the same terms
                    being considered by PLDT,

         provided always that PLDT will not be under any obligation to contract
         with NTT and/or DoCoMo with respect to any such Competing Business in
         Japan if, in the reasonable opinion of PLDT disclosed to NTT and/or
         DoCoMo (as the case may be) in reasonable detail, it will not fully
         realise its expected benefits under such arrangement by contracting
         with NTT or DoCoMo or it is necessary for PLDT to maintain a
         relationship with a Person other than NTT or DoCoMo pursuant to
         reasonable business arrangements in furtherance of PLDT's strategic
         objectives from time to time.

ii)      In case PLDT, SMART or SMART's Subsidiaries intends to enter into any
         contractual arrangement on or after 1 July 2006 with any Person who is
         engaged in a Competing Business in competition with DoCoMo (as assessed
         having regard to DoCoMo's then existing business) and who has been
         notified as such to PLDT in writing by DoCoMo (whether through the COA
         replaced by DoCoMo pursuant to Clause 4.3 or another duly authorised
         representative) (collectively, the "DoCoMo Competing Person"), in
         relation to the operation of a Competing Business in the Philippines,
         and involving joint branding, the provision, production or marketing of
         telecommunications or multimedia products or services, or cooperation
         in, or sharing of, research and development of technology or other
         Intellectual Property, PLDT will, or PLDT shall use its reasonable
         efforts to procure that SMART or its Subsidiaries will, first provide
         DoCoMo with the same opportunity to enter into such agreement with
         PLDT, SMART or SMART's Subsidiaries, as the case may be, upon the same
         terms being considered by PLDT, SMART or SMART's Subsidiaries. as the
         case may be; provided that PLDT will not be under any obligation to
         contract, or to cause SMART or SMART's Subsidiaries to contract, with
         DoCoMo with respect to any such Competing Business in the Philippines
         if, in the reasonable opinion of PLDT disclosed to NTT and/or DoCoMo
         (as the case may be) in reasonable detail, (i) it will not fully
         realise its expected benefits under such arrangement by contracting
         with DoCoMo or (ii) it is necessary for PLDT to maintain a relationship
         with a Person other than NTT or DoCoMo pursuant to reasonable business
         arrangements in furtherance of PLDT's strategic objectives from time to
         time or (iii) the board of PLDT, SMART or SMART's Subsidiaries, as the
         case may be, determines that to be in the best interests of its company
         to enter into such arrangements with a Person other than DoCoMo.


                                       34
<PAGE>


iii)    Each of DoCoMo and PLDT agrees that it will, from time to time, discuss
         with the other strategic developments in their respective businesses,
         with a view to identifying opportunities for mutually beneficial future
         arrangements between DoCoMo, the PLDT Group and each of their
         respective Affiliates.




                                       35
<PAGE>




                                   Schedule 3

                            The Existing Encumbrances

Exchangeable Notes into PLDT Shares

         On 12 January 2005, First Pacific Finance Limited ("FPFL"), a
         wholly-owned subsidiary of FPC, entered into a subscription agreement
         with UBS AG, whereby UBS AG agreed to subscribe for U.S. $199,000,000
         zero coupon guaranteed exchangeable notes due 2010, exchangeable into
         PLDT Shares (the "Exchangeable Notes"). The Exchangeable Notes are
         unconditionally and irrevocably guaranteed by FPC, and were issued at
         the issue price of 100 per cent. (100%) of the aggregate principal
         amount thereof, and in the denomination of US$10,000 each.

         The holder of each Exchangeable Note has the right to exchange such
         Exchangeable Note at any time during the exchange period for a pro rata
         share of the exchange property, initially comprising 340.9091 PLDT
         Shares (subject to adjustment) for each US$10,000 principal amount of
         Exchangeable Note (the "Exchange Property"). Assuming full exchange of
         the Exchangeable Notes at the initial value, the Exchangeable Notes
         will be exchanged into 6,784,091 PLDT Shares (subject to adjustment),
         representing approximately 4.0 per cent. (4%) of outstanding PLDT
         Shares as at 12 January 2005.

         NTT was notified of the proposed issue of Exchangeable Notes, and NTT
         issued a letter to FPC in response dated 6 December 2004 which, among
         other things, unconditionally and irrevocably waived any rights of NTT
         (including prohibitions on transfers and rights of first refusal) under
         the Shareholders Agreement relating to the issue of the Exchangeable
         Bonds and the transfer of PLDT Shares on exercise of exchange rights
         thereunder.

         The initial Exchange Property, being the underlying PLDT Shares, was
         deposited by LBV in a custody account maintained with The Hongkong and
         Shanghai Banking Corporation Limited as custodian. The Exchange
         Property is not subject to any direct security interest in favour of
         the holders of the Exchangeable Notes. LBV and UBS Limited have entered
         into an International Securities Lenders Association Global Master
         Lending Agreement dated 14 January 2005, and an International
         Securities Lenders Association Global Master Lending Agreement dated 18
         January 2005 (each, a "Securities Lending Agreement" and together the
         "Securities Lending Agreements") in order to facilitate stock lending
         arrangements with respect to the PLDT Shares forming the initial
         Exchange Property. On 21 January 2005, 700,000 PLDT Shares were lent
         pursuant to the Securities Lending Agreement dated 18 January 2005, of
         which 417,000 PLDT Shares are outstanding as of 12 January 2006 and
         more PLDT Shares may be lent under the Securities Lending Agreements
         from time to time. On 14 July 2005, PLDT distributed dividends on the
         PLDT Shares held as Exchange Property of US $2,538,594.28. On 28
         December 2005, PLDT distributed dividends on the PLDT Shares held as
         Exchange Property of US$2,681,963.69. Total dividends to date with
         respect to the PLDT Shares held as Exchange Property relating to the
         accounting year ended 31 December 2005 were US$5,220,557.97 which
         resulted in a capital distribution (as defined in the trust deed
         regulating the Exchangeable Notes) equivalent to US$1,265,911.77. In
         accordance with the terms and conditions of the Exchangeable Notes,
         this amount has been applied by LBV to purchase 36,671 additional PLDT
         Shares, on The Philippine Stock Exchange Inc., between 29 December 2005
         to 3 January 2006, which have been added to the Exchange Property.
         Future dividends payments by PLDT may also give rise to additional PLDT
         Shares being acquired and added as Exchange Property under the terms
         and conditions of the Exchangeable Notes.


                                       36
<PAGE>


         As of 4 January 2006, the holder of each Exchangeable Note had a right
         to exchange such Exchangeable Note at any time during the exchange
         period for a pro rata share of the Exchange Property, comprising
         342.7519 PLDT Shares (subject to adjustment) for each US$10,000
         principal amount of Exchangeable Notes. Assuming full exchange of the
         Exchangeable Notes at the revised amount of the Exchange Property, the
         Exchangeable Notes would be exchangeable into 6,820,762 PLDT Shares
         (subject to adjustment), representing approximately 3.8 per cent. of
         outstanding PLDT Shares as at 4 January 2006.

         Further details of the Exchangeable Notes are publicly available,
         including a detailed Schedule 13 D/A which was filed in the United
         States of America pursuant to the Securities Exchange Act (USA) on or
         about 18 January 2005.







                                       37
<PAGE>
</TEXT>
</DOCUMENT>
