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<SEC-DOCUMENT>0000950172-06-000085.txt : 20060206
<SEC-HEADER>0000950172-06-000085.hdr.sgml : 20060206
<ACCEPTANCE-DATETIME>20060206122251
ACCESSION NUMBER:		0000950172-06-000085
CONFORMED SUBMISSION TYPE:	SC 13D/A
PUBLIC DOCUMENT COUNT:		4
FILED AS OF DATE:		20060206
DATE AS OF CHANGE:		20060206
GROUP MEMBERS:		NTT COMMUNICATIONS CORPORATION

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			PHILIPPINE LONG DISTANCE TELEPHONE CO
		CENTRAL INDEX KEY:			0000078150
		STANDARD INDUSTRIAL CLASSIFICATION:	TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813]
		IRS NUMBER:				000000000
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-43643
		FILM NUMBER:		06580507

	BUSINESS ADDRESS:	
		STREET 1:		RAMON CONJUANGCO BLDG
		STREET 2:		MAKATI AVE
		CITY:			MAKATI METRO MANILA
		STATE:			R6
		ZIP:			0721
		BUSINESS PHONE:		0116328143552

	MAIL ADDRESS:	
		STREET 1:		RAMON CONJUANGCO BLDG
		STREET 2:		MAKATI AVE
		CITY:			MAKATI METRO MANILA
		STATE:			R6
		ZIP:			0721

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			NIPPON TELEGRAPH & TELEPHONE CORP
		CENTRAL INDEX KEY:			0000769594
		STANDARD INDUSTRIAL CLASSIFICATION:	TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813]
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			M0
		FISCAL YEAR END:			0331

	FILING VALUES:
		FORM TYPE:		SC 13D/A

	BUSINESS ADDRESS:	
		STREET 1:		3-1 OTEMACHI 2-CHOME
		STREET 2:		CHIYODA-KU
		CITY:			TOKYO JAPAN
		STATE:			M0
		ZIP:			100-8116
		BUSINESS PHONE:		2128082203

	MAIL ADDRESS:	
		STREET 1:		C/O 101 PARK AVENUE
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10178
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>was5318.txt
<DESCRIPTION>FORM SC 13D-A
<TEXT>
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 SCHEDULE 13D/A
                    Under the Securities Exchange Act of 1934
                              (Amendment No. 2)(1)

                   Philippine Long Distance Telephone Company
                                (Name of Issuer)

               Common Capital Stock, 5 Philippine Pesos par value
                         (Title of Class of Securities)

                                    718252109
                                 (CUSIP Number)

                                 Haruhiko Yamada
                         NTT Communications Corporation
                           1-6, Uchisaiwai-cho 1-chome
                           Chiyoda-ku, Tokyo 100-8019
                                      Japan
                                (81-3) 6700-4601

                                 with a copy to:

                               Alec P. Tracy, Esq.
                      Skadden, Arps, Slate, Meagher & Flom
                                 30/F Tower Two
                                  Lippo Centre
                                  89 Queensway
                               Central, Hong Kong
                           Telephone: (852) 2820-0700


                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                January 31, 2006
             (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].

Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.

(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.


<PAGE>


The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 (the "Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).


<PAGE>


CUSIP No. 718252109
- -------------------------------------------------------------------------------
     1        NAME OF REPORTING PERSON
              I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

              NTT Communications Corporation

              No I.R.S. Identification

- -------------------------------------------------------------------------------
     2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP        (a) /X/
                                                                      (b) / /
- -------------------------------------------------------------------------------
     3        SEC USE ONLY

- -------------------------------------------------------------------------------
     4        SOURCE OF FUNDS

              N/A
- -------------------------------------------------------------------------------
     5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS             / /
              REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

- -------------------------------------------------------------------------------
     6        CITIZENSHIP OR PLACE OF ORGANIZATION

              JAPAN
- -------------------------------------------------------------------------------
        NUMBER OF             7      SOLE VOTING POWER
         SHARES
      BENEFICIALLY                   -0-
        OWNED BY        -------------------------------------------------------
          EACH                8      SHARED VOTING POWER
        REPORTING
         PERSON                      -25,266,973-
          WITH          -------------------------------------------------------
                              9      SOLE DISPOSITIVE POWER

                                     -0-
                        -------------------------------------------------------
                              10     SHARED DISPOSITIVE POWER

                                     -25,266,973-
- -------------------------------------------------------------------------------
     11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

              25,266,973
- -------------------------------------------------------------------------------
     12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES      / /
              CERTAIN SHARES

- -------------------------------------------------------------------------------
     13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

              14.0%
- -------------------------------------------------------------------------------
     14       TYPE OF REPORTING PERSON

              CO


<PAGE>


CUSIP No. 718252109
- -------------------------------------------------------------------------------
     1        NAME OF REPORTING PERSON
              I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

                  Nippon Telegraph and Telephone Corporation

                  No I.R.S. Identification

- -------------------------------------------------------------------------------
     2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP        (a) /X/
                                                                      (b) / /
- -------------------------------------------------------------------------------
     3        SEC USE ONLY

- -------------------------------------------------------------------------------
     4        SOURCE OF FUNDS

              N/A
- -------------------------------------------------------------------------------
     5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS             / /
              REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

- -------------------------------------------------------------------------------
     6        CITIZENSHIP OR PLACE OF ORGANIZATION

              JAPAN
- -------------------------------------------------------------------------------
        NUMBER OF             7      SOLE VOTING POWER
         SHARES
      BENEFICIALLY                   -0-
        OWNED BY        -------------------------------------------------------
          EACH                8      SHARED VOTING POWER
        REPORTING
         PERSON                      -25,266,973(1)-
          WITH          -------------------------------------------------------
                              9      SOLE DISPOSITIVE POWER

                                     -0-
                        -------------------------------------------------------
                              10     SHARED DISPOSITIVE POWER

                                     -25,266,973-
- -------------------------------------------------------------------------------
     11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

              25,266,973
- -------------------------------------------------------------------------------
     12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES      / /
              CERTAIN SHARES

- -------------------------------------------------------------------------------
     13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)


- ---------------------

(1) After the Common Shares are transferred pursuant to the Stock Sale and
Purchase Agreement (as defined herein), Nippon Telegraph and Telephone
Corporation will beneficially own (i) 12,633,487 shares through NTT
Communications Corporations, its wholly-owned subsidiary, and (ii) 12,633,486
shares through NTT DoCoMo, Inc., its majority-owned publicly-traded subsidiary.


<PAGE>


              14.0%
- -------------------------------------------------------------------------------
     14   TYPE OF REPORTING PERSON

          HC


<PAGE>


          This Amendment No. 2 (this "Amendment No. 2") amends and restates the
Schedule 13D dated March 24, 2000 (the "Schedule 13D"), which was filed in paper
format with the Securities and Exchange Commission (the "SEC") on behalf of the
Reporting Persons (as defined herein) and NTT-UK (as defined herein), relating
to the Common Shares (as defined herein) of Philippine Long Distance Telephone
Company, a corporation organized under the laws of the Philippines (the
"Company" or "PLDT"). The Schedule 13D was amended and restated by Amendment No.
1 dated December 11, 2002 (as amended, "Amendment No. 1"). The purpose of this
Amendment No. 2 is to amend and restate items 4, 5, 6 and 7 with respect to the
proposed Transfer (as defined herein) of the Common Shares from NTTC (as defined
herein) to DoCoMo (as defined herein) and certain changes to the strategic and
shareholder arrangements between NTTC, DoCoMo and the FPC Parties (as defined
herein).

Item 1.     Security and Issuer.

          The title of the class of equity securities to which this Amendment
No. 2 relates is the common capital stock, par value five Philippine Pesos per
share, of PLDT (the "Common Shares"). The principal executive offices of the
Company are located at the 7th floor, Ramon Cojuangco Building, Makati Avenue,
Makati City, Metro Manila, Philippines.

Item 2.     Identity and Background.

(a) - (c) and (f)

          This Amendment No. 2 is being filed on behalf of:

          Nippon Telegraph and Telephone Corporation ("NTT"), a corporation
organized under the laws of Japan, has its principal executive offices at 3-1,
Otemachi 2-chome, Chiyoda-ku, Tokyo 100-8116, Japan. NTT's principal business is
serving as a holding company for subsidiaries engaged in providing
telecommunications services. These services fall into seven major classes:
telephone services, telegraph services, leased circuit services, data
communication facility services, Integrated Services Digital Network services,
sale of telecommunication equipment and other services; and

          NTT Communications Corporation, a corporation organized under the
laws of Japan ("NTTC"), has its principal executive offices at 1-6
Uchisaiwai-cho 1-chome, Chiyoda-ku, Tokyo 100-8019, Japan. NTTC is a
wholly-owned direct subsidiary of NTT and its principal business is providing
inter-prefectural telecommunications, multimedia network services and related
services including, providing local, long distance and other telecommunications
services outside of Japan.

          NTT and NTTC are hereinafter referred to as the "Reporting Persons".


<PAGE>


          The name, present principal occupation, business address and
citizenship of each of the directors and executive officers of the Reporting
Persons are set forth on the following schedules to this Amendment No. 2:

          Schedule A...............Nippon Telegraph and Telephone Corporation
          Schedule B...............NTT Communications Corporation

          This Amendment No. 2 contains information with respect to NTT
Communications Capital (UK) Limited ("NTT-UK"), a corporation that was organized
under the laws of England and Wales and was an indirect wholly-owned subsidiary
of NTT, had its principal executive offices at 3rd Floor, Devon House, 58-60 St.
Katherine's Way, London E1 9LB, United Kingdom. NTT-UK was a Reporting Person in
the Schedule 13D but is no longer required to report its beneficial ownership of
the Common Shares of PLDT as a result of NTT-UK transferring all of the Common
Shares to NTTC as part of a reorganization of NTTC's holdings, as described in
Item 3. Prior to its dissolution and liquidation on July 10, 2003, NTT-UK was a
direct wholly-owned subsidiary of NTTC and its principal business was acting as
an investment holding company.

(d) and (e)

          Neither of the Reporting Persons nor, to the best knowledge of each
Reporting Person, any of their directors or executive officers has, during the
last five years, been (a) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (b) a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.

Item 3.     Source and Amount of Funds or Other Consideration

March 2000 Transaction

          On March 24, 2000, the transactions contemplated by the Stock Purchase
and Strategic Investment Agreement dated as of September 28, 1999, as amended
(the "Strategic Agreement"), among First Pacific Company Limited ("FPC"), Metro
Pacific Corporation, Metro Asia Link Holdings, Inc., Metro Pacific Resources,
Inc. (collectively with FPC, the "FPC Group"), the Company and NTTC, were
consummated. Pursuant to the Strategic Agreement, NTT-UK acquired:

          (a) 13,068,509 newly issued and fully paid Common Shares (the "NTT
PLDT Exchange Shares") in exchange for 1,017,222,294 of common stock of SMART
Communications, Inc., a Philippine cellular telecommunications company
("SMART"), which were held by NTT-UK prior to the transaction. The NTT PLDT


<PAGE>


Exchange Shares were issued at an issue price of 1,080 Philippine Pesos per
share, or an aggregate issue price of 14,113,989,720 Philippine Pesos.

          (b) 12,198,462 newly issued and fully paid Common Shares (the "NTT
PLDT Cash Shares" and together with the NTT PLDT Exchange Shares, the "PLDT
Shares") for a purchase price of 14,662,551,324 Philippine Pesos. All of the
funds used to pay for the NTT PLDT Cash Shares were provided through NTT-UK from
NTTC's available cash resources. In addition, simultaneous with the closing
under the Strategic Agreement, NTT-UK purchased two newly issued Common Shares,
one of which is owned of record by each of the two persons nominated by NTTC to
serve as directors of PLDT.

          The aggregate purchase price for the PLDT Shares was 28,776,541,044
Philippine Pesos.

          For a more detailed summary of the Strategic Agreement, see Item 4 and
Item 6. The Strategic Agreement and the First and Second Amendments thereto were
filed as Exhibits 2 through 4, respectively, to the Schedule 13D and are
incorporated herein by reference.

December 2002 Transfer from NTT-UK to NTTC

          On December 11, 2002, pursuant to the terms of an agreement for the
transfer of shares in PLDT, dated December 11, 2002, by and between NTT-UK and
NTTC, NTT-UK transferred the PLDT Shares to NTTC. As a result of the
consummation of the transactions contemplated therein, NTT-UK was no longer the
record or beneficial owner of any Common Shares and therefore was no longer
required to report its beneficial ownership of the Common Shares of PLDT.

January 2006 DoCoMo Transaction

          On January 31, 2006, NTTC and 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"), entered into
an agreement (the "Stock Sale and Purchase Agreement") pursuant to which NTTC
has agreed to transfer (the "Transfer"), 12,633,486 Common Shares (the "DoCoMo
PLDT Shares") to DoCoMo. The aggregate purchase price of 52,102,815,772 Japanese
Yen for the DoCoMo PLDT Shares will be paid to NTTC by DoCoMo in immediately
available funds by wire transfer upon the closing of the Transfer.

          In connection with the Stock Sale and Purchase Agreement, the FPC
Group, Larouge B.V., Metro Pacific Assets Holdings, Inc. (collectively, the "FPC
Parties"), NTTC, DoCoMo and PLDT entered into a Co-Operation Agreement
("Co-Operation Agreement") dated January 31, 2006, pursuant to which, each of
the FPC Parties, NTTC and PLDT agreed to grant DoCoMo certain benefits under the
Strategic Agreement and the Shareholders Agreement, to amend the Registration
Rights Agreement, to discuss the amendment of certain other existing agreements


<PAGE>


and to enter into certain business relationships in the field of mobile
communications services.

          DoCoMo is a majority-owned, publicly-traded subsidiary of NTT.

          For a more detailed summary of the Stock Sale and Purchase Agreement
and the Co-Operation Agreement, see Item 4 and Item 6. The Stock Sale and
Purchase Agreement and the Co-Operation Agreement are filed herewith as Exhibit
7 and Exhibit 8, respectively, and are incorporated herein by reference.

Item 4.     Purpose of Transaction.

          The Reporting Persons have acquired the PLDT Shares and have agreed to
transfer the DoCoMo PLDT Shares to DoCoMo with a view to (i) establishing and
maintaining a strategic relationship among PLDT, NTTC and DoCoMo to enhance the
global business development of NTT by, among other things, exploiting DoCoMo and
NTTC's leadership in fixed-mobile convergence and enhancing PLDT's mobile
business and (ii) together with DoCoMo, attaining and maintaining an equity
interest in PLDT and influence over the management and policies of PLDT,
including representation on PLDT's board of directors, that is at least
commensurate with their aggregate direct and indirect interests in PLDT from
time to time.

          The Reporting Persons have not yet made a determination as to the
specific level of beneficial ownership they will seek to obtain, but as a result
of the Stock Sale and Purchase Agreement described in this Item 4 and in Item 6,
the Reporting Persons as of December 31, 2005, controlled approximately 14.0% of
the voting power attached to the outstanding Common Shares. Following the
closing of the sale of the DoCoMo PLDT Shares by NTTC to DoCoMo pursuant to the
Stock Sale and Purchase Agreement described in this Item 4 and in Item 6, the
Reporting Persons and DoCoMo will, in the aggregate, continue to beneficially
own approximately 14.0% of the voting power attached to the outstanding Common
Shares. Under the Co-Operation Agreement, upon the holdings of Common Shares by
NTTC, DoCoMo and their respective subsidiaries collectively reaching 20% of the
Common Shares then issued and outstanding, and for so long as NTTC and DoCoMo
and their respective subsidiaries continue to hold at least 17.5% of the Common
Shares then outstanding from time to time, DoCoMo will be entitled to exercise
additional rights under the Strategic Agreement and the Shareholders Agreement.

March 2000 Transaction

          Pursuant to the Strategic Agreement, PLDT acquired all of the shares
of SMART owned by the FPC Group and NTT-UK in exchange for newly issued and
fully paid Common Shares and NTT-UK subscribed for an additional 12,198,462 NTT
PLDT Cash Shares (the "SMART Transaction"). PLDT also acquired the shares of the
existing minority shareholders in SMART in exchange for newly issued and fully


<PAGE>


paid Common Shares. Upon consummation of the SMART Transaction, NTTC and PLDT
established a strategic relationship to, among other things, coordinate the
development and marketing of telecommunications products and services. As part
of this strategic relationship, (i) NTTC and its subsidiaries are restricted in
making investments in businesses that compete with PLDT; (ii) NTTC has certain
approval rights over expenditures and investments made by PLDT as well as
approval rights over actions PLDT takes with respect to Pilipino Telephone
Corporation ("Piltel"), a majority-owned, publicly-traded subsidiary of PLDT and
(iii) NTTC has certain rights in the event PLDT proposes (with certain
exceptions) to issue additional Common Shares or securities convertible into or
exchangeable for the Common Shares.

          The consummation of the SMART Transaction resulted in the following:
(a) SMART becoming a wholly owned subsidiary of PLDT, (b) the FPC Group
controlling voting rights attaching at that time approximately 31.4% of the
outstanding Common Shares, (c) NTT-UK becoming the registered and beneficial
owner of 25,266,973 Common Shares, representing approximately 15.0% of the
outstanding Common Shares and (d) NTTC having the right to nominate: (i) two
directors to the board of directors of PLDT, which was recently enlarged from
eleven to thirteen members, (ii) two directors to the board of directors of
SMART and (iii) one director to serve as a member of each of the boards of
directors of the other subsidiaries of PLDT.

          For a more detailed summary of NTTC's rights to nominate directors to
the board of directors

          In connection with the Strategic Agreement, the FPC Parties, NTT-UK
and NTTC entered into a shareholders agreement as to certain corporate
governance and other matters among those parties as shareholders of PLDT (the
"Shareholders Agreement"). PLDT also entered into registration rights agreements
with NTTC and NTT-UK with respect to the Common Shares held by them (the
registration rights agreement between PLDT and NTTC is hereinafter referred to
as the "Registration Rights Agreement").

          NTTC (or certain of its subsidiaries) and PLDT also entered into
agreements (the "Commercial Agreements") as to certain commercial and technical
matters relating to PLDT's ongoing operations and as to certain advisory
arrangements with respect to such Commercial Agreements (the "Services
Agreements").

January 2006 DoCoMo Transaction

         Pursuant to the Stock Sale and Purchase Agreement, NTTC has agreed to
transfer 12,633,486 DoCoMo PLDT Shares to DoCoMo upon the satisfaction or waiver
of the closing conditions set forth therein. The Stock Sale and Purchase
Agreement, provides, among other things, that:


<PAGE>


     o    upon and after DoCoMo's appointment of the Chief Operation Advisor
          (the "COA") on or before July 1, 2006, DoCoMo will cause the COA to
          consult with and act in accordance with the direction of NTTC's
          executive advisor in the Philippines regarding matters relating to
          fixed-line telecommunications, data or information and communications
          technology services. Prior to DoCoMo's appointment of the COA, NTTC
          will cause the COA to consult with and act in accordance with the
          direction of DoCoMo's senior technical advisor in the Philippines
          regarding matters relating to wireless telecommunications services;
          and

     o    from the date of the Stock Sale and Purchase Agreement, each of NTTC
          and DoCoMo will (a) cause its representatives and advisors not to take
          any action that would amend or terminate the Commercial Agreements and
          Services Agreements between NTTC and PLDT or any rights and
          obligations DoCoMo will have under the Integrated i-mode Services
          Package Agreement between DoCoMo and SMART Communications, Inc., or
          any other agreements entered into between DoCoMo and PLDT or SMART
          Communications pursuant to the Co-Operation agreement, (b) use good
          faith efforts to discuss conflicts of interest between the two parties
          and (c) use good faith efforts to negotiate the exercise of any rights
          under the Registration Rights Agreement.

          In connection with the Stock Sale and Purchase Agreement, the FPC
Parties, NTTC, DoCoMo and PLDT entered into the Co-Operation Agreement, pursuant
to which the parties have agreed to add DoCoMo as a party under the existing
agreements among the parties to share the benefit of certain rights thereunder
with NTTC and to enter into certain strategic business relationships in the
field of mobile communication services. In the Co-Operation Agreement, NTTC and
DoCoMo have agreed to certain procedures relating to their respective exercise
of such rights.

          NTTC and DoCoMo have agreed that NTTC, after completion of the
Transfer of the DoCoMo PLDT Shares to DoCoMo, DoCoMo and their respective
subsidiaries, in the aggregate, will not acquire more than 21% of the Common
Shares then issued and outstanding and to support PLDT management to safeguard
PLDT against certain Hostile Transferees (as defined herein).

          For brief summaries of the Strategic Agreement, the Shareholders
Agreement, the Registration Rights Agreement and the Services Agreements, see
Item 6. The Stock Sale and Purchase Agreement and the Co-Operation Agreement are
filed herewith as Exhibit 7 and Exhibit 8, respectively, and are incorporated
herein by reference.

Item 5.     Interest in Securities of the Issuer

          (a) As of December 31, 2005, the Reporting Persons beneficially owned
25,266,973 Common Shares, representing approximately 14.0% of the total number


<PAGE>


of the Common Shares outstanding. By virtue of NTT's ownership of all of the
outstanding capital stock of NTTC and a majority of the common stock of DoCoMo
and the terms of the Stock Sale and Purchase Agreement and Co-Operation
Agreement, the Reporting Persons and DoCoMo constitute a "group" within the
meaning of section 13(d)(3) of the Securities Exchange Act of 1934 and
therefore, DoCoMo may be deemed to have acquired beneficial ownership of the
25,266,973 Common Shares beneficially held by the Reporting Persons. Given the
terms of the Shareholders Agreement and the Co-Operation Agreement (as described
herein), the Reporting Persons and DoCoMo and the other parties to the
Shareholders Agreement might be deemed to constitute a "group". However, the
Reporting Persons disclaim that they have agreed to act as a group with any
other parties to the Shareholders Agreement (other than to the extent provided
in the Shareholders Agreement and the Co-Operation Agreement) and the Reporting
Persons disclaim beneficial ownership of the Common Shares other than the
amounts of shares reported for the Reporting Persons herein.

          (b) As the registered owner, NTTC has the power to directly vote or
dispose of the 25,266,973 Common Shares beneficially owned by the Reporting
Persons. By virtue of its ownership of all of the issued and outstanding capital
stock of NTTC, NTT has the power to direct the voting or disposition of the
Common Shares beneficially owned by the Reporting Persons.

          (c) Except for the Transfer of DoCoMo PLDT Shares to DoCoMo
contemplated by the Stock Sale and Purchase Agreement as described in Item 3,
neither the Reporting Persons, nor to the knowledge of each Reporting Person,
any of its directors or executive officers has effected any transaction in the
Common Shares during the past sixty days.

          (d) None.

          (e) Not applicable.

Item 6.     Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.

          Reference is made hereby to Item 3 hereof which is incorporated by
reference in this Item 6.

1) The following section describes the agreements giving rise to the filing of
the Schedule 13D, Amendment No. 1, which amended and restated the Schedule 13D,
and this Amendment No. 2, which amends and restates Amendment No. 1.

A. The Strategic Agreement


<PAGE>


         As described under Item 3, on March 24, 2000 the transactions
contemplated by the Strategic Agreement were consummated. Pursuant to the
Strategic Agreement, among other things:

     o    PLDT acquired from the members of the FPC Group 1,597,814,621 SMART
          shares representing approximately 56% of the issued common capital
          stock of SMART in exchange for the issuance to members of the FPC
          Group 20,527,524 newly issued and fully paid Common Shares at a price
          of 1,080 Philippine Pesos per Common Share, or an aggregate issue
          price of 22,169,725,920 Philippine Pesos;

     o    PLDT acquired from NTT-UK 1,017,222,294 SMART shares representing
          approximately 37% of the issued common capital stock of SMART, in
          exchange for the issue to NTT-UK of 13,068,509 newly issued and fully
          paid Common Shares at a price of 1,080 Philippine Pesos per Common
          Share, or an aggregate issue price of 14,113,989,720 Philippine Pesos;
          and

     o    NTT-UK subscribed for an additional 12,198,462 NTT PLDT Cash Shares,
          which were issued to NTT-UK for an aggregate price of 14,662,551,324
          Philippine Pesos in cash, or 1,202 Philippine Pesos per Common Share.

          The consummation of the SMART Transaction resulted in the following:
(a) SMART becoming a wholly-owned subsidiary of PLDT, (b) the FPC Group
controlling voting rights attaching at that time approximately 31.4% of the
outstanding Common Shares, (c) NTT-UK becoming the registered and beneficial
owner of 25,266,973 Common Shares, representing approximately 15.0% of the then
outstanding Common Shares and (d) NTTC having the right to nominate: (i) two
directors to the board of directors of PLDT, which was enlarged from eleven to
thirteen members, (ii) two directors to the board of directors of SMART and
(iii) one director to serve as a member of each of the boards of directors of
the other subsidiaries of PLDT. For a more detailed summary of NTTC's rights to
nominate directors to the board of directors of PLDT and its subsidiaries, see
"The Shareholders Agreement" under this Item 6.

          The Strategic Agreement was amended by the Co-Operation Agreement,
dated January 31, 2006, and the following summarizes certain of the principal
terms of the Strategic Agreement, as amended by the Co-Operation Agreement.

          A copy of the Strategic Agreement and the first and second amendments
thereto were filed as Exhibits 2 through 4 to the Schedule 13D, and the
Co-Operation Agreement is filed as Exhibit 8 of this Amendment No. 2, and any
description contained in this Amendment No. 2 relating to the Strategic
Agreement does not purport to be complete and is qualified in its entirety by
reference to the Strategic Agreement and the first and second amendments thereto
filed as Exhibits 2 through 4 to the Schedule 13D and the Co-Operation Agreement
filed as Exhibit 8 of this Amendment No. 2.


<PAGE>


          The following provisions of the Strategic Agreement become effective
as to DoCoMo after the completion of the Transfer of DoCoMo PLDT Shares to
DoCoMo pursuant to the Stock Sale and Purchase Agreement.

          1. Strategic Relationship

          PLDT, NTTC and DoCoMo have agreed to form a strategic relationship in
the Philippines and, among other things, to establish a joint committee to
explore the development and marketing of products and services between the
parties. PLDT has agreed not to enter into another strategic alliance with
another party without the consent of NTTC and DoCoMo, provided that PLDT may,
subject to certain exceptions, designate as its "strategic partner" any person
in which PLDT and its subsidiaries own 25% or more of its capital stock.

          2. Limitations on Competition by NTTC and DoCoMo

          Without PLDT's consent, NTTC or DoCoMo and their respective
subsidiaries may not invest in a business competing with PLDT in respect of
customers principally located in the Philippines if such investment, when added
to all prior investments by NTT and its majority owned and controlled
subsidiaries (the "NTT Holding Company Group") in such business, is in excess of
US$50 million (subject to certain adjustments for inflation) or if such
investment, when added to all prior investments by NTTC and its subsidiaries in
all such businesses for the past 12 months, is in excess of US$100 million
(subject to certain adjustments for inflation). Similar limitations exist with
respect to NTTC's and DoCoMo's use of assets in the Philippines in such
businesses.

          3. Committee Structure

          PLDT has agreed to maintain the Committee structure defined in
Schedule 10 of the Strategic Agreement and to cause NTTC and DoCoMo to be
entitled to appoint (i) two persons to serve as members or advisors of each
Committee consisting of more than five members; and (ii) one person to serve as
a member or as an advisor of each Committee consisting of not more than five
members.

          4. Certain Approval Rights of NTTC and DoCoMo

          (a) Capital Expenditures

          Subject to certain exceptions, PLDT and/or its subsidiaries may make
any capital expenditures in connection with a single project if the total
capital expenditures required for such project will or will likely exceed US$50
million (subject to certain adjustments for inflation), in each case only


<PAGE>


pursuant to the approval procedures described in paragraph (f) below and with
the approval of NTTC and DoCoMo, given in the manner described in paragraph (f)
below.

          (b) Investment in Existing Investees

          Subject to certain exceptions, PLDT and/or its subsidiaries may make
any investments in or provide certain forms of financial support to any existing
investee of PLDT, if the cumulative value of all investments by PLDT and its
subsidiaries would exceed the sum of US$10 million (subject to certain
adjustments for inflation), plus the aggregate book value of all investments
made in such existing investee by PLDT and its subsidiaries as of July 31, 1999,
or to any existing investee, if, for the past 12-month period, the cumulative
value of all investments by PLDT and its subsidiaries would exceed US$25 million
(subject to certain adjustments for inflation), in each case only pursuant to
the approval procedures described in paragraph (f) below and with the approval
of NTTC and DoCoMo, given in the manner described in paragraph (f) below.

          (c) Investments in New Investees

          Subject to certain exceptions, PLDT and/or its subsidiaries may make
any investments in or provide certain forms of financial support to any new
investee, if the cumulative value of all investments by PLDT and its
subsidiaries in such new investee would exceed US$50 million (subject to certain
adjustments for inflation), or to any new or existing investee, if, for the past
12-month period, the cumulative value of all investments by PLDT and its
subsidiaries in new or existing investees would exceed US$100 million (subject
to certain adjustments for inflation), in each case only pursuant to the
approval procedures described in paragraph (f) below and with the approval of
NTTC and DoCoMo, given in the manner described in paragraph (f) below.

          (d) Exception for Capital Expenditures for or Investments in a NTT
Competing Business

          Neither NTTC nor DoCoMo may withhold its consent to any proposed
capital expenditure or investment if (A) such proposed transaction would involve
a person who is in direct competition for the same business opportunities with
the NTT Holding Company Group, or involve a business in which the NTT Holding
Company Group is, or is to be, engaged in, and (B) the board of directors of
PLDT confirms in writing that proceeding with such transaction will not give
rise to a right to accelerate or otherwise demand payment of material
indebtedness of PLDT.

          (e) Limitation on Competition Where Consent is Withheld

          In the event NTTC and DoCoMo withhold their approval in connection
with PLDT's proposed expenditure or investment, none of NTTC and DoCoMo and


<PAGE>


their respective subsidiaries may make a similar or competing investment for a
period of nine months following notification by NTTC and DoCoMo of their
decision to withhold such approval.

          (f) Approval Procedures

          PLDT, FPC Parties, NTTC and DoCoMo have agreed in the Strategic
Agreement to certain discussion and written notification procedures in
connection with the approval process by NTTC and DoCoMo in respect of the
above-mentioned proposed expenditures or investments (each, a "Proposed
Transaction"). Such procedures require, among other things, that NTTC and DoCoMo
give their approval to a Proposed Transaction unless they reasonably conclude in
good faith, having given proper consideration to all material factors identified
by PLDT, the best interests of PLDT and its shareholders taken as a whole, and
all other facts and circumstances that NTTC and DoCoMo deem relevant in making
such decision, that the Proposed Transaction is not in the best interests of
PLDT and its shareholders taken as a whole. NTTC and DoCoMo have agreed in the
Co-Operation Agreement to discuss between themselves the manner in which the
above rights shall be exercised.

          In the event of any dispute between PLDT, the members of the FPC
Parties, NTTC and DoCoMo regarding whether NTTC and DoCoMo have acted in
accordance with the above standard in withholding its consent to any Proposed
Transaction, NTTC and DoCoMo shall be deemed for all purposes to have complied
with the terms of the Strategic Agreement and not to have breached said
agreement in withholding such approval, unless PLDT shows, by clear and
convincing proof, that NTTC and DoCoMo did not act in accordance with the agreed
standards in withholding its approval of such Proposed Transaction.

          Under the Co-Operation Agreement, NTTC and DoCoMo have agreed to
discuss between themselves the manner in which their rights will be exercised.
Prior to July 1, 2006, NTTC is responsible for notifying PLDT and the FPC
Parties of decisions with respect to exercise of such rights. From and after
July 1, 2006, DoCoMo is responsible for notifying PLDT and the FPC Parties of
such decisions. In each case, PLDT and the FPC Parties are entitled to rely on
any such notice as if it had been given by both NTTC and DoCoMo.

          5. Approval Rights Relating to Piltel

          The Strategic Agreement provides that prior written approval of NTTC
and DoCoMo is required with respect to certain corporate actions relating to
Piltel, including matters relating to the integration of Piltel into the
businesses of PLDT and its subsidiaries (the "Piltel Integration"). The Piltel
Integration has been substantially completed.

          In addition, prior written approvals of NTTC and DoCoMo are required
in connection with various corporate and business actions of Piltel to the
extent such actions would be outside the Piltel Integration, including actions
relating to any refinancing of Piltel's debt or any additional investment in


<PAGE>


Piltel in excess of US$150 million (in the aggregate), changes to Piltel's
capital stock, capital expenditures, certain intercompany agreements and
transactions, migration of Piltel customers to PLDT or its subsidiaries,
marketing and material asset dispositions.

          The Strategic Agreement also provides that, except for certain agreed
to parameters relating to the Piltel Integration, prior written approval of NTTC
or DoCoMo is required for (i) Piltel or PLDT to issue, redeem, consolidate or
split or otherwise reclassify or amend the terms of any capital stock of Piltel,
(ii) PLDT and its subsidiaries (other than Piltel) shall not make any capital
expenditure for any asset to be used in the Piltel business, (iii) PLDT and its
subsidiaries (other than Piltel) shall not enter into any agreement with Piltel
or its subsidiaries, other than arms-length transactions in the ordinary course
of business, (iv) PLDT and its subsidiaries (other than Piltel) shall not seek
the mitigation of Piltel customers to PLDT or any of its subsidiaries or
market/or sell any product or service which depends in any material respect upon
the use of assets owned or operated by Piltel or any of its subsidiaries, and
(v) PLDT shall cause Piltel and its subsidiaries not to make any material asset
disposition.

          Under the Co-Operation Agreement, NTTC and DoCoMo have agreed to
discuss between themselves the manner in which their rights will be exercised.
Prior to July 1, 2006, NTTC is responsible for notifying PLDT and the FPC
Parties of decisions with respect to exercise of such rights to PLDT and the FPC
Parties. From and after July 1, 2006, DoCoMo is responsible for notifying PLDT
and the FPC Parties of such decisions. In each case, PLDT and the FPC Parties
are entitled to rely on any such notice as if it had been given by both NTTC and
DoCoMo.

          6. Limitations on the Issuance of Common Capital Stock

          Subject to certain exceptions, under the terms of the Strategic
Agreement, PLDT may not issue Common Shares or securities convertible into or
exchangeable for the Common Shares without the prior written approval of NTTC
and DoCoMo unless PLDT has first offered NTTC and DoCoMo the right to purchase a
number of shares equal to its pro-rata portion of the number of shares proposed
to be issued. By operation of Philippine law, holders of the Common Shares will,
with certain exceptions, have preemptive rights with respect to issuances of new
Common Shares, including issuances of the Common Shares to NTTC and DoCoMo
pursuant to any exercise by NTTC and DoCoMo of the rights referred to above.

          Under the Co-Operation Agreement, NTTC and DoCoMo have agreed to
discuss between themselves the manner in which their rights will be exercised.
Prior to July 1, 2006, NTTC is responsible for notifying PLDT and the FPC
Parties of decisions with respect to exercise of such rights to PLDT and the FPC
Parties. From and after July 1, 2006, DoCoMo is responsible for notifying PLDT
and the FPC Parties of such decisions. In each case, PLDT and the FPC Parties
are entitled to rely on any such notice as if it had been given by both NTTC and


<PAGE>


DoCoMo. With respect to NTTC and DoCoMo's pre-emptive rights, DoCoMo will be
entitled to purchase all, or some, of the Common Shares or PTIC Shares (as
defined in the Shareholders Agreement) which may be purchased by NTTC or DoCoMo,
however, if DoCoMo decides not to purchase some or all of the Common Shares or
PTIC Shares, NTTC and DoCoMo have agreed that NTTC shall have the option to
purchase some or all of the Common Shares or PTIC Shares.

          7. Termination of Approval Rights

          NTTC's and DoCoMo's rights to the strategic arrangements summarized in
paragraphs 1 through 6 above will terminate when the NTTC, DoCoMo and their
respective subsidiaries cease to own, in aggregate, 10% of the Common Shares
then issued and outstanding (subject to certain adjustments, including certain
adjustments for dilution arising out of settlements with Piltel's creditors).

          8. Competing Business in Japan

          In case PLDT intends to enter into any contractual arrangement with
any person relating to any activity which involves, as its principal component,
the provision of telephone, telecommunications, paging, Internet, data or voice
transmission services, whether or not terrestrial (a "Competing Business") in
Japan involving joint branding, the provision, production or marketing of
telecommunications or multimedia products or services, or corporation in, or
sharing of, research and development of technology or other Intellectual
Property (as defined in the Strategic Agreement), PLDT will (a) from the date of
the Co-Operation Agreement until June 30, 2006, first provide NTTC and if NTTC
declines, then provide DoCoMo with the same opportunity to enter into such
agreement with PLDT and (b) from July 1, 2006, first provide DoCoMo and if
DoCoMo declines, then provide NTTC with the same opportunity to enter into such
agreement with PLDT upon the same terms being considered by PLDT, provided that
PLDT will not be obligated to contract with NTTC or DoCoMo if such arrangement
will not fully realize its expected benefits in the reasonable opinion of PLDT.

          In case PLDT, SMART or SMART's subsidiaries intends to enter into any
contractual arrangement on or after July 1, 2006 with any person who is engaged
in a Competing Business in competition with DoCoMo, PLDT will and PLDT will use
its reasonable efforts to procure that SMART or SMART's subsidiaries will first
provide DoCoMo with the same opportunity to enter into such agreement with PLDT,
SMART or SMART's subsidiaries. PLDT will not be obligated to contract with, or
to cause SMART or SMART's subsidiaries to contract with, DoCoMo if (a) such
arrangement will not fully realize its expected benefits in the reasonable
opinion of PLDT, (b) PLDT needs to maintain a relationship with a person other
than NTTC or DoCoMo pursuant to reasonable business arrangements in furtherance
of PLDT's strategic objectives or (c) the board of PLDT, SMART or its
subsidiaries determines that to be in the best interests of its company to enter
into such arrangements with a person other than DoCoMo.


<PAGE>


          DoCoMo and PLDT have agreed that they will, from time to time, discuss
other strategic developments in their respective businesses.

B. The Shareholders Agreement

          Simultaneously with the closing under the Strategic Agreement, the FPC
Parties, NTT-UK, and NTTC (the "Party Shareholders") entered into the
Shareholders Agreement. The Shareholders Agreement was amended by the
Co-Operation Agreement, dated January 31, 2006, in which FPC Parties and NTTC
agreed that DoCoMo will be added to the Shareholders Agreement as a Party
Shareholder upon the Transfer of DoCoMo PLDT Shares to DoCoMo pursuant to the
Stock Sale and Purchase Agreement. A copy of the Shareholders Agreement was
filed as Exhibit 5 to the Schedule 13D, and a copy of the Co-Operation Agreement
has been filed as Exhibit 8 to this Amendment No. 2, and any description
contained in this Amendment No. 2 relating to the Shareholders Agreement does
not purport to be complete and is qualified in its entirety by reference to the
Shareholders Agreement filed as Exhibit 5 to the Schedule 13D and the
Co-Operation Agreement filed as Exhibit 8 to this Amendment No. 2.

          The following summarizes certain of the principal terms of the
Shareholders Agreement, as amended by the Co-Operation Agreement.

          The following provisions of the Shareholders Agreement become
effective as to DoCoMo after the completion of the Transfer of DoCoMo PLDT
Shares to DoCoMo pursuant to the Stock Sale and Purchase Agreement.

          1. Board and Committee Representation

          In respect to NTTC's right to nominate two directors to the board of
PLDT, NTTC and the FPC Parties have agreed to use reasonable efforts to procure
a PLDT shareholders vote in favor of replacing one existing NTTC nominee on the
board of PLDT with one DoCoMo nominee.

          Upon the holdings of the Common Shares by NTTC, DoCoMo and their
respective subsidiaries reaching in aggregate 20% of the Common Stock then
issued and outstanding, and so long as DoCoMo and NTTC continue to hold at least
full legal and beneficial title to not less than 17.5% of the Common Shares then
issued and outstanding from time to time, each of NTTC and the FPC Parties will
cast its votes as a PLDT shareholder, lobby the directors of PLDT, and otherwise
use reasonable efforts to procure a vote in favor of any resolution put to the
meeting of the PLDT shareholders, for the purpose of effecting the election of
one additional DoCoMo nominee as a director of PLDT.

          In respect to NTTC's right to nominate two directors to the board of
SMART, NTTC and the FPC Parties have agreed to use reasonable efforts to procure


<PAGE>


a SMART shareholders vote in favor of replacing one existing NTTC nominee on the
board of PLDT with one DoCoMo nominee.

          Upon the holdings of the Common Shares by NTTC, DoCoMo and their
respective subsidiaries, reaching in aggregate 20% of the Common Stock then
issued and outstanding, and so long as DoCoMo and NTTC continue to hold at least
17.5% of the Common Shares then issued and outstanding from time to time, each
of NTTC and the FPC Parties have agreed to cast its votes as a PLDT shareholder,
lobby the directors of PLDT, and otherwise use reasonable efforts to procure a
vote in favor of any resolution put to the meeting of the SMART shareholders,
for the purpose of effecting the election of one additional DoCoMo nominee as a
director of SMART.

          2. Committees and Subsidiary Committees

          Each of the FPC Parties, PLDT and NTTC have agreed to use reasonable
efforts to procure that DoCoMo be entitled to appoint one individual, who may be
replaced at any time, to attend any committee of PLDT or SMART as a member,
advisor or observer.

          3. Unanimous Consent

          The Party Shareholders and DoCoMo have agreed not to permit PLDT,
without the prior written consent of all the other parties, to:

          (i) engage in any business other than the telecommunications and
related activities currently engaged in by PLDT or cease to carry on any
substantial part of the telecommunications and related activities currently
engaged in by PLDT;

          (ii) merge or consolidate with or into any other company or entity;

          (iii) take any steps to effect the winding up of PLDT or pass any
resolution to liquidate PLDT; or

          (iv) apply to any court, administrative agency or tribunal to order a
meeting of creditors or any class of creditors or members or any class of
members or to sanction any compromise or arrangement between creditors or
shareholders of PLDT.

          Under the Co-Operation Agreement, NTTC and DoCoMo have agreed to
discuss between themselves the manner in which their rights will be exercised.
Prior to July 1, 2006, NTTC is responsible for notifying PLDT and the FPC
Parties of decisions with respect to exercise of such rights to PLDT and the FPC
Parties. From and after July 1, 2006, DoCoMo is responsible for notifying PLDT
and the FPC Parties of such decisions. In each case, PLDT and the FPC Parties
are entitled to rely on any such notice as if it had been given by both NTTC and
DoCoMo.


<PAGE>


          4. Restrictions on Transfers of the Common Shares and PTIC Shares

          A Party Shareholder and DoCoMo may transfer its Common Shares only
after offering to sell such Shares to the non-disposing Party Shareholders or
with the prior written consent of the other Party Shareholders. Party
Shareholders and DoCoMo may encumber their Common Shares provided that such
encumbering Party Shareholder or DoCoMo provides certain information regarding
the encumbrance to the non-encumbering Party Shareholders or DoCoMo. Similar
restrictions apply to shares of Philippine Telecommunications Investment
Corporation.

          Notwithstanding the foregoing, transfer of NTTC's remaining Common
Shares after Transfer of the DoCoMo PLDT Shares to DoCoMo to any person is
subject to a superior right of first offer granted to DoCoMo, subject to the
limitations on share acquisitions described in paragraph (2)B(2)(b) below.

          In the event DoCoMo proposes to transfer any Common Shares which would
result in NTTC and DoCoMo holding, in the aggregate, less than 10% of the Common
Shares then issued and outstanding, then NTTC shall have a right of first offer
to purchase such Common Shares from DoCoMo on terms and conditions no less
favorable to DoCoMo than those on which DoCoMo proposes to transfer such Common
Shares. Such right shall be superior to any right of first refusal which any of
the FPC Parties may have in respect of such proposed transfer under the
Shareholders Agreement. Any such transfer from DoCoMo to NTTC pursuant to the
exercise by NTTC of this right will not give rise to a right of first offer by
the FPC Parties under the Shareholder Agreement and shall constitute a transfer
to a Permitted Transferee.

          Pursuant to the Co-Operation Agreement, NTTC and DoCoMo have agreed
that within the time periods provided for giving a Preemption Reply (as defined
in the Co-Operation Agreement), both parties will consult with each other
regarding the exercise of the relevant rights. DoCoMo will be entitled to
purchase all, or some, of the Common Shares or PTIC Shares which may be
purchased from a Party Shareholder, however, if DoCoMo decides not to purchase
some or all of the Common Shares or PTIC Shares, NTTC and DoCoMo have agreed
that NTTC shall have the option to purchase some or all of the Common Shares or
PTIC Shares.

          5. Termination

          The Shareholders Agreement will terminate if NTTC, DoCoMo or their
respective subsidiaries cease to own, in aggregate, full legal and beneficial
title to 10% of the Common Shares then issued and outstanding, or if the FPC
Parties and their respective subsidiaries cease to have effective voting power
in respect to at least 18.5% of the Common Shares then issued and outstanding.

C. The Registration Rights Agreement


<PAGE>


          On March 24, 2000, PLDT entered into registration rights agreements
with each of NTTC and the FPC Group in connection with the registration of their
Common Shares. A copy of the Registration Rights Agreement among PLDT, NTT-UK
and NTTC was filed as Exhibit 6 to the Schedule 13D, and any description
contained in this Amendment No. 2 relating to the Registration Rights Agreement
does not purport to be complete and is qualified in its entirety by reference to
the Registration Rights Agreement filed as Exhibit 6 to the Schedule 13D.

          The Registration Rights Agreement provides for four demand
registrations and unlimited piggy-back registration rights with respect to the
Common Shares held by NTTC. The rights are subject to the rights of PLDT to
delay or suspend registration upon the occurrence of certain events and certain
holdback agreements. PLDT is responsible for all fees and expenses in connection
with all but one of the demand registrations and all of the piggy-back
registrations (other than fees and expenses of legal counsel for NTTC and the
FPC Group).

          Pursuant to the Co-Operation Agreement, NTTC and PLDT have agreed as
soon as possible, and in any event within 60 days of the completion of the
Transfer of DoCoMo PLDT Shares to DoCoMo, to amend the Registration Rights
Agreement to increase NTTC's present entitlement to require four Demand
Registrations (as defined in the Registration Rights Agreement) to six Demand
Registrations, and to review the provisions of the Registration Rights Agreement
and hold discussions with DoCoMo to determine whether additional amendments are
required.

          Pursuant to the Stock Sale and Purchase Agreement, NTTC and DoCoMo
have agreed to use good faith efforts to negotiate their respective exercise of
any rights under the Registration Rights Agreement, as amended pursuant to the
Co-Operation Agreement, taking into account the respective interests of NTTC and
DoCoMo.

          After the Transfer of DoCoMo PLDT Shares to DoCoMo, or if the Transfer
occurs prior to July 1, 2006, then after July 1, 2006, NTTC and DoCoMo have
agreed, pursuant to the Co-Operation Agreement, to negotiate in good faith any
rights under the Registration Rights Agreement and the timing of exercising such
rights.

D. NTTC Commercial Agreements

          Ancillary to the SMART Transaction, PLDT and NTTC entered into various
commercial agreements (the "NTTC Commercial Agreements") which provide for,
among other things, the provision of mutual services on arm's length pricing
terms, access to NTTC's telecommunications network services and joint marketing
efforts. PLDT and NTTC also entered into an Advisory Services Agreement in
connection with these commercial agreements.


<PAGE>


E. Service Provider Agreement

          NTTC, along with certain other service providers, operates global and
international data managed telecommunications services marketed under the brand
name "Arcstar" using the telecommunications network of NTTC and other service
providers (the "Arcstar Network Services"). In connection with the appointment
of PLDT as a service provider of the Arcstar Network Services, the parties
agreed to the following:

          1. NTTC, at its cost and expense, is required to design the system
specification of the equipment through which PLDT will provide the Arcstar
Network Services. PLDT agreed to pay for the installation, assembly and
subsequent maintenance and modification of such equipment.

          2. NTTC agreed to design and determine a global network topology for
use in connection with the Arcstar Network Services and to the extent
commercially practical, PLDT agreed to prepare, install, set-up, maintain, and
modify, at its cost and expense, the facilities within its network and the
international leased circuits to be used in connection with the provision of the
Arcstar Network Services in the Philippines.

          3. PLDT is required to procure, maintain, manage and operate, at its
cost and expense, standard local access lines in the Philippines to be used for
the purpose of providing the Arcstar Network Services, the establishment of
which is subject to NTTC's acceptance.

          4. PLDT is obligated, at its cost and expense, to procure the carrier
management equipment and install and design the system-configuration of the
carrier management equipment as specified by NTTC for rental or sale to its
customers.

          5. PLDT has agreed to promote, market and sell the Arcstar Network
Services to its customers on a preferential basis over other competing services
subject to customer suitability.

F. Tradename and Trademark Agreement

          PLDT entered into an agreement with NTTC pursuant to which NTTC
licenses to PLDT certain tradenames and trademarks to be used in connection with
the marketing, promotion and selling of the Arcstar Network Services in the
Philippines.

G. Conventional International Telecommunications Services Agreement

          PLDT and NTTC agreed to certain mutually beneficial bilateral
arrangements for conventional international telecommunications services as
follows:

          1. PLDT and NTTC provide each other with transit and refilling
services of their respective international outgoing calls subject to various


<PAGE>


conditions, including having excess capacity, non-interference with existing
bilateral arrangements, terms no less favorable than those offered to other
carriers and overall strategic objectives.

          2. PLDT and NTTC seek to agree upon the terms on which they terminate
the outgoing calls to Japan and the Philippines.

          3. Subject to certain terms and conditions, PLDT and NTTC agreed to
cooperate in matters relating to international private leased circuit services,
excess cable capacity and cable capacity swap and planning.

H. Internet Agreement

          PLDT and NTTC agreed to coordinate their plans for deployment of
Internet transmission capacity for access to and connectivity with the public
Internet as follows:

          1. PLDT and its subsidiaries may not construct or procure additional
Internet capacity between the Philippines and destinations outside of the
Philippines or increase the capacity of its existing access to and connectivity
with the Internet without prior consultation with NTTC.

          2. The parties have agreed to form a joint committee to discuss
opportunities for use by PLDT and its subsidiaries of NTTC's international
transport facilities providing access to and connectivity with the Internet.

          3. Each of PLDT and its subsidiaries are required to inform NTTC of
its plans to allow a third party to carry its capacity or plans to use or
increase its capacity for its own use or use by a third party (other than
capacity to the U.S.) and NTTC will be given a right of last bid to match the
terms and conditions of such proposal.

          4. Subject to certain conditions, NTTC will also be given a right of
last bid in connection with PLDT's (or its subsidiaries') plans to introduce
Internet-related and other value added services on the Internet, which require
end-to-end arrangements with overseas providers.

I. Advisory Services Agreement

          NTTC provides PLDT with technical consultants, who advise PLDT's
finance group, strategy and support sector, information systems sector and
corporate customer service group and the Arcstar Network Services.

2) The following describes the 2006 DoCoMo Transaction giving rise to the filing
of this Amendment No. 2.


<PAGE>


          Pursuant to the Co-Operation Agreement, after the Transfer of the
DoCoMo PLDT Shares to DoCoMo, PLDT has agreed to use reasonable efforts to
procure that, with respect to the Advisory Services Agreement, PLDT and SMART
will receive at a minimum the specified aggregate number of Advisors (as defined
in the Advisory Services Agreement) to be provided by NTTC and DoCoMo
(together), in accordance with the timetable set out in the Co-Operation
Agreement. PLDT, NTTC and DoCoMo have agreed to review these numbers from time
to time.

          In addition and pursuant to the Co-Operation Agreement, as soon as
possible and in any event within 60 calendar days immediately after the Transfer
of the DoCoMo PLDT Shares to DoCoMo pursuant to the Stock Sale and Purchase
Agreement, NTTC, DoCoMo and the FPC Group have agreed to review and hold
discussions with one another in good faith with a view to determine whether the
NTT Commercial Agreements need to be amended in light of the Co-Operation
Agreement.

A. The Stock Sale and Purchase Agreement.

          As briefly described above, on January 31, 2006, NTTC and NTT DoCoMo
entered into the Stock Sale and Purchase Agreement pursuant to which NTTC has
agreed to transfer the DoCoMo PLDT Shares to DoCoMo. The completion of the
transfer of the DoCoMo PLDT Shares to DoCoMo is conditioned on the satisfaction
or waiver of the closing conditions set forth in the Stock Sale and Purchase
Agreement. Upon the satisfaction of the closing conditions set forth in the
Stock Sale and Purchase Agreement:

          (a)  DoCoMo will acquire from NTTC 12,633,486 Common Shares
          representing approximately 7.0% of the issued capital stock of the
          Company; and

          (b)  NTTC will transfer to DoCoMo 12,633,486 Common Shares, reducing
          its shareholdings in the Common Shares to 12,633,487, representing
          approximately 7.0% of the issued capital stock of the Company, upon
          the satisfaction of the closing conditions set forth in the Stock Sale
          and Purchase Agreement.

          The purchase price for the DoCoMo PLDT Shares is fixed at
52,102,815,772 Japanese Yen, and is based on the volume-weighted average of the
closing market prices of the Common Shares during the thirty calendar days
immediately prior to the date of the Stock Sale and Purchase Agreement. The
purchase price, fixed at a conversion rate of 2.26 Japanese Yen for 1 Philippine
Peso, will be paid by DoCoMo in immediately available funds by wire transfer at
the closing of the Transfer.

          A copy of the Stock Sale and Purchase Agreement is filed as Exhibit 7
of this Amendment No. 2, and any description contained in this Amendment No. 2
relating to the Stock Sale and Purchase Agreement does not purport to be
complete and is qualified in its entirety by reference to the Stock Sale and
Purchase Agreement filed as Exhibit 7 of this Amendment No. 2.


<PAGE>


          1. Co-Investment Arrangements

          From the date of the Stock Sale and Purchase Agreement, and with
respect to any matter primarily relating to the operation of wireless
telecommunications services, including without limitation, matters relating to
i-mode and the business of SMART Communications Inc., NTTC will cause the COA to
use good faith effort to discuss with and act in accordance with the direction
of DoCoMo's senior technical advisor.

          Upon the appointment of the COA by DoCoMo on or before July 1, 2006,
from the date which the Closing occurs, or if the Closing occurs prior to July
1, 2006, then from July 1, 2006, DoCoMo will cause the COA to act in accordance
with the direction of NTTC's executive advisor in the Philippines with respect
to any matter primarily relating to the operation of fixed-line
telecommunications, data or information and communications technology services.

          On and after the date of the Stock Sale and Purchase Agreement, each
of NTTC and DoCoMo have agreed not to take any action that would have an effect
of amending or terminating (i) any rights or obligations of NTTC under the
Commercial Agreements and (ii) any rights or obligations of DoCoMo under any
agreement between DoCoMo and PLDT or SMART. Each of NTTC and DoCoMo has agreed
to use good faith efforts to discuss with each other any conflict of interest
matters arising therefrom, taking into account each other's commercial and
business interests.

          From the date on which the Closing occurs, or if the Closing occurs
prior to July 1, 2006, then from July 1, 2006, NTTC and DoCoMo have agreed to
use good faith efforts to negotiate their respective exercise of any rights
under the Registration Rights Agreement, as amended pursuant to the Co-Operation
Agreement, taking into account the respective interests of NTTC and DoCoMo.

B. The Co-Operation Agreement

          As described under Item 3, on January 31, 2006, NTTC, DoCoMo and the
FPC Parties entered into the Co-Operation Agreement to grant DoCoMo certain
benefits and to amend the Shareholders Agreement and the Strategic Agreement in
connection with DoCoMo's proposed acquisition of the Common Shares from NTTC. A
copy of the Co-Operation Agreement is filed as Exhibit 8 of this Amendment No.
2, and any description contained in this Amendment No. 2 relating to the
Co-Operation Agreement does not purport to be complete and is qualified in its
entirety by reference to the Co-Operation Agreement filed as Exhibit 8 of this
Amendment No. 2.

          1. Provisions of the Co-Operation Agreement Effective on the Date of
the Co-Operation Agreement


<PAGE>


          (a) Permitted Transfer of the Common Shares

          Any transfer of the Common Shares from NTTC to DoCoMo is deemed to be
a transfer to a Permitted Transferee (as defined in the Shareholders Agreement),
and will not trigger FPC's right of first offer, or result in default or
constitute ground for termination of the Shareholders Agreement or the Strategic
Agreement.

          DoCoMo and NTTC have agreed that all the Common Shares held by DoCoMo
and NTTC as a result of the Transfer shall be subject to the covenants of the
Shareholders Agreement and Strategic Agreement, as amended by the Co-Operation
Agreement, as if DoCoMo were NTTC and a party to such agreements.

          (b) Alliance

          PLDT has agreed not to enter into any contract, understanding or
arrangement relating to preferred roaming or the lost inter operator tariff with
any person carrying on a Competing Business in Japan for a period of six months
from the date of the Co-Operation Agreement, without the prior consent of
DoCoMo.

          2. Provisions of the Co-Operation Agreement Effective Upon Closing of
the Stock Purchase and Sale Agreement

          (a) Lock-up

          The Co-Operation Agreement provides that prior to and including the
third anniversary of the Effective Date, DoCoMo shall not without the prior
written consent of the FPC Parties, and FPC Parties shall not without the prior
written consent of DoCoMo, transfer or create or permit to exist any Encumbrance
(as defined in the Shareholders Agreement), except those set out the
Co-Operation Agreement.

          (b) Restriction on Share Acquisitions

          NTTC and DoCoMo have warranted that they shall procure that their
respective representatives, advisers, and subsidiaries and affiliates and their
respective representatives and advisers shall not, directly or indirectly,
together hold more than 21% of then issued and outstanding Common Shares. If
such event does occur, the FPC Parties have the right to terminate their
respective rights and obligations under the Co-Operation Agreement, the
Shareholders Agreement and the Strategic Agreement by written notice to PLDT,
NTTC and DoCoMo. The right of FPC to terminate the above agreements will
terminate if FPC, its subsidiaries and affiliates hold less than 18.5% of the
Common Shares then issued and outstanding.

          (c) Support


<PAGE>


          Each of NTTC, DoCoMo and the FPC Parties have agreed that to the
extent permissible under applicable laws and regulations of the Philippines and
other jurisdictions, each of NTTC, DoCoMo and the FPC Parties will cast its vote
as a PLDT shareholder in support of any resolution proposed by the PLDT board of
directors for the purpose of safeguarding PLDT from a Hostile Transferee. If
NTTC, DoCoMo, or a FPC Party reasonably determines such action would or might
violate any applicable law or regulation, then NTTC, DoCoMo, or any of the FPC
Parties will not be bound by the above obligation.

          A "Hostile Transferee" is defined under the Co-Operation Agreement to
mean any person (other than NTTC, DoCoMo, FPC or any of their respective
affiliates) determined to be so by the board of directors of PLDT and includes,
without limitation, a person who announces an intention to acquire, seeks to
acquire or acquires 30% or more of the Common Shares then issued and outstanding
from time-to-time or having (by itself or together with itself) acquired 30% or
more of such Common Shares announces an intention to acquire, seeks to acquire
or acquires a further 2% of such Common Shares (a) at a price per share which is
less than the fair market value of a Common 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 the Common 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 the Common 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
NTTC and DoCoMo in good faith regarding whether such person should be considered
a Hostile Transferee.

          (d) Principle of Co-Operation, Exercise of Rights

          After NTTC and DoCoMo provide notice to PLDT and each of the FPC
Parties that NTTC has transferred to DoCoMo the First Minimum Shareholding
Threshold of not less than 12,633,248 Common Shares (the "Effective Date"),
NTTC, DoCoMo and FPC Parties have agreed that references to "NTT Group" under
the Shareholders Agreement and the Strategic Agreement shall include NTTC and
its subsidiaries and DoCoMo and its subsidiaries. References to an NTT Party
shall be construed as references to NTTC and DoCoMo and their respective
Permitted Transferees (as defined in the Shareholders Agreement).

          (e) Exercise of Rights by DoCoMo and NTTC

          In respect to rights of NTTC and DoCoMo set forth in the Co-Operation
Agreement, NTTC and DoCoMo have agreed to discuss between themselves the manner
in which such rights shall be exercised. NTTC and DoCoMo have also agreed to
consult with each other with respect to their first refusal rights. Both parties
have agreed that each is entitled to purchase any or all of the Common Shares
which the other party decides not to purchase.


<PAGE>


          (f) Permitted Transfers of the Common Shares

          In the event DoCoMo proposes to transfer any Common Shares which would
result in NTTC, DoCoMo or their respective subsidiaries holding, in aggregate,
less than 10% of the Common Shares then issued and outstanding, NTTC will have
the right of first offer to purchase the Common Shares from DoCoMo on terms and
conditions no less favorable to DoCoMo than those on which DoCoMo proposes to
transfer such Common Shares.

          (g) Board Appointments

          In respect of NTTC's right to nominate two directors to the board of
PLDT, each of NTTC and the FPC Parties have agreed to use reasonable efforts to
replace one existing NTTC nominee on the board of PLDT with one DoCoMo nominee.
Upon the collective holdings of the Common Shares by NTTC and its subsidiaries
and DoCoMo and its subsidiaries reaching 20% of the Common Shares then issued
and outstanding, and so long as DoCoMo and NTTC and their respective
subsidiaries continue to hold at least 17.5% of the Common Shares then issued
and outstanding, each of NTTC and the FPC Parties have agreed to use reasonable
efforts to effect the election of one additional DoCoMo nominee as a director of
PLDT.

          In respect of NTTC's right to nominate two directors to the board of
SMART, NTTC and the FPC Parties have agreed to use reasonable efforts to replace
one existing NTTC nominee on the board of PLDT with one DoCoMo nominee. Upon the
collective holdings of the Common Shares by NTTC and DoCoMo and their respective
subsidiaries reaching 20% of the Common Shares then issued and outstanding, and
so long as DoCoMo and NTTC continue to hold at least 17.5% of the Common Shares
then issued and outstanding from time to time, each of NTTC and the FPC Parties
have agreed to use reasonable efforts to effect the election of one additional
DoCoMo nominee as a director of SMART.

          (h) DoCoMo Holds at Least 17.5% of All the Common Shares

          When NTTC and DoCoMo and their respective subsidiaries collectively
hold 20% of the Common Shares then issued and outstanding and continue to hold
at least 17.5% of the Common Shares then issued and outstanding from time to
time, PLDT has agreed to consult DoCoMo prior to the first submission to the
board of PLDT of any proposal of investment in an entity that would primarily
engage in a business that would be in direct competition or substantially the
same business opportunities, customer base, products or services with business
carried on by DoCoMo, or which DoCoMo has announced publicly an intention to
carry on.

          Each of NTTC, PLDT and the FPC Parties have agreed that it will use
reasonable efforts to procure that SMART does not cease to carry on business,
dispose of all of its assets, issue Common Capital Stock, merge or consolidate,


<PAGE>


or effect winding up or liquidation without PLDT first consulting with DoCoMo no
later than thirty days prior to the first submission to the board of PLDT.

          (i) Additional Rights in Favor of DoCoMo

          NTTC, PLDT and the FPC Parties have agreed to cause SMART to execute
an agreement between SMART and DoCoMo to implement i-mode. PLDT and DoCoMo have
agreed in principle to collaborate with each other on the business development
of W-CDMA mobile communication network. In addition, PLDT has agreed, to the
extent of the power conferred by its direct or indirect shareholding of SMART:

          (a) to cause SMART to become a member of a strategic alliance group
for international roaming and corporate sales and services; and

          (b) to negotiate in good faith with DoCoMo to enter into a business
relationship concerning preferred roaming and inter-operator tariff discount
between DoCoMo and SMART with a view to concluding a binding agreement as soon
as possible but in any event not later than April 30, 2006.

          PLDT has agreed to use reasonable efforts to procure that PLDT and
SMART receive at a minimum nine Advisors to be provided by NTTC and DoCoMo in
accordance with the time schedule set out in the Co-Operation Agreement.

          (j) Non-Compete

          In case PLDT enters into any contractual arrangement with any person
relating to the operation of a Competing Business in Japan, PLDT will from date
of the Co-Operation Agreement until June 30, 2006, first provide NTTC, and if
NTTC declines, then provide DoCoMo the same opportunity, and from July 1, 2006,
provide DoCoMo, and if DoCoMo declines, then provide to NTTC the opportunity. In
case PLDT, SMART or any of SMART's subsidiaries intends to enter into any
contractual arrangement on or after July 1, 2006 with any person who is engaged
in a Competing Business with DoCoMo in the Philippines, PLDT shall use its
reasonable efforts to procure SMART and its subsidiaries to first provide DoCoMo
with the same opportunity to enter into such an agreement with PLDT, SMART or
any such SMART subsidiary.

          (k) Transitional Arrangements

          NTTC, DoCoMo and the FPC Parties have agreed that the COA, currently
appointed by NTTC, will be replaced by a DoCoMo nominee on or before July 1,
2006. From the Effective Date, DoCoMo will have the right to appoint a senior
technical advisor to SMART, and such advisor will assume the role of COA upon
the replacement of the COA on or before July 1, 2006. Prior to becoming a COA,
the senior technical advisor will be entitled to be an observer at meetings of


<PAGE>


the board of SMART, and advisor to each of SMART Mancom, PLDT Mancom and Joint
Mancom, and director of the board of PLDT. The new COA 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 direct of the board of PLDT.

          (l) Provision of PLDT's Financial Information

          If DoCoMo and/or NTT are required in preparation of its statutory
financial statements in accordance with GAAP to reflect their respective
interests in the Common Shares using the equity method, PLDT has agreed to
provide DoCoMo with financial information in relation to PLDT that is necessary
to satisfy such reporting obligations, including information specified in the
Co-Operation Agreement.

          3. Provisions of the Co-Operation Agreement Effective on and after
July 1, 2006

          NTTC and DoCoMo have agreed to discuss between themselves the manner
in which their rights will be exercised. Prior to July 1, 2006, NTTC is
responsible for notifying PLDT and the FPC Parties of decisions with respect to
exercise of such rights to PLDT and the FPC Parties. From and after July 1,
2006, DoCoMo is responsible for notifying PLDT and the FPC Parties of such
decisions. In each case, PLDT and the FPC Parties are entitled to rely on any
such notice as if it had been given by both NTTC and DoCoMo.

          NTTC and DoCoMo have also agreed that NTTC will irrevocably assign to
DoCoMo on July 1, 2006, all of NTTC's rights to nominate and provide the COA
pursuant to the Advisory Services Agreement.

Information about pledges or contingencies giving other persons voting or
investment power over the Common Shares beneficially owned by the Reporting
Persons.

The Fernandez Petition

          On December 9, 1999, Victor C. Fernandez (a PLDT stockholder owning
preferred shares), filed a petition (with an application for the issuance of a
writ of preliminary injunction against the then incumbent directors of PLDT
before the Philippine Securities and Exchange Commission (the "PSEC")
questioning the validity of the resolutions of the Board of Directors of PLDT
authorizing the acquisition of SMART. Fernandez claimed that he would suffer
injury from dilution of his shares and the possible revocation of PLDT's
franchise in view of the violation of the Philippine Constitution's foreign
equity restrictions and anti-trust provision if said resolutions were
implemented. Fernandez also claimed that NTTC's approval rights would constitute
foreign intervention in the management and operation of a public utility and
that the SMART shares being acquired by PLDT were overvalued.

          The request of Victor C. Fernandez for the issuance by the PSEC of a
temporary restraining order to enjoin the holding of the special meeting of the


<PAGE>


stockholders of PLDT on December 10, 1999 was denied by the PSEC thereby
allowing said meeting to proceed as scheduled. The stockholders approved the
resolutions passed by the Board of Directors authorizing the acquisition of
SMART. On June 20, 2000, the PSEC denied Fernandez's application for a writ of
preliminary injunction.

          In view of the provisions of Republic Act No. 8799 enacted in July
2000, referred to as the Securities Regulations Code, transferring the
jurisdiction of intra-corporate controversies to the Regional Trial Court, the
PSEC transferred the case to the Regional Trial Court of Manila. Upon a motion
filed by the respondents, the case was later ordered transferred to the Regional
Trial Court of Makati City, the proper venue pursuant to the Rules of Procedure
Governing Intra-Corporate Controversies because it has jurisdiction over the
place where PLDT's principal office is located.

          After due proceedings, the Makati Court issued a February 21, 2003
Decision upholding the subject resolutions and dismissing Fernandez's petition.
Fernandez then appealed to the Philippine Supreme Court in April 2003, but the
Court dismissed his appeal (and also denied his motion to elevate the case to
the Supreme Court en banc) and later denied his two motions for reconsideration
on June 9, 2003 and November 22, 2004. The case's dismissal was confirmed to
have become final and executory with the Supreme Court's issuance of an Entry of
Judgment on December 21, 2004.

          The PLDT directors-respondents to Fernandez' petition have pursued
counterclaims (consisting of attorney's fees and moral and exemplary damages)
against him, in light of what they perceived to be his baseless suit. After
hearing the respondents' evidence, the Makati Court denied their counterclaims
on February 27, 2004. The respondents have elevated this issue to the Court of
Appeals which, on May 3, 2005, after the parties exchanged pleadings, deemed the
matter submitted for resolution. The parties are awaiting the Court of Appeals'
decision.

Item 7.     Material to be Filed as Exhibits.

               Item 7 of the Schedule 13D is hereby amended and supplemented by
adding the following exhibits:


<PAGE>


Exhibit No.    Exhibit Name
- -----------    ------------
   1           Joint Filing Agreement dated February 6, 2006.

   2*          Strategic Agreement, dated September 28, 1999, by and among
               PLDT, the FPC Group and NTTC.

   3*          First Amendment to the Strategic Agreement, dated March 8, 2000,
               by and among PLDT, the FPC Group and NTTC.

   4*          Second Amendment to the Strategic Agreement, dated March 8, 2000,
               by and among PLDT, the FPC Group and NTTC.

   5*          Shareholders Agreement, dated March 24, 2000, by and among
               NTT-UK, NTTC and the FPC Parties.

   6*          Registration Rights Agreement, dated March 24, 2000, by and among
               NTT-UK, NTTC and PLDT.

   7           Stock Sale and Purchase Agreement dated January 31, 2006.

   8           Co-Operation Agreement dated January 31, 2006.

     *Incorporated by reference from the Reporting Persons' Schedule 13D dated
      March 24, 2000


<PAGE>


                                    SIGNATURE

          After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

Dated:  February 6, 2006                NIPPON TELEGRAPH AND TELEPHONE
                                        CORPORATION



                                        By:      /s/ Kiyoshi Kousaka
                                            -----------------------------------
                                        Name:    Kiyoshi Kousaka
                                        Title:   Senior Vice President



<PAGE>



                                    SIGNATURE

               After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.

Dated:  February 6, 2006                NTT COMMUNICATIONS CORPORATION



                                        By:     /s/ Haruhiko Yamada
                                            -----------------------------------
                                        Name:    Haruhiko Yamada
                                        Title:   Vice President and Executive
                                                 Manager, Corporate Planning


<PAGE>



                                   SCHEDULE A
                                   ----------

                        DIRECTORS AND EXECUTIVE OFFICERS

                                       OF

               NIPPON TELEGRAPH AND TELEPHONE CORPORATION ("NTT")

         The name, country of citizenship, residential or business address,
present principal occupation or employment, and the name, principal business and
address of any corporation or other organization in which such employment is
conducted, of each of the directors and executive officers of NTT is set forth
below. All of the persons listed below are directors of NTT and unless otherwise
indicated, each occupation set forth opposite a director's name refers to
employment with NTT. If no address is given, the director's business address is
3-1, Otemachi 2-chome, Chiyoda-ku, Tokyo 100-8116, Japan. NTT's principal
business is serving as a holding company for subsidiaries engaged in providing
telecommunications services. These services fall into seven major classes:
telephone services, telegraph services, leased circuit services, data
communication facility services, Integrated Services Digital Network ("ISDN")
services, sale of telecommunication equipment and other services.

Directors
- ---------
Name               Country of Citizenship    Present Principal Occupation or
                                             Employment andPrincipal Business
- --------------------------------------------------------------------------------
Norio Wada         Japan                     President & CEO
Satoshi Miura      Japan                     Senior Executive Vice President
Ryuji Yamada       Japan                     Senior Executive Vice President
Yuji Inoue         Japan                     Senior Vice President
Shin Hashimoto     Japan                     Senior Vice President
Hiroo Unoura       Japan                     Senior Vice President
Ken Yagi           Japan                     Senior Vice President
Akira Arima        Japan                     Senior Vice President
Kiyoshi Kousaka    Japan                     Senior Vice President
Haruki Matsuno     Japan                     Senior Vice President
Takashi Imai       Japan                     Senior Vice President
                                             Chairman Emeritus and Executive
                                             Counselor of Nippon Steel
                                               Corporation,
                                             6-3, Otemachi 2-chome, Chiyoda-ku,
                                             Tokyo 100-8017, Japan
Yotaro Kobayashi   Japan                     Senior Vice President
                                             Chairman and Representative
                                             Director of Fuji Xerox Co., Ltd.,
                                             17-22, Akasaka 2-chome, Minato-ku,
                                             Tokyo 107-0052, Japan
Masamichi Tanabe   Japan                     Corporate Auditor


<PAGE>


Johji Fukuda       Japan                     Corporate Auditor
Masao Iseki        Japan                     Corporate Auditor
Yoshio Miwa        Japan                     Corporate Auditor
Yasuchika Negoro   Japan                     Corporate Auditor


<PAGE>


                                   SCHEDULE B

                        DIRECTORS AND EXECUTIVE OFFICERS

                                       OF

                     NTT COMMUNICATIONS CORPORATION ("NTTC")

     The name, country of citizenship, residential or business address, present
principal occupation or employment, and the name, principal business and address
of any corporation or other organization in which such employment is conducted,
of each of the directors and executive officers of NTTC is set forth below. All
of the persons listed below are directors of NTTC and unless otherwise
indicated, each occupation set forth opposite a director's name refers to
employment with NTTC. If no address is given, the director's business address is
1-6 Uchisaiwai-cho, 1-chome, Chiyoda-ku, Tokyo 100-8019, Japan. NTTC's principal
business is providing international and long distance telecommunications
services and data transmission services.


Directors
- ---------
Name               Country of Citizenship    Present Principal Occupation or
                                             Employment andPrincipal Business
- --------------------------------------------------------------------------------
Hiromi Wasai       Japan                     President & CEO
Masayuki Nomura    Japan                     Senior Executive Vice President
Masaki Mitsumura   Japan                     Senior Executive Vice President
Masae Tamura       Japan                     Executive Vice President
Osamu Inoue        Japan                     Executive Vice President
Yo Yusa            Japan                     Executive Vice President
Masayuki Nakagawa  Japan                     Senior Vice President
Koichi Maeda       Japan                     Senior Vice President
Akira Yabiki       Japan                     Senior Vice President
Sadao Maki         Japan                     Senior Vice President
Mitsuo Murakami    Japan                     Senior Vice President
Masanobu Suzuki    Japan                     Senior Vice President
Tatsuo Kawasaki    Japan                     Senior Vice President
Testuya Obata      Japan                     Senior Vice President
Yutaka Yamaga      Japan                     Corporate Auditor
Kenichi Shiraishi  Japan                     Corporate Auditor
Kikuo Mito         Japan                     Corporate Auditor


<PAGE>



                                INDEX TO EXHIBITS


Exhibit No.    Exhibit Name
- -----------    ------------
   1           Joint Filing Agreement dated February 6, 2006.

   2*          Strategic Agreement, dated September 28, 1999, by and among PLDT,
               the FPC Group and NTTC.

   3*          First Amendment to the Strategic Agreement, dated March 8, 2000,
               by and among PLDT, the FPC Group and NTTC.

   4*          Second Amendment to the Strategic Agreement, dated March 8, 2000,
               by and among PLDT, the FPC Group and NTTC.

   5*          Shareholders Agreement, dated March 24, 2000, by and among
               NTT-UK, NTTC and the FPC Parties.

   6*          Registration Rights Agreement, dated March 24, 2000, by and among
               NTT-UK, NTTC and PLDT.

   7           Stock Sale and Purchase Agreement dated January 31, 2006.

   8           Co-Operation Agreement dated January 31, 2006.

     *Incorporated by reference from the Reporting Persons' Schedule 13D dated
      March 24, 2000

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1
<SEQUENCE>2
<FILENAME>was5318ex99-3.txt
<DESCRIPTION>JOINT FILING AGREEMENT
<TEXT>

                                                                       EXHIBIT 1
                                                                       ---------


                             JOINT FILING AGREEMENT

          In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, the undersigned agree to the joint filing on behalf of each of
them of a statement on Schedule 13D with respect to the shares of common capital
stock of Philippine Long Distance Telephone Company and further agree that this
Joint Filing Agreement be included as an Exhibit to such joint filing. This
Agreement may be executed in any number of counterparts all of which taken
together shall constitute one and the same instrument.

          In evidence thereof, the undersigned, being duly authorized, hereby
executes this Agreement on February 6, 2006.


                          NTT TELEGRAPH AND TELEPHONE CORPORATION

                          By: /s/ Kiyoshi Kousaka
                              -----------------------------
                          Name:   Kiyoshi Kousaka
                          Title:  Senior Vice President


                          NTT COMMUNICATIONS CORPORATION

                          By: /s/ Haruhiko Yamada
                              -----------------------------
                          Name:   Haruhiko Yamada
                          Title:  Vice President and Executive Manager
                                  Corporate Planning


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-7
<SEQUENCE>3
<FILENAME>was5318ex99-1.txt
<DESCRIPTION>STOCK SALE AND PURCHASE AGREEMENT
<TEXT>
                                                                      EXHIBIT 7
                                                                      ---------

EXECUTION COPY








                        STOCK SALE AND PURCHASE AGREEMENT




                                 By and Between

                         NTT COMMUNICATIONS CORPORATION

                                       and

                                NTT DOCOMO, INC.



                          Dated as of January 31, 2006

                         -------------------------------

                          SALE OF COMMON SHARES OF PLDT



<PAGE>

EXECUTION COPY


                        STOCK SALE AND PURCHASE AGREEMENT
                        _________________________________


        This STOCK SALE AND PURCHASE AGREEMENT (this "Agreement"), dated as of
                                                      ---------
January 31, 2006, is made and entered into by and between NTT Communications
Corporation ("Seller") and NTT DoCoMo, Inc. ("Purchaser").
              ------                          ---------

                                    RECITALS

        WHEREAS, Seller desires to sell, and Purchaser desires to purchase,
12,633,486 shares, each with a par value of PhP5.00, of common stock of
Philippine Long Distance Telephone Company ("PLDT", and the common stock of
                                             ----
PLDT, the "Common Stock") owned by Seller on the terms and subject to the
           ------------
conditions hereinafter set forth (the "Transaction");
                                       -----------

         WHEREAS, Seller, Purchaser, the FPC Parties (as defined below) and PLDT
have entered into a Co-Operation Agreement (the "Co-Operation Agreement") of
                                                 ----------------------
even date herewith pursuant to which, among other things, the parties thereto
have agreed that the sale of the Shares by Seller to Purchaser as contemplated
in this Agreement will be deemed to be a transfer to a Permitted Transferee (as
that term is defined in the Shareholders Agreement), and (i) will not trigger
First Pacific Company Limited's right of first offer on any disposal of the
Common Stock of PLDT pursuant to the Shareholders Agreement ("Shareholders
                                                              ------------
Agreement") dated as of March 24, 2000 by and among NTT Communications Capital
- ---------
(UK) Limited, Seller, First Pacific Company Limited, Metro Pacific Corporation,
Metro Asia Link Holdings, Inc., Metro Pacific Resources, Inc., Larouge B.V., and
Metro Pacific Assets Holdings, Inc. (First Pacific Company Limited, Metro
Pacific Corporation, Metro Asia Link Holdings, Inc., Metro Pacific Resources,
Inc. Larouge B.V., and Metro Pacific Assets Holdings, Inc. are collectively
referred to herein as the "FPC Parties"), (ii) will not result in a default or a
                           -----------
ground for termination of the Shareholders Agreement or the Stock Purchase and
Strategic Investment Agreement (the "SPSIA") dated as of September 28, 1999 by
                                     -----
and among PLDT, First Pacific Company Limited, Metro Pacific Corporation, Metro
Asia Link Holdings, Inc., Metro Pacific Resources, Inc. and Seller, as amended,
and (iii) will not provide a basis for the exercise by PLDT of its right to
terminate certain strategic arrangements under the SPSIA; and

        WHEREAS, the Co-Operation Agreement further provides that Seller and
Purchaser shall be severally bound by the covenants in the Shareholders
Agreement and the SPSIA, both as amended by the Co-Operation Agreement, that
apply to Seller (including, without limitation, First Pacific Company Limited's
right of first offer on disposal) as if the transfer of the Shares from Seller
to Purchaser had not occurred, and as if Purchaser were Seller (and a party to
such agreements).

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

                                   ARTICLE I.
                           PURCHASE AND SALE OF SHARES

         1.1    Purchase and Sale of Shares. On the terms and subject to the
                ---------------------------
<PAGE>


conditions set forth in this Agreement, at the Closing (as herein defined),
Seller shall sell, convey, assign, transfer and deliver to Purchaser 12,633,486
shares of Common Stock (the "Shares"), free and clear of all Encumbrances.
                             ------

     1.2  The  Purchase Price.  On the terms and subject to the conditions of
          -------------------
this Agreement, in consideration of the aforesaid sale, conveyance, assignment,
transfer  and  delivery  to Purchaser of the Shares, Purchaser shall pay to
Seller an amount (the  "Purchase  Price") equal to the product of  12,633,486
                        ---------------
and the volume-weighted average of the closing market prices of the Common Stock
in the Philippine Stock Exchange ("PSE") during the thirty (30) calendar days
                                   ---
immediately prior to the date of this Agreement.  For the avoidance of doubt,
the aforesaid weighted average of the closing market prices in Philippine Peso
shall be determined by rounding off the figure less than five or rounding up the
figure not less than five in the third decimal points and fixed at second
decimal points for the use of the above calculation.  The Purchase Price shall
be converted from Philippine Peso into Japanese Yen using TTM exchange rate at
The Bank of Tokyo-Mitsubishi UFJ, Ltd. as of the Business Day immediately prior
to the date of this Agreement and paid in Japanese yen, and in accordance with
Section 2.3 of this Agreement.  For the avoidance of doubt, the aforesaid
conversion from Philippine Peso to Japanese Yen shall be calculated by rounding
off the figure less than five or rounding up the figure not less than five in
the first decimal point and fixed in Japanese Yen as counting number without any
decimals.

        The aforesaid volume-weighted average of the closing market prices is
hereby determined at Philippine Peso 1,824.86, and the applied TTM exchange
rate for the conversion is fixed at Japanese Yen 2.26 for the equivelant value
of one Philippine Peso. Accordingly, the Purchase Price based on the above
calculation is hereby converted, fixed, and agreed by the Seller and Purchaser
at Japanese Yen 52,102,815,772.


                                   ARTICLE II.
                                   THE CLOSING

       2.1      The Closing. The closing (the "Closing") of the sale, purchase
                -----------                    -------
and transfer by Seller to Purchaser of the Shares pursuant to this Agreement
shall be effected as a block sale of the Shares, effected by means of a
bilateral transfer through the PSE.

        Seller and Purchaser shall make any necessary arrangements to effect
the sale, purchase and transfer through the PSE by engaging and procuring an
identical broker (the "Broker") to facilitate and execute the Transaction.
                       ------

        Immediately after the satisfaction and/or waiver of all conditions to
closing set forth in Article VIII, both of Seller and Purchaser shall instruct
the Broker to obtain an approval from the PSE's Floor Trading and Arbitration
Committee for the block sale of the Shares in favour of the Transaction (such
date, the "Pre-Closing Date"). On or one (1) Business Day after the date of
           ----------------
PSE's approval in favor of the Transaction, the Broker shall execute the
Transaction (the "Transaction Date"). Approximately three (3) Business Days
                  ----------------
after the Transaction Date, the transfer of the Shares and the settlement of
transaction proceeds shall be completed (the "Closing Date").
                                              ------------

        2.2 Transacting the Shares on the PSE. On the Transaction Date, the
            ---------------------------------

                                       3

<PAGE>

Broker shall transact the Shares on the PSE in favor of Purchaser. Seller hereby
agrees to execute all such agreements (including a Deed of Sale) and perform all
such acts as may be reasonably required for the Broker to transact the Shares.
Seller shall thereafter deliver to Purchaser written confirmation from the
Broker that the Shares have been transacted on the PSE.

        2.3 Payment of Purchase Price. On the Closing Date, the Purchase Price
            -------------------------
shall be paid by Purchaser in immediately available funds by wire transfer in
accordance with written instructions to be given by Seller to Purchaser not less
than five (5) Business Days prior to the Closing Date.


                                  ARTICLE III.
                    REPRESENTATIONS AND WARRANTIES OF SELLER

        Seller represents and warrants to Purchaser that all of the statements
contained in this Article III are true and complete as of the date of this
Agreement (or, if made as of a specified date, as of such date).

        3.1     Organization and Good Standing. Seller is a company duly
                ------------------------------
organized  and  validly  existing  under  the  laws of  Japan,  and has the
requisite  corporate  power and  authority to carry on its business as it is now
being conducted and proposed to be conducted,  except where the failure to be so
organized  and  existing  or to have  such  power or  authority  would not have,
individually or in the aggregate,  a material adverse effect on Seller's ability
to consummate the Transaction.

        3.2     Authorization; Validity of Agreement. Seller has the corporate
                ------------------------------------
power and authority to execute and deliver this Agreement and to consummate the
Transaction. The execution, delivery and performance by Seller of this Agreement
and the consummation of the Transaction have been duly authorized by the board
of directors of Seller, and no other corporate action on the part of Seller is
necessary to authorize the execution and delivery by Seller of this Agreement or
the consummation of the Transaction. No vote of, or consent by, the holders of
any class or series of stock or voting debt issued by Seller is necessary to
authorize the execution and delivery by Seller of this Agreement or the
consummation by it of the Transaction. This Agreement has been duly executed and
delivered by Seller, and, assuming the due and valid authorization, execution
and delivery hereof by Purchaser, is a valid and binding obligation of Seller,
enforceable against Seller in accordance with its terms except (i) as limited by
applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance and other similar laws of general application affecting enforcement
of creditors' rights generally and (ii) that the availability of the remedy of
specific performance or injunctive or other forms of equitable relief may be
subject to equitable defenses and would be subject to the discretion of the
court before which any proceeding therefor may be brought.

        3.3     Consents and Approvals; No Violations. Except for the filings,
                -------------------------------------
permits, authorizations, consents and approvals as may be required under, and
other applicable requirements of, the Exchange Act and the Securities Regulation
Code, the filing of the relevant tax returns and payment of taxes therefor to
the Philippine Bureau of Internal Revenue (the "BIR"), the filing of the
                                                ---
application for the transfer of the Bangko Sentral ng Pilipinas Registration
Document (the "BSRD") from Seller to Purchaser after the Closing, and the
               ----

                                       4

<PAGE>

approval by the PSE of the block sale of the Shares as contemplated in this
Agreement, none of the execution, delivery or performance of this Agreement by
Seller or the consummation by Seller of the Transaction or compliance by Seller
with any of the provisions hereof will (i) conflict with or result in any breach
of any provision of the certificate of incorporation or by-laws of Seller, (ii)
require any filing with, or permit, authorization, consent or approval of, any
Governmental Body, (iii) result in a violation or breach of, or constitute a
default under, any of the terms, conditions or provisions of any agreement or
instrument to which Seller is a party, or (iv) violate any order, writ,
injunction, decree, statute, rule or regulation applicable to Seller, excluding
from the foregoing clauses (ii), (iii) and (iv) such violations, breaches or
defaults which would not, individually or in the aggregate, have a material
adverse effect on Seller's ability to consummate the Transaction.

        3.4     Litigation. To the Knowledge of Seller, there is no claim,
                ----------
action, suit, audit, assessment, arbitration, inquiry or other proceeding in any
jurisdiction pending or threatened against or involving Seller which, if
adversely determined, would reasonably be expected to have a material adverse
effect on its right or ability to perform any of its obligations under this
Agreement, or consummate the Transaction.

        3.5     Ownership  of  Shares.  Seller  is the  record  and  beneficial
                ---------------------
owner of the Shares, and free and clear of all Encumbrances.

        3.6     Good Title Conveyed. Transacting the Shares on the PSE in favor
                -------------------
of Purchaser and other instruments to be executed and delivered by Seller to
Purchaser at the Closing will effectively vest in Purchaser good, valid and
marketable title to, and ownership of, all the Shares to be transferred to
Purchaser pursuant to and as contemplated by this Agreement free and clear of
all Encumbrances.

        3.7     Warranties on PLDT.
                ------------------

        (a)     PLDT is a company duly organized and validly existing under the
laws of the Philippines, and has the requisite corporate power and authority to
carry on its business as it is now being conducted and proposed to be conducted;

        (b)     To the Knowledge of Seller and except as has been Disclosed by
PLDT, (i) the audited Philippine GAAP financial statements of PLDT as of and for
the year ended December 31, 2004 and the unaudited Philippine GAAP financial
statements of PLDT as of and for the period ended June 30, 2005 (the "Philippine
                                                                      ----------
GAAP Interim Financial Statements"), in each case fairly present in all material
- ---------------------------------
respects the financial position and results of operations of PLDT in accordance
with Philippine GAAP, as of such date and for such periods, and the balance
sheets included therein state and properly reflect all material liabilities
(including contingent liabilities of PLDT) as of the respective dates thereof
and (ii) the audited US GAAP financial statements of PLDT as of and for the year
ended December 31, 2004 and the unaudited US GAAP financial statements of PLDT
as of and for the period ended June 30, 2005 (the "U.S. GAAP Interim Financial
                                                   ---------------------------
Statements" and, together with the Philippine GAAP Interim Financial Statements,
- ----------
the "Interim Financial Statements"), in each case fairly present in all material
     ----------------------------
respects the financial position and results of operations of PLDT in accordance
with U.S. GAAP, as of such date and for such periods, and the balance sheets
included therein state and properly reflect all material liabilities (including
contingent liabilities of PLDT) as of the respective dates thereof;

                                       5

<PAGE>


        (c)     To the Knowledge of Seller and except as has been Disclosed by
PLDT, since June 30, 2005, PLDT has not incurred any liability or obligation of
any nature (absolute, accrued, contingent or otherwise) which is not fully
reflected or reserved against in the Interim Financial Statements, which, in
accordance with U.S. GAAP or Philippine GAAP, as applicable, would be required
to be reflected on the balance sheet of PLDT, other than immaterial liabilities
and liabilities incurred in the ordinary course of business;

        (d)     To the Knowledge of Seller and except as has been Disclosed by
PLDT, since June 30, 2005, PLDT has operated in the ordinary course of business
consistent with past practice, and there has not been a material adverse change
in the assets, liabilities, properties, business, results of operations or
condition (financial or otherwise) of PLDT;

        (e)     To the Knowledge of Seller and except as has been Disclosed by
PLDT, PLDT has complied in all material respects with all applicable laws,
statutes, ordinances, rules, regulations and orders applicable to PLDT and has
not received any written notice alleging any material non-compliance of PLDT
with such applicable laws, statutes, ordinances, rules, regulations and orders;

        (f)     To the Knowledge of Seller and except as has been Disclosed by
PLDT, there is no claim, action, suit, audit, assessment, arbitration, inquiry
or other proceeding in any jurisdiction pending or threatened against or
involving PLDT which, if adversely determined, would reasonably be expected to
have a material adverse effect on the assets, liabilities, properties, business,
results of operations or condition (financial or otherwise) of PLDT or result in
any material liability or obligation on PLDT; and

        (g)     To the Knowledge of Seller and except as has been Disclosed by
PLDT, PLDT has filed all tax returns as required to be filed by it in the manner
provided by law.


                                   ARTICLE IV.
                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

        Purchaser represents and warrants to Seller that all of the statements
contained in this Article IV are true and complete as of the date of this
Agreement (or, if made as of a specified date, as of such date).

        4.1     Organization and Good Standing. Purchaser is a company duly
                ------------------------------
organized and validly existing under the laws of Japan, and has the requisite
corporate power and authority to carry on its business as it is now being
conducted and proposed to be conducted, except where the failure to be so
organized and existing or to have such power or authority would not have,
individually or in the aggregate, a material adverse effect on Purchaser's
ability to consummate the Transaction.

        4.2     Authorization; Validity of Agreement. Purchaser has full
                ------------------------------------
corporate power and authority to execute and deliver this Agreement and to
consummate the Transaction. The execution, delivery and performance by Purchaser
of this Agreement and the consummation of the Transaction have been duly
authorized by the board of directors of Purchaser, and no other corporate action
on the part of Purchaser is necessary to authorize the execution and delivery by

                                       6

<PAGE>

Purchaser of this Agreement or the consummation of the Transaction. No vote of,
or consent by, the holders of any class or series of stock or voting debt issued
by Purchaser is necessary to authorize the execution and delivery by Purchaser
of this Agreement or the consummation by it of the Transaction. This Agreement
has been duly executed and delivered by Purchaser, and, assuming the due and
valid authorization, execution and delivery hereof by Seller, is a valid and
binding obligation of Purchaser, enforceable against Purchaser in accordance
with its terms except (i) as limited by applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance and other similar laws of
general application affecting enforcement of creditors' rights generally and
(ii) that the availability of the remedy of specific performance or injunctive
or other forms of equitable relief may be subject to equitable defenses and
would be subject to the discretion of the court before which any proceeding
therefor may be brought.

        4.3     Consents and Approvals; No Violations. Except for the filings,
                -------------------------------------
permits, authorizations, consents and approvals as may be required under, and
other applicable requirements of, the Exchange Act and the Securities Regulation
Code, the filing of the relevant tax returns and payment of taxes therefor to
the BIR, the filing of the application for the transfer of the BSRD from Seller
to Purchaser after the Closing and the approval by the PSE of the block sale of
the Shares as contemplated in this Agreement, none of the execution, delivery or
performance of this Agreement by Purchaser, the consummation by Purchaser of the
Transaction or compliance by Purchaser with any of the provisions hereof will
(i) conflict with or result in any breach of any provision of the certificate of
incorporation or by-laws of Purchaser, (ii) require any filing with, or permit,
authorization, consent or approval of, any Governmental Body, (iii) result in a
violation or breach of, or constitute a default under, any of the terms,
conditions or provisions of any agreement or instrument to which Purchaser is a
party, or (iv) violate any order, writ, injunction, decree, statute, rule or
regulation applicable to Purchaser, excluding from the foregoing clauses (ii),
(iii) and (iv) such violations, breaches or defaults which would not,
individually or in the aggregate, have a material adverse effect on Purchaser's
ability to consummate the Transaction.

        4.4     Investigation. Purchaser hereby acknowledges that it has had an
                -------------
opportunity to evaluate the business, affairs and current prospects of PLDT.
Purchaser further acknowledges having had access to information about PLDT that
is sufficient for it to make a decision on the investment pursuant to this
Agreement.


                                   ARTICLE V.
                        COVENANTS OF SELLER AND PURCHASER

        5.1     Publicity. Neither Seller nor Purchaser shall issue any press
                ---------
release or public announcement concerning this Agreement or the Transaction
without obtaining the prior written approval of the other party hereto, which
approval will not be unreasonably withheld or delayed, unless disclosure is
otherwise required by applicable law or a Governmental Body or by the applicable
rules of any stock exchange on which Purchaser's, Seller's or PLDT's securities
are listed, provided that, to the extent required by applicable law or a
Governmental Body, the party intending to make such release shall consult with
the other party with respect to the text thereof. The parties also acknowledge
and agree that copies of this Agreement may be required to be presented and/or
submitted (i) to the PSE for purposes of obtaining the approval for the block
sale contemplated by this Agreement, and (ii) to the US SEC, NYSE and/or PLDT

                                       7


<PAGE>

for the purpose of complying with the filing requirements under the Exchange Act
and may be required to be publicly disclosed thereunder.

        5.2     Reasonable Commercial Efforts. Upon the terms and subject to the
                -----------------------------
conditions set forth in this Agreement, each of the parties agrees to use its
reasonable commercial efforts to take, or cause to be taken, all actions, and to
do, or cause to be done, and to assist and cooperate with the other parties in
doing, all things necessary, proper or advisable to consummate and make
effective, in the most expeditious manner practicable, the Transaction,
including the following: (i) the performing of all actions necessary to cause
the conditions to the Closing to be satisfied as promptly as practicable; (ii)
the obtaining of waivers, consents and approvals from Governmental Bodies and
the PSE, the making of all necessary registrations and filings, if any
(including filings with Governmental Bodies and the PSE), and the taking of all
steps as may be necessary, proper or advisable to obtain an approval or waiver
from or to avoid an action or proceeding by any Governmental Body and the PSE;
(iii) the obtaining of all necessary consents, approvals or waivers from third
parties; and (iv) the execution and delivery of any additional instruments
necessary to consummate the Transaction and to fully carry out the purposes of
this Agreement.

        5.3     Notice. For the period from the date of this Agreement to the
                ------
Closing Date, each party shall notify the other in writing if such party becomes
aware of any fact or condition that causes or constitutes a breach of any of
such party's representations and warranties, and will promptly notify the other
party of the occurrence of any breach of any covenant or any event that would
materially impede or delay or make impossible the satisfaction of the conditions
in Article VIII.

        5.4     Block Sale of the Shares. Each of Seller and Purchaser agrees to
                ------------------------
assist and cooperate with the Broker to obtain the approval by the PSE's Floor
Trading and Arbitration Committee of the block sale of the Shares as
contemplated in this Agreement.


                                   ARTICLE VI.
                           CO-INVESTMENT ARRANGEMENTS

        The following provisions shall have effect as of the date on which the
Closing occurs; provided that, if the Closing occurs prior to July 1, 2006, the
following provisions shall have effect only from and after July 1, 2006 (save
for Section 6.1(b) below, which shall become effective as of the date of this
Agreement):

        6.1     Chief Operation Advisor.
                -----------------------

        (a)     Upon and after the appointment of the COA by Purchaser on or
before 1 July 2006 pursuant to Section 9.1.5 of the Co-Operation Agreement, with
respect to any matter primarily relating to the operation of fixed-line
telecommunications, data or ICT services, including, without limitation, matters
relating to the Conventional International Telecommunications Services Agreement
dated 24 March 2000 between Seller and PLDT, the Internet Services Agreement
dated 24 March 2000 between Seller and PLDT, the Tradename and Trademark
Agreement dated 24 March 2000 between Seller and PLDT or the Arcstar Service
Provider Agreement dated 24 March 2000 between PLDT and NTT Worldwide
Telecommunications Corporation (and all agreements ancillary thereto), the
Purchaser shall cause the COA to consult with and act in accordance with the

                                       8

<PAGE>

direction of the Seller's executive advisor in the Philippines regarding all
such matters.

        (b)     Prior to the appointment of the COA by Purchaser on or before 1
July 2006 pursuant to Section 9.1.5 of the Co-Operation Agreement, with respect
to any matter primarily relating to the operation of wireless telecommunications
services, including, without limitation, matters relating to i-mode and the
business of SMART Communications Inc., including, without limitation, the i-mode
Agreement by and between Purchaser and SMART Communications, Inc., the Seller
shall cause the COA to consult with and act in accordance with the direction of
the Purchaser's Senior Technical Advisor (as defined in the Co-Operation
Agreement) in the Philippines regarding all such matters.

        (c)     In the event of any uncertainty regarding how any matter should
be classified for purposes of this Section 6.1, the parties shall discuss in
good faith the treatment of such matter.

        6.2     Commercial Agreements of the Seller. On and after the date
                -----------------------------------
hereof, each of Purchaser and Seller hereby agrees, and agrees to cause its
respective representatives and advisors, not to take any action that (and agrees
to take all actions the failure of which) would have an effect of amending or
terminating any rights or obligations of Seller (or its affiliate, as
applicable) under the Advisory Services Agreement, dated as of March 24, 2000,
by and between Seller and PLDT, the Conventional International
Telecommunications Services Agreement, dated as of March 24, 2000, by and
between Seller and PLDT, the Internet Services Agreement, dated as of March 24,
2000, by and between Seller and PLDT, the Tradename and Trademark Agreement,
dated as of March 24, 2000, by and between Seller and PLDT, or the Arcstar
Service Provider Agreement, dated as of March 24, 2000, by and between PLDT and
NTT Worldwide Telecommunications Corporation, or all ancillary agreements
thereto.

        6.3     Commercial Agreements of the Purchaser. On and after the date
                --------------------------------------
hereof, each of Purchaser and Seller hereby agrees, and agrees to cause its
respective representatives and advisors, not to take any action that (and agrees
to take all actions the failure of which) would have an effect of amending or
terminating any rights or obligations of Purchaser (or its affiliate, as
applicable) under any agreement, contract or arrangement by and between the
Purchaser and PLDT or SMART Communications, Inc. entered into pursuant to Clause
9 of the Co-Operation Agreement, including, but not limited to, the Integrated
i-mode Service Package Agreement and any agreement with respect to i-mode,
W-CDMA or strategic alliances (and all ancillary agreements thereto).

        6.4     Conflict of Interest. Notwithstanding the foregoing Sections 6.2
                --------------------
and 6.3, in the event that either or both of Purchaser and Seller reasonably
determines that a conflict of interest between Purchaser and Seller exists with
respect to the actions described in Sections 6.2 and 6.3, each of Purchaser and
Seller agrees to use good faith efforts to discuss the matter in order to
resolve such conflict, taking into account each other's commercial and business
interests.


                                       9

<PAGE>

        6.5     Rights under the Registration Rights Agreement. Each of
                ----------------------------------------------
Purchaser and Seller hereby agrees, with respect to the amendment of the
Registration Rights Agreement ("RRA") dated 24 March 2000 between Seller and
                                ---
PLDT pursuant to Clause 3.5 of the Co-Operation Agreement, to use good faith
effort to negotiate any rights thereunder, taking into account, inter alia, the
lock-up obligations of Purchaser pursuant to Clause 9.2 of the Co-Operation
Agreement, the respective holdings of Common Stock as between Purchaser and
Seller from time to time, and the effect of the timing of exercising such right
on the ability of the other party to subsequently exercise any right thereunder.


                                   ARTICLE VII
                               COVENANTS OF SELLER

        7.1     Affirmative Covenants. For the period from the date of this
                ---------------------
Agreement to the earlier of the Closing Date or the termination of this
Agreement, Seller shall, to the extent permissible under Philippine laws and
regulations, (i) cast its vote as a shareholder of PLDT, (ii) lobby the
directors of PLDT, and (iii) otherwise use its commercially reasonable efforts
to cause PLDT (x) to conduct its business only according to its ordinary and
usual course of business, and (y) to substantially (A) maintain its current
business organization as contemplated herein, and (B) maintain satisfactory
relationships with licensors, suppliers, distributors, customers and others
having business relationships with it.

        7.2     Negative Covenants. For the period from the date of this
                ------------------
Agreement to the earlier of the Closing Date or the termination of this
Agreement, Seller shall not take any action to, directly or indirectly
encourage, initiate or engage in discussions or negotiations with, or provide
any information to, any third party other than Purchaser and its advisors and
counsel, concerning any sale and purchase or other transactions of the Shares
owned by Seller, without prior written consent of Purchaser.

        7.3     Filing of Transfer with the Central Bank; Approval for the Block
                ----------------------------------------------------------------
Sale of the Shares. Seller agrees to assist and cooperate with the Purchaser in
- ------------------
doing, all things necessary, proper or advisable to cause the transfer of the
BSRD issued in the name of Seller to Purchaser.


                                  ARTICLE VIII.
                              CONDITIONS TO CLOSING

        8.1     Conditions to the Obligations of Purchaser. The obligation of
                ------------------------------------------
Purchaser to consummate the Transaction shall be subject to the satisfaction, or
the waiver thereof by Purchaser, of the following conditions precedent:

        (a)     Seller shall have performed in all material respects its
agreements and obligations contained in this Agreement required to be performed
by it at or before the Pre-Closing Date, and the representations and warranties
of Seller contained herein shall have been true and correct in all material
respects when made and shall be true and correct in all material respects as of
the Pre-Closing Date. Purchaser shall have received a certificate of Seller,



                                       10

<PAGE>


dated as of the Pre-Closing Date and signed by a senior officer of Seller (but
without personal liability to such officer), certifying as to the fulfillment of
the foregoing;

        (b)     the Co-Operation Agreement shall have been executed by the
parties thereto and delivered to Purchaser;

        (c)     the Integrated i-mode Service Package Agreement ("i-mode
                                                                  ------
Agreement") between the Purchaser and SMART Communications, Inc. shall have duly
- ---------
executed, effectuated and delivered to each other; and

        (d)     the receipt of all necessary consents and waivers in writing
from all current creditors of PLDT to consummate the Transaction, if any.

        8.2     Conditions to the Obligations of Seller. The obligation of
                ---------------------------------------
Seller to consummate the Transaction shall be subject to the satisfaction, or
the waiver thereof by Seller, of the following condition precedent:

        (a)     Purchaser shall have performed in all material respects its
agreements and obligations contained in this Agreement required to be performed
by it at or before the Pre-Closing Date, and the representations and warranties
of Purchaser contained herein shall have been true and correct when made and
shall be true and correct as of the Pre-Closing Date. Seller shall have received
a certificate of Purchaser, dated as of the Pre-Closing Date and signed by a
senior officer of Purchaser (but without personal liability to such officer),
certifying as to the fulfillment of the foregoing.

        8.3     Conditions to the Obligations of Each Party. The respective
                -------------------------------------------
obligations of each party to consummate the Transaction shall be subject to the
satisfaction of the following conditions precedent:

        (a)     all authorizations, approvals, permits, consents, registration
or filing, if any, of or with any Governmental Body and the PSE that are
required in connection with the Transaction shall have been duly obtained or
made and shall be effective on and as of the Closing Date; and

        (b)     there shall be no pending or threatened lawsuit challenging the
Transaction by any body or agency of the federal, state or local Governmental
Body, the PSE or by any third party, and the consummation of the Transaction
shall not have been enjoined by a court of competent jurisdiction as of the
Closing Date.


                                   ARTICLE IX.
                                 INDEMNIFICATION

        9.1     Indemnification and Payment of Damages by Seller. Seller shall
                ------------------------------------------------
indemnify and hold Purchaser harmless, and shall pay to Purchaser the amount of
any Damages arising from or in connection with:

        (a)     any breach of any representation or warranty made by Seller
under this Agreement, or under any other certificate or document delivered by
Seller pursuant to this Agreement; or

        (b)     any breach by Seller of any covenant or obligation of Seller
under Sections 5, 6 and 7 of this Agreement; or


                                       11

<PAGE>

        (c)     any breach by Purchaser of its obligations under Clause 10 of
the Co-Operation Agreement which was triggered by and a direct result of the
action of Seller.

        9.2     Indemnification and Payment of Damages by Purchaser. Purchaser
                ---------------------------------------------------
shall indemnify and hold Seller harmless, and shall pay to Seller the amount of
any Damages arising from or in connection with:

        (a)     any breach by Purchaser of any covenant or obligation of
Purchaser under Section 6 of this Agreement; or

        (b)     any breach by Seller of its obligations under Clause 10 of the
Co-Operation Agreement which was triggered by and a direct result of the action
of Purchaser.

        9.3     Contribution for Breach of Clause 10 of the Co-Operation
                --------------------------------------------------------
Agreement Due to No Fault of Purchaser or Seller. In the event that either
- ------------------------------------------------
Purchaser or Seller incurs any Damages to any of the FPC Parties due to a breach
of Clause 10 of the Co-Operation Agreement which was triggered by and a direct
result of an action by an affiliate of Nippon Telegraph and Telephone
Corporation ("NTT Corporation") that is not the Purchaser, the Seller or any of
              ---------------
their respective direct or indirect Subsidiaries, each of Purchaser and Seller
shall discuss in good faith how such Damages incurred by each of Purchaser and
Seller shall be contributed to the other, taking into account such proportion as
their respective holding in the Common Stock as between Purchaser and Seller as
of the date of the breach which resulted in such liability.

        9.4     Limitation of Liability. Seller's liability for Damages (for
                -----------------------
indemnification or otherwise), taken together as a whole, with respect to
Purchaser for matters described in Sections 9.1 and 9.3 shall in no event exceed
the amount of the Purchase Price, and Purchaser's liability for Damages (for
indemnification or otherwise), taken together as a whole, with respect to Seller
for matters described in Sections 9.2 and 9.3 shall in no event exceed the
amount of the Purchase Price.

        9.5     Survival of Representations and Warranties and Covenants.
                --------------------------------------------------------

        (a)     The representations and warranties of Purchaser and Seller
contained in this Agreement shall survive the Closing solely for purposes of
this Article IX and such representations and warranties of the Parties in
Article III of this Agreement shall terminate on the date that is eighteen (18)
months after the Closing Date. Any claim for indemnification with respect to any
of such matters which is not asserted by notice containing sufficient detail as
to allow the claim to be evaluated (and including the amount of such claim)
within such eighteen (18) months period may not be pursued and is hereby
irrevocably and unconditionally released and waived after such time.

        (b)     Unless a specified period is set forth in this Agreement (in
which event such specified period will control), with respect to any particular
covenant, the covenants in this Agreement will survive the Closing and remain in
effect until the earlier of (i) the termination of the Co-Operation Agreement
and (ii) when either the Purchaser or the Seller ceases to hold any Common
Stock. Any claim for indemnification with respect to any of such matters which
is not asserted by written notice containing sufficient detail as to allow the
claim to be evaluated (and including the amount of such claim) within the

                                       12

<PAGE>

applicable survival period of such covenant may not be pursued and is hereby
irrevocably and unconditionally released and waived after such time.


                                   ARTICLE X.
                                   TERMINATION

        10.1    Termination.  This Agreement may be terminated and the
                -----------
transactions contemplated herein may be abandoned at any time prior to the
Closing Date:

        (a)     by the mutual written consent of Purchaser and Seller; or

        (b)     by either Purchaser or Seller if any Governmental Body or the
PSE shall have issued an order, decree or ruling or taken any other action
(which order, decree, ruling or other action the parties shall use their
reasonable efforts to lift), which permanently restrains, enjoins or otherwise
prohibits the consummation of the transaction contemplated herein and such
order, decree, ruling or other action shall have become final and
non-appealable; or

        (c)     by Purchaser if Seller shall have breached in any material
respect any of its representations, warranties, covenants or other agreements
contained in this Agreement, which breach cannot be or has not been cured within
30 days after the giving of written notice by Purchaser to Seller specifying
such breach;

        (d)     by Seller if Purchaser shall have breached in any material
respect any of its representations, warranties, covenants or other agreements
contained in this Agreement, which breach cannot be or has not been cured within
30 days after the giving of written notice by Seller to Purchaser specifying
such breach; or

        (e)     by either Purchaser or Seller if the Closing does not occur on
or before April 30, 2006.

        10.2    Termination of Certain Covenants. In addition to the termination
                --------------------------------
provisions set forth in Section 10.1 above, the respective rights and
obligations of Purchaser and Seller under Sections 5.1, 5.2 and 5.3 shall
terminate upon the Closing. For avoidance of doubt, any termination under this
Section 10.2 of any of the rights and obligations of Purchaser and Seller shall
have no effect as to the other rights and obligations of Purchaser and Seller
under this Agreement.

        10.3    Effect of Termination. In the event of the termination of this
                ---------------------
Agreement pursuant to the terms of this Agreement, written notice thereof shall
forthwith be given to the other party specifying the provision hereof pursuant
to which such termination is made, and there shall be no liability or obligation
thereafter on the part of Seller or Purchaser except (a) for fraud or for breach
of this Agreement prior to such termination and (b) as set forth in Sections
12.4 and 12.5.


                                   ARTICLE XI.
                                   DEFINITIONS

        11.1     Definitions.  For all purposes of this Agreement, except as
                 -----------
otherwise expressly provided or unless the context clearly requires otherwise:


                                       13

<PAGE>

        "Business Day" shall mean a day on which banks in Tokyo, Japan and
         ------------
Manila, the Republic of the Philippines are open to the public for conducting
banking business and are not required or authorized to close;

        "COA" has the meaning given to it in the Advisory Services Agreement
         ---
dated 24 March 2000, by and between Seller and PLDT, as amended by an Amendment
thereto dated as of 31 March 2003 and a Second Amendment thereto dated as of 31
March 2005;

        "Damages" shall mean, collectively, any loss, liability, claim, damage,
        -------
expense (including costs of investigation and defense and reasonable attorney's
fees) or diminution of value, whether or not involving a third-party claim,
actually suffered or incurred by a person; provided that Damages shall not
include loss of profit, loss of revenue, loss of opportunity, indirect damages,
incidental damages or consequential damages;

        "Deed of Sale" shall mean the deed of sale, conveying and transferring
         ------------
to Purchaser the Shares owned by Seller;

        "Disclosed" shall mean publicly disclosed pursuant to the requirements
         ---------
of the PSE, NYSE, the Securities Regulation Code or the Exchange Act;

        "Encumbrance" shall mean any lien, charge, security interest, option,
         -----------
claim, mortgage, pledge, proxy, voting trust or agreement, obligation,
understanding or arrangement or other restriction on title or transfer of any
nature whatsoever, except for (i) any such lien or charge created by Purchaser
or arising out of the ownership of Shares by Purchaser, and (ii) any restriction
on transfer imposed by the SPSIA, the Shareholders Agreement, the Co-Operation
Agreement, the RRA, the Securities Regulation Code, the Exchange Act, and any
other applicable securities laws;

        "Exchange Act" shall mean the U.S. Securities Exchange Act of 1934, as
         ------------
amended, and the rules and regulations of the U.S. Securities and Exchange
Commission promulgated thereunder;

        "Governmental Body" shall mean a court, arbitral tribunal,
         -----------------
administrative agency or commission or other governmental or other regulatory
authority or agency having competent jurisdiction over any of Purchaser, Seller
or PLDT;

        "Knowledge of Seller" shall mean (i) with respect to Seller's knowledge
         -------------------
of Seller as specified under Section 3.4, the actual knowledge of the General
Manager of the Legal Department of Seller, and (ii) with respect to Seller's
knowledge of PLDT as specified under Section 3.7, the actual knowledge of
Shigeru Yoshida, COA of PLDT;

        "NYSE" shall mean the New York Stock Exchange, Inc.;
         ----

        "Philippine GAAP" shall mean, at any time, the generally accepted
         ---------------
accounting principles in the Philippines at such time;

                                       14

<PAGE>

        "Securities Regulation Code" shall mean the Philippines' Republic Act
         --------------------------
 No. 8799 and the rules and regulations of the Philippine Securities and
Exchange Commission promulgated thereunder;

        "US SEC" shall mean the United States Securities and Exchange Commission
         ------
 or its successor; and

        "U.S. GAAP" shall mean, at any time, the generally accepted accounting
         ---------
principles in the United States of America at such time.


                                  ARTICLE XII.
                                  MISCELLANEOUS

        12.1    Successors and Assigns. Except as otherwise provided herein, the
                ----------------------
terms and conditions of this Agreement shall inure to the benefit of and be
binding upon the respective successors and assigns of the parties (including
transferees of any Shares). Nothing in this Agreement, express or implied, is
intended to confer upon any party other than the parties hereto or their
respective successors and assigns any rights, remedies, obligations, or
liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement.

        12.2    Governing Law. This Agreement shall be governed by and construed
                -------------
under the laws of Japan without regard to its conflicts of laws principles.

        12.3    Notices. All notices and other communications given or made
                -------
pursuant hereto shall be in writing and shall be deemed to have been given or
made if in writing and (i) delivered personally, (ii) mailed by registered or
certified mail (postage prepaid, return receipt requested) or (iii) sent by
telecopier, with the written notice sent by mail as set forth in (ii) above, to
the parties as follows:

                 (a)    if to Seller to:

                        1-6 Uchisaiwai-cho, 1-Chome
                        Chiyoda-ku, Tokyo 100-8019, Japan
                        Fax:  +81-3-3539-3079
                        Attention: General Manager, Legal Department

                        with copy to:

                        Skadden, Arps, Slate, Meagher & Flom LLP
                        1-6-1 Roppongi, Minato-ku, Tokyo 106-6021
                        Fax: +81-3-3568-2626
                        Attention: Managing Partner

                 (b)    if to Purchaser to:

                        41st floor, 11-1 Nagata-cho 2-Chome,
                        Chiyoda-Ku, Tokyo, Japan 100-6150
                        Fax: +81-3-5156-0204
                        Attention: Managing Director, Global Business Department


                                       15
<PAGE>

or at such other addresses as shall be furnished by the parties by like notice,
and such notice or communication shall be deemed to have been given or made as
of the date so delivered, mailed or sent.

        12.4    Expenses. Except as otherwise provided in this Agreement,
                --------
Purchaser and Seller shall each bear their own costs and expenses (including any
and all advisor fees and corresponding value added taxes in the Philippines)
that each incurs with respect to the negotiation, execution, delivery and
performance of this Agreement.

        12.5    Payment of Taxes. In the course of this Transaction, Stock
                ----------------
Transaction Tax in the Philippines shall be borne by the Seller. Documentary
Stamp Tax in the Philippines shall be borne by the Purchaser, if any. If any
other taxes than the above arise in the Philippines from this Transaction, such
taxes shall be borne by the party required to pay pursuant to the applicable
laws and rules.

        12.6    Amendments and Waivers. Any term of this Agreement may be
                ----------------------
amended and the observance of any term of this Agreement may be waived (either
generally or in a particular instance and either retroactively or
prospectively), only with the written consent of Purchaser and Seller.

        12.7    Severability. If any one or more of the provisions of this
                ------------
Agreement shall be held to be invalid, illegal or unenforceable, the validity,
legality or enforceability of the remaining provisions of this Agreement shall
not be affected thereby. To the extent permitted by applicable law, each party
waives any provision of law which renders any provision of this Agreement
invalid, illegal or unenforceable in any respect.

        12.8    Descriptive Headings. The descriptive headings herein are
                --------------------
 inserted for convenience of reference only and shall in no way be construed to
define, limit, describe, explain, modify, amplify, or add to the interpretation,
construction or meaning of any provision of, or scope or intent of, this
Agreement nor in any way affect this Agreement.

        12.9    No Third Party Beneficiaries. This Agreement is solely for the
                ----------------------------
benefit of Seller and its successors and permitted assigns, with respect to the
obligations of Purchaser under this Agreement, and for the benefit of Purchaser,
and its successors and permitted assigns, with respect to the obligations of
Seller, under this Agreement, and this Agreement shall not be deemed to confer
upon or give to any other third party any remedy, claim of liability or
reimbursement, cause of action or other right.

        12.10   No Waivers. Except as otherwise expressly provided herein, no
                ----------
failure to exercise, delay in exercising, or single or partial exercise of any
right, power or remedy by any party, and no course of dealing between the
parties, shall constitute a waiver of any such right, power or remedy. No waiver
by a party of any default, misrepresentation, or breach of warranty or covenant
hereunder, whether intentional or not, shall be deemed to extend to any prior or
subsequent default, misrepresentation, or breach of warranty or covenant
hereunder or affect in any way any rights arising by virtue of any prior or
subsequent such occurrence. No waiver shall be valid unless in writing and
signed by the party against whom such waiver is sought to be enforced.

        12.11   Specific Performance. The parties hereto agree that if any of
                --------------------

                                       16

<PAGE>

the provisions of this Agreement were not performed in accordance with their
specific terms or were otherwise breached, irreparable damage would occur, no
adequate remedy at law would exist and damages would be difficult to determine,
and that the parties shall be entitled to specific performance of the terms
hereof and immediate injunctive relief, without the necessity of proving the
inadequacy of money damages as a remedy, in addition to any other remedy at law
or equity.

        12.12   Entire Agreement. This Agreement embodies the entire agreement
                ----------------
and understanding of the parties with respect to the Transaction and supersedes
all prior written or oral commitments, arrangements or understandings with
respect thereto.

        12.13   Counterparts. This Agreement may be executed in two or more
                ------------
counterparts, each of which shall be deemed an original by the party executing
the same, but all of which together shall constitute one and the same
instrument.

        [REMAINDER OF PAGE INTENTIONALLY BLANK. SIGNATURE PAGE FOLLOWS.]


                                       17

<PAGE>



        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.



                                    SELLER:
                                    ------

                                    NTT COMMUNICATIONS CORPORATION



                                    By: /s/ Hiromi Wasai
                                       ---------------------------
                                    Name: Hiromi Wasai
                                    Title: President and CEO




                                    PURCHASER:
                                    ---------

                                    NTT DOCOMO, INC.



                                    By: /s/ Masao Nakamura
                                       ----------------------------
                                    Name: Masao Nakamura
                                    Title: President and CEO








                                       18
</TEXT>
</DOCUMENT>
<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>
</SEC-DOCUMENT>
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