DECLARATION OF TRUST

KNOW ALL MEN BY THESE PRESENTS:

This DECLARATION OF TRUST made and executed this ____th day of ____________at
Makati City, by:

________________________________________
hereinafter referred to as the “Trustee”;

-in favor of –

WITNESSETH, that:

WHEREAS, the Trustee is a stockholder/subscriber on record of _________

common shares of the capital stock of ______________ (the “Corporation”).

WHEREAS, the said shares has/have been recorded in the name of the Trustee
on the books of the Corporation, purely for convenience, the intent being that the
Trustee shall appear as stockholder and will hold the said share(s) for the benefit of and
in trust for the Principal who shall advance all the funds necessary to pay for the said
share(s).

NOW, THEREFORE, for and in consideration of the foregoing premises and of the
covenants, stipulations and undertaking herein set forth, the parties hereby agree as
follows:

1. Acknowledgment of Trust. – The Trustee hereby declare and acknowledges that:

(a) he/she has been holding legal title to the share(s) in trust for the Principal and that
the latter is the real, actual and beneficial owner of said share; (b) the Principal’s funds
were used for the purchase of the subject share(s); and (c) the Principal has absolutely
no interest in or right to the said share, nor any claim against or lien upon the said
share(s), whether now existing or merely inchoate.

2. Obligations and Undertakings of the Trustee.

a) The Trustee shall promptly pay, deliver and send over to the Principal any and
all fruits, benefits and rights earned or accrued on the said share(s) and received by the
Trustee, including but not limited to cash, stock, and property or other dividends, as
well as subscription, stock, pre-emptive, conversion and other rights and/or options.
 b) The Trustee shall not sell, transfer, assign, convey, pledge, mortgage,
hypothecate, encumber or in any way dispose of the said share(s), or create or impose
or permit or suffer to be created or imposed any lien, or charge on the share(s) in favor
of any third party, except as otherwise herein provided.

c) The Trustee shall all times vote all of the subject share(s) in accordance with
the instructions of the Principal.

d) This Declaration of Trust shall be deemed and treated as an absolute and

irrevocable transfer, assignment and conveyance of the share(s) to and in favor of the
Principal and/or its nominee(s), without any further act or deed on the part of the
Trustee or the Principal or either of them, and in addition, subject to the conditions that
the Principal shall have paid in full all taxes due on such transfer, assignment and
conveyance, the Corporate Secretary of the Corporation, or the transfer agent if there be
one, or any other effect and record in the books of the Corporation, the transfer,
assignment and conveyance of the said share(s) to and in the name of the Principal or
its nominee(s), immediately upon presentation by the Principal of a signed copy of this
Declaration of Trust.

3. Non-liabilities and Indemnification.

a) While this is in force and effect, the Trustee shall not be liable for any
depreciation, diminution or loss in value of the share(s), except where, and to the extent
only that, such depreciation, diminution or loss in value shall have been caused by the
Trustee’s own gross negligence, fault or intentional act.

b) If the Trustee shall fully and faithfully discharge his/her obligations and
undertakings herein, then the Principal shall indemnify the Trustee for, and hold
him/her free and harmless from and against, any and all liabilities, obligations, losses,
damages, costs and expenses arising from or in connection with any claim, demand, suit,
action or proceeding by any third party, including any governmental or taxing authority,
related to the Trustee’s holding the share(s) in trust for the Principal.

4. Binding Effect. – The Declaration of Trust shall be binding upon and inure to the
benefit of the Trustee and the Principal and their respective heirs, successors-in-
interest and assigns.

IN WITNESS WHEREOF, I have hereunto affixed my signature this _____________ at

_____________.

__________________________
Trustee

SIGNED IN THE PRESENCE OF:

 _____________________________ _______________________

REPUBLIC OF THE PHILIPPINES)

)S.S.

SUBSCRIBED AND SWORN to before me this ______________ at ____________, affiant

having exhibited to me his/her ______________________________ issued at _____________ on
_________.

Doc. No. ______;

Page No.______;
Book No.______:
Series of ______.