OFFICE OF THE DEPUTY GOVERNOR

FINANCIAL SUPERVISION SECTOR

058
MEMORANDUM NO. M- 2020- ___
Series of 2020

To : ALL BANKS AND NON-BANK FINANCIAL INSTITUTIONS

Subject : DOCUMENTARY REQUIREMENTS FOR THE AMENDMENT OF ARTICLES

OF INCORPORATION/ARTICLES OF COOPERATION AND BY-LAWS

Pursuant to Appendix 124 (Guidelines on Granting of License/Authority) of the

Manual of Regulations for Banks (MORB), and in line with the commitment of the
Bangko Sentral ng Pilipinas (BSP) to deliver prompt and efficient service, the Annex B
(List of Documentary Requirements on the Amendment of Articles of Incorporation
and/or By-Laws) and Annex C (List of Documentary Requirements on the Amendment
of the Articles of Cooperation and/or By-laws of Cooperative Banks) of Circular Letter
No. CL-2009-042 dated 14 May 2009 are hereby amended.

I. Basic documents required for the Amendment of Articles of Incorporation (AOI)/

Articles of Cooperation (AOC) and/or By-Laws (BL) (All documents to be submitted
must be in two copies and original except for Securities and Exchange
Commission (SEC)-certified AOI and BL, and Cooperative Development Authority
(CDA)-certified AOC and BL in the case of cooperative banks.

1. Application letter signed by an authorized officer1 of the BSP supervised financial

institution (BSFI). In addition to the request for the amendment, the applicant
shall include in the application letter the (a) authorization in favor of the BSP giving
its consent to the conduct of on-site verification of the documents and/or
representations made in connection with the application; and (b) authority to
debit its demand deposit account (DDA) with the BSP for the applicable fees. In
case the BSFI has no DDA, the letter should state the exact date of payment of the
processing fee for the preparation of the “Order of Payment2”.

2. Proposed amended AOI/AOC and/or BL;

The present/original AOI/AOC and/or BL shall be copied verbatim except for

the portions being amended. The amended portions must be underscored and
the words “As Amended on (date of stockholders’/members’ approval of the
amendment/s)” must be appended at the end of each amended
article/section. There is no need to sign the document/s anew as the applicant
needs only to copy the name of the original incorporators/signatories and type
“SGD” before each name, including that of the Notary Public. The date of
incorporation shall also be retained.

1 President, Chief Executive Officer or equivalent rank of the institution.

2 The payment shall be in a form of local check/manager’s check payable to the “Bangko Sentral ng Pilipinas” to be
paid over-the-counter at the BSP’s Cash Department.

A.Mabini St., Malate 1004, Manila, Philippines · (632) 8708-7701 · www.bsp.gov.ph · bspmail@bsp.gov.ph
 3. The present AOI/AOC and/or BL certified by the SEC or CDA in case of
cooperative banks as the “faithful reproduction of the original” or the original
copy of the AOI/AOC and/or BL if the Bank/Non-Bank is applying for the
amendment of the AOI/AOC and/or BL for the first time;

4. Directors’/Trustees’ Certificate (suggested format is in annexes A-1 and A-2) –

notarized and signed by majority of the directors/trustees and the corporate
secretary, certifying:

a. For the amendment of the AOI:

i. that stockholders/members representing at least two-thirds (2/3) of the
outstanding capital stock, and majority of the directors/trustees
approved the proposed amendment(s) to the AOI in a meeting held at
the principal office of the bank/non-bank or in the city or municipality
where the principal office of the bank/non-bank is located; and
ii. the amendment of the AOI, indicating the amended provisions.

b. For the amendment of the BL:

i. that stockholders/members representing at least majority of the
outstanding capital stock, and majority of the directors/trustees
approved the proposed amendment(s) to the BL in a meeting held at
the principal office of the bank/non-bank or in the city or municipality
where the principal office of the bank/non-bank is located; and
ii. the amendment of the BL, indicating the amended provisions.

For cooperative banks –

Directors’ Certificate (suggested format is in Annexes A-3 and A-4) attesting

that at least three-fourths (3/4) of all the members with voting rights present
and constituting a quorum approved the proposed amendment(s) to the AOC
and/or BL in a meeting held at the principal office of the bank as certified under
oath by the Cooperative Secretary and majority of the Directors.

5. Notarized Secretary’s Certificate on no pending case of intra-corporate dispute

(suggested format is in Annex B).

II. Additional documents required for the amendment of the AOI/AOC and/or BL in
the following cases:

1. Increase (Decrease) in capital stock (Application should be submitted to the

SEC within six (6) months from the approval of the stockholders and directors
of the corporation, unless extension is approved under justifiable reasons by
the SEC) –

a. Certificate of Increase (Decrease) in Capital Stock (suggested format is in

Annex C, Annex C-1 for cooperative banks);

b. Treasurer’s Sworn Statement (suggested format is in Annex D);

Page 2 of 3
 c. List of stockholders/members as of the date of the meeting approving the
increase, showing the nationalities of the subscribers and their respective
subscribed and paid-up capital in the existing authorized capital stock
certified by the corporate secretary;

d. Notarized Secretary’s Certificate attesting that non-subscribing

stockholders/members have waived their pre-emptive rights;

e. Notarized Bank Certification signed by the members of the bank’s board of

directors/trustees (suggested format is in Annex E); and

f. Subscription Contract for unpaid subscriptions (suggested format is in

Annex F).

2. Change of Corporate Name

Copy of the reservation slip from the SEC or from CDA for cooperative banks
for the reservation of the proposed corporate name.

3. Change of Corporate Term/Extension of Cooperative Life/Term

Copy of the original registration of the AOI/AOC;

4. Amendment Involving Preferred Stock of Rural Banks –

a. On redeemable preferred shares – compliance with requirements under

items “Ba” to “Bf” of Appendix 5 (Standard Pre-Qualification Requirements
for the Grant of Banking Authorities) of the MORB;

b. The Amended AOI shall incorporate the conditions in items “a(3)(a)”,

“a(3)(b)”, “a(3)(c)”, and “a(3)(d)” of Section 122 – Shares of Stock of Banks
(Issuance of redeemable shares: conditions; certificate and reports;
sanctions) of the MORB; and

c. Board Resolution for the creation of Sinking Fund (SF) and administration
of the SF by other banks if the SF is more than P1.0 million.

For information, guidance and implementation.

CHUCHI G. FONACIER
Deputy Governor

Att: a/s

16 July 2020

Page 3 of 3
 Annex A-1

(For the Amendment of Articles of Incorporation)

DIRECTORS’/TRUSTEES’ CERTIFICATE

We, the Corporate Secretary and the majority of the members of the Board of
Directors/Trustees of the __(Name of Bank/Non-Bank)__ do hereby certify that in a
_(regular/special)_ stockholders’/members’ and board meeting held at _(place of meeting)_
on _(date of meeting)_, at least two-thirds (2/3) of all the outstanding capital stock/members
of the bank/non-bank and the majority of the directors/trustees approved the amendment/s
of the following article/s of the Articles of Incorporation of the _(Name of Bank/Non-Bank)_.
(Please copy in capital letters the amended article/s)
The amendment/s to the Article/s _(cite number of amended articles/sections)_
has/have been duly incorporated in the proposed Amended Articles of Incorporation of the
_____(Name of Bank/Non-Bank)____, a true and correct copy of which is hereto attached.

IN WITNESS WHEREOF, we have affixed our signature at _____________

Municipality/City, Philippines this ____ day of ______________, 20___.

______________________________ ______________________________
Director/Trustee Director/Trustee
Government Issued ID: Government Issued ID:
Place and Date Issued: Place and Date Issued:

______________________________ ______________________________
Director/Trustee Director/Trustee
Government Issued ID: Government Issued ID:
Place and Date Issued: Place and Date Issued:

______________________________ ______________________________
Director/Trustee Corporate Secretary
Government Issued ID: Government Issued ID:
Place and Date Issued: Place and Date Issued:

SUBSCRIBED AND SWORN to before me this ____ day of _____________, 20___ by

the above affiants at ___________________________.

Notary Public
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 Annex A-2

(For the Amendment of By-Laws)

DIRECTORS’/TRUSTEES’ CERTIFICATE

We, the Corporate Secretary and the majority of the members of the Board of
Directors/Trustees of the _(Name of Bank/Non-Bank)_ do hereby certify that in a
_(regular/special)_ stockholders’/members’ and board meeting held at _(place of meeting)_
on _(date of meeting)_, stockholders/members representing at least majority of all the
outstanding capital stock/members of the bank/non-bank and the majority of the
directors/trustees approved the amendment/s of the following Article/s of the By-Laws of the
_(Name of Bank/Non-Bank)_

(State the amendment/s to be made to the By-Laws)

The amendment/s to the Article/s _cite number of amended articles/sections)_

has/have been duly incorporated in the proposed Amended By-Laws of the __(Name of
Bank/Non-Bank)_, a true and correct copy of which is hereto attached.

IN WITNESS WHEREOF, we have affixed our signature at _____________

Municipality/City, Philippines this ____ day of ___________, 20__.

______________________________ ______________________________
Director/Trustee Director/Trustee
Government Issued ID: Government Issued ID:
Place and Date Issued: Place and Date Issued:

______________________________ ______________________________
Director/Trustee Director/Trustee
Government Issued ID: Government Issued ID:
Place and Date Issued: Place and Date Issued:

______________________________ ______________________________
Director/Trustee Corporate Secretary
Government Issued ID: Government Issued ID:
Place and Date Issued: Place and Date Issued:

SUBSCRIBED AND SWORN to before me this ____ day of _____________, 20___ by

the above affiants at ___________________________.

Notary Public
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 Annex A-3

(For the Amendment of Articles of Cooperation)

DIRECTORS’ CERTIFICATE

We, the Cooperative Secretary and the majority of the members of the Board of
Directors of the __(Name of Cooperative Bank)__ do hereby certify that in a general assembly
held at _(place of meeting)_ on _(date of meeting)_, at least three-fourths (3/4) of all the
members with voting rights present and constituting a quorum approved the amendment/s
to the following article/s of the Articles of Cooperation of the _(Name of Cooperative Bank)_.
(Please copy the amended article/s in the proposed Amended Articles of Cooperation
verbatim with proper underscoring)
The amendment/s to the Article/s _(cite number of amended articles/sections)_
has/have been duly incorporated in the proposed Amended Articles of Cooperation of the
_____(Name of Bank/Non-Bank)____, a true and correct copy of which is hereto attached.

IN WITNESS WHEREOF, we have affixed our signature at _____________ Municipality/City,

Philippines this ____ day of ______________, 20___.

______________________________ ______________________________
Director Director
Government Issued ID: Government Issued ID:
Place and Date Issued: Place and Date Issued:

______________________________ ______________________________
Director Director
Government Issued ID: Government Issued ID:
Place and Date Issued: Place and Date Issued:

______________________________ ______________________________
Director Cooperative Secretary
Government Issued ID: Government Issued ID:
Place and Date Issued: Place and Date Issued:

SUBSCRIBED AND SWORN to before me this ____ day of _____________, 20___ by

the above affiants at ___________________________.

Notary Public
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 Annex A-4

(For the Amendment of By-Laws of Cooperative Bank)

DIRECTORS’ CERTIFICATE

We, the Corporate Secretary and the majority of the members of the Board of Directors
of the _(Name of Cooperative Bank)_ do hereby certify that in a general assembly held at _(place
of meeting)_ on _(date of meeting)_, at least three-fourths (3/4) of all the members with voting
rights present and constituting a quorum approved the amendment/s to the following Article/s
of the By-Laws of the _(Name of Cooperative Bank)_

(Please copy the amended article/s in the proposed Amended By-laws verbatim with proper underscoring)

The amendment/s to the Article/s _(cite number of amended articles/sections)_ has/have

been duly incorporated in the proposed Amended By-Laws of the __(Name of Cooperative
Bank)_, a true and correct copy of which is hereto attached.

IN WITNESS WHEREOF, we have affixed our signature at _____________

Municipality/City, Philippines this ____ day of ___________, 20__.

______________________________ ______________________________
Director Director
Government Issued ID: Government Issued ID:
Place and Date Issued: Place and Date Issued:

______________________________ ______________________________
Director Director
Government Issued ID: Government Issued ID:
Place and Date Issued: Place and Date Issued:

______________________________ ______________________________
Director Cooperative Secretary
Government Issued ID: Government Issued ID:
Place and Date Issued: Place and Date Issued:

SUBSCRIBED AND SWORN to before me this ____ day of _____________, 20___ by the
above affiants at ___________________________.

Notary Public
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 Annex B

(Secretary’s Certificate on no pending case of intra-corporate dispute)

Republic of the Philippines)

City of ) S.S.

SECRETARY’S CERTIFICATE

I, _________________, of legal age, single/married, a resident of

___________________, after having been duly sworn to in accordance with law, depose and
state that:

1. I am the duly elected and qualified Corporate/Cooperative Secretary of _(Name of

Bank/Non-bank)_, a corporation duly organized and existing under and by virtue of
the laws of the Republic of the Philippines, with principal office at
______________________________________.

2. To the best of my knowledge, no action or proceeding has been filed or is pending

before any Court involving an intra-corporate dispute and/or claim by any person or
group against the Board of Directors/Trustees, individual directors/trustees and/or
major officers of the Corporation/Cooperative as its duly elected and/or appointed
directors/trustees or officers or vice versa.

IN WITNESS WHEREOF, I have hereunto affixed my signature at _________________

Municipality/City, Philippines this _____ day of ________________, 20___.

______________________
CORPORATE/COOPERATIVE SECRETARY

SUBSCRIBED AND SWORN TO before me on this ____ day of _______________ 20__

in ___________________, Philippines, affiant exhibiting to me his/her _________ issued on
_____________ at _________________________.

Notary Public

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 Annex C

CERTIFICATE OF INCREASE IN CAPITAL STOCK

KNOW ALL MEN BY THESE PRESENTS:

That, we, the undersigned, the Chairperson and the Secretary of the stockholder’s
meeting and the majority members of the Board of Directors of (Name of Bank/Non-bank) do
hereby certify:

1. That at the regular/special meeting of the stockholders/members and the board

of directors/trustees of ______________________ held on __________________ at
________________________, at least majority of the directors/trustees and the
stockholders/members representing at least two-thirds (2/3) of the outstanding capital stock, or
______________ shares, approved the increase in the bank’s/company’s authorized capital from
P___________ to P_______________:

2. That the increase in the capital stock of P_________________, is composed of

___________ shares of common stock and _____________ shares of preferred stock, both with
a par value of P____________, each;

3. That out of the P_____________________ representing the increase in the

capital stock, the amount of P________________, has been subscribed, and the amount
subscribed P________________ has been actually paid (in cash/in the form of cash/stock
dividends), as follows:

COMMON SHARES SUBSCRIBED

Stockholder Nationality Addresses No. of Share Amount

1. P
2.
3.
4. ____________ P_________
Total Subscription

COMMON SHARES PAID-UP

Stockholder Nationality Addresses No. of Share Amount

1. P
2.
3.
4. ____________ P_________
Total Payment

4. That no bonded indebtedness of the corporation has been created, incurred, or

increased;

Page 1 of 2
 Annex C

5. That the actual indebtedness of the corporation on the date of said meeting was
P_______ (total liabilities including deposit liabilities);

6. The requirements of Section 37 of the Revised Corporation Code of the

Philippines have been complied with.

(Signature over Printed Name) (Signature over Printed Name)

Director Director

(Signature over Printed Name) (Signature over Printed Name)

Director Director

(Signature over Printed Name) (Signature over Printed Name)

Director Director

Countersigned by:

___________________________________ ___________________________________
Chairperson, Stockholders’ and Directors’ Secretary, Stockholders’ and Directors’
Meeting Meeting

SUBSCRIBED AND SWORN TO before me on this ____ day of _______________ 20__ in

___________________, Philippines, affiant exhibiting to me his/her _________ issued on
_____________ at _________________________.

Notary Public

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Page 2 of 2
 Annex C-1

(For Cooperative Bank)

CERTIFICATE OF INCREASE IN SHARE CAPITAL

KNOW ALL MEN BY THESE PRESENTS:

That, we, the undersigned, the Chairperson and the Secretary of the general assembly
meeting and the majority members of the Board of Directors of (Name of Cooperative Bank) do
hereby certify:

1. That at the regular/special general assembly of the members and the board of
directors of the said cooperative bank held on _(date of meeting)_ at _(place of meeting)_, at
least three-fourths (3/4) of all the members with voting rights and constituting a quorum
approved the increase in the bank’s authorized capital from P__________ to P__________:

2. That the increase in the share capital of P__________, is composed of

__________ shares of common stock and __________ shares of preferred stock, both with a par
value of P__________, each;

3. That out of the P__________ representing the increase in the share capital, the
amount of P__________, has been subscribed, and the amount subscribed P__________ has
been actually paid (in cash/in the form of cash/stock dividends), as follows:

COMMON SHARES SUBSCRIBED

Subscriber Nationality Addresses No. of Share Amount

1. P
2.
3.
4. ____________ P_________
Total Subscription

COMMON SHARES PAID-UP

Subscriber Nationality Addresses No. of Share Amount

1. P
2.
3.
4. ____________ P_________
Total Payment

4. That no bonded indebtedness of the cooperative bank has been created,

incurred, or increased;

Page 1 of 2
 Annex C-1

5. That the actual indebtedness of the cooperative bank on the date of said meeting
was P__________ (total liabilities including deposit liabilities);

6. The requirements of Article 99 of the Philippine Cooperative Code of 2008 the

Philippines have been complied with.

(Signature over Printed Name) (Signature over Printed Name)

Director Director

(Signature over Printed Name) (Signature over Printed Name)

Director Director

(Signature over Printed Name) (Signature over Printed Name)

Director Director

Countersigned by:

___________________________________ ___________________________________
Chairperson, General Assembly and Secretary, General Assembly and
Directors’ Meeting Directors’ Meeting

SUBSCRIBED AND SWORN TO before me on this ____ day of _______________ 20__ in

___________________, Philippines, affiant exhibiting to me his/her _________ issued on
_____________ at _________________________.

Notary Public

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Page 2 of 2
 Annex D

Republic of the Philippines )

City/Municipality of ) S.S
Province of )

TREASURER’S SWORN STATEMENT

I, _________________, Filipino, of legal age, and with residence at

__________________, after having been duly sworn to in accordance with law depose and
state that:

1. I am the duly elected Treasurer of _(Name of Bank/Non-bank)__ with principal

business address at ___________________________ having been elected as such on
the ____ day of _________________, 20____, lawfully holding office at the time of
the filing of this certificate and duly authorized to receive for and in the name of the
_(Name of Bank/Non-bank)_ all payments for the subscriptions to the increase in
capital stock.

2. Of the P__________________ representing the increase in capital stock, the amount

of P__________________ has been paid in cash/in the form of cash and that said
amount was actually received by me for the benefit and credit of the
___________________/that property, the valuation of which is equal to
P_________________, has been transferred to the corporation.

3. At least 25 percent of the increase in capital stock has been subscribed and the
amount actually paid-up is at least 25 percent of said subscription and has been paid
in actual cash to the Bank/Non-bank or that property, the valuation of which is equal
to 25 percent of the subscription, has been transferred to the Bank/Non-bank.

IN WITNESS WHEREOF, I have hereunto affixed my signature at _______________

Municipality/City, Philippines this ___ day of ___________, 20___.

_______________________
Treasurer

SUBSCRIBED AND SWORN TO before me on this ____ day of _______________ 20__

in ___________________, Philippines, affiant exhibiting to me his/her _________ issued on
_____________ at _________________________.

Notary Public
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 Annex E

BANK/NON-BANK CERTIFICATION

On the Increase in Capital Stock of ______________

Through Capital Infusion of Cash

WE, the undersigned members of the Board of Directors and the Corporate Secretary
of ________________________, a corporation duly organized and existing under Philippine
laws, with office address at ______________________, after having been duly sworn to in
accordance with law depose and state that:

1. The Bank/Non-bank has conducted adequate due diligence review of the true
identities of the parties to and sources of funds of the capital infusion;
2. The payment received for subscription were not originally disbursed to the subscribers
mentioned in the attached schedules of stockholdings before and after capital
increase, and payments in the form of loans and/or advances or the same was not
subsequently returned to the subscribers in the form of loans and/or advances;
3. All capital infusion to the Bank/Non-bank after the approval by the stockholders of the
increase in authorized capital stock is considered as deposit for future stock
subscriptions;
4. The corporate authorizations and approvals of the equity investment in the Bank/Non-
bank in the case of corporate investors and the stockholder’s resolution in the case of
single purpose companies/individuals, were verified to be legally adequate to
authorize the equity investment;
5. All documents in support of the increase in the Bank’s/Non-bank’s capital stock, such
as but not limited to deposit slips, bank statements, cash receipts/disbursements
logbook, official receipts, cashflow statement, loans/advances accounts are intact and
shall be readily available to the examiners of any regulatory agencies for further
verification/validation/examination; and
6. Should any of the foregoing representations and warranties prove to be false, the
undersigned may be accorded appropriate penalty/sanction and the pertinent BSP
approval issued for the increase in capital stock may be deemed revoked and the
corresponding increase in capital stock may not be recognized and considered as
capital by BSP.

IN WITNESS WHEREOF, we have hereunto affixed our signature at _____________

Municipality/City, Philippines this ___ day of ___________, 20___.

___(Signature Over Printed Name)____ ___(Signature Over Printed Name)____

Chairman Director

___(Signature Over Printed Name)____ ___(Signature Over Printed Name)____

Director Director

___(Signature Over Printed Name)____ ___(Signature Over Printed Name)____

Director Corporate Secretary
Page 1 of 3
 Annex E

ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES )

PROVINCE ) S.S.
MUNICIPALITY OF )

SUBSCRIBED AND SWORN TO before me in ________________________ this

______ day of _____________ 20____, personally appeared the following persons:

Name CTC No. Date/Place Issued

Known to be the same persons who executed the foregoing instrument and they
acknowledged before me that the same is their own free and voluntary deed.

Notary Public

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Page 2 of 3
 Annex E

I. SCHEDULE OF STOCKHOLDINGS BEFORE AND AFTER CAPITAL INCREASE

Before Capital Increase Subscription to Capital After Capital Increase

(Before Stockholders and Increase
Directors Meeting)
Name of No. of Amount Ratio No. of Amount Ratio No. of Amount Ratio
Stockholders/ Shares Shares Shares
Subscribers

II. SCHEDULE OF PAYMENTS

Name of Stockholders Date of O.R. No. Amount

O.R.

Page 3 of 3
 Annex F

SUBSCRIPTION AGREEMENT

On the Increase in Capital Stock of __________________

through Capital Infusion of Cash

KNOW ALL MEN BY THESE PRESENTS:

Dated _______________, 20____, this Subscription Agreement (the “Agreement”) is

executed by and between:

_____________________, a banking corporation duly organized and existing under

the laws of the Republic of the Philippines with office address at
_______________________ represented by its Chairman and President, and
hereinafter referred to as the “BANK”

- and -

______________________, and hereinafter referred to as the “SUBSCRIBER”

WITHESSETH: That –

WHEREAS, the SUBSCRIBER is one of the Stockholders of the Bank;

WHEREAS, the SUBSCRIBER has agreed to subscribe to the common shares of the capital stock
of the BANK and the BANK has agreed to issue to the SUBSCRIBER such common shares
subject to the terms and conditions hereinafter stipulated;

NOW, THEREFORE, for and in consideration of the foregoing premises, the parties have
agreed as follows:

1. SUBSCRIPTION TO SHARES

1.1. Upon the terms and subject to the conditions of this Agreement, the SUBSCRIBER
shall subscribe to and pay the Subscription Price (as hereinafter defined) for
___________ __________ shares of the capital stock of the BANK (the “Subscribed
Shares”) and the BANK shall sell, issue and deliver to the SUBSCRIBER the Subscribed
Shares.

1.2. The SUBSCRIBER shall enjoy preemptive right to subscribe to all issues or disposition
of shares of any class, in proportion to the respective shareholdings of the
SUBSCRIBER, unless such right is denied by the articles of incorporation.

2. SUBSCRIPTION PRICE

2.1. The Subscription Price for the Subscribed Shares shall be _____________ (P_____)
per share or an aggregate amount of ____________________
(P________________) (the “Subscription Price”).

Page 1 of 6
 Annex F

2.2. The Bank hereby confirms that the SUBSCRIBER has already remitted to the BANK as
of date of this Agreement the amount of _____________________
(P________________), as its full payment of the aggregate Subscription Price
referred to in Section ___ above, which amount has been booked by the BANK as
the SUBSCRIBER’s deposit for future subscription and shall be applied as full
payment for the Subscribed Shares at Payment Date, in accordance with Section ___
below.

2.3. The SUBSCRIBER’s payment on its subscription to the Subscribed Shares under
Section ____ above shall be non-interest bearing and non-withdrawable except as
set forth in Section ___ below.

3. SUBSCRIBED SHARES

The Subscribed Shares shall be _____________________ of ________ shares of the BANK

at a total Subscription Price of __________________ (P_________________).

4. COVENANTS OF THE PARTIES

The BANK and the SUBSCRIBER respectively covenant and agree as follows:

4.1. The BANK shall cause such number of new __________ shares to be subscribed by
the Stockholders identified in Annex “A” of this Agreement of their assignees, out of
the increase in the authorized capital stock of the BANK under the Capital Increase,
at a subscription price of _________________ (P_____) per share, which shall result
in the BANK receiving aggregate proceeds of the subscriptions of not less than
________________ (P_______________) (the “New Share Issuance”).

4.2. Immediately upon the approval by SEC of the Capital Increase as provided in Section
___ above, the BANK shall cause all the shares to be subscribed out of the increase
in the authorized capital stock of the BANK under the Capital Increase and the New
Share Issuance, including the Subscribed Shares.

4.3. The BANK shall confirm in writing to the SUBSCRIBER, within five business days
following the execution of this Agreement, the approval by its Board of Directors
and its stockholders the Capital Increase and the New Share Issuance (such notice,
hereinafter “Notice of Corporate Approvals”) together with a Secretary’s Certificate
certifying to such approvals by its Board of Directors and its stockholders and a
Certification by a senior officer of the BANK that all documents required to be filed
with the Bangko Sentral ng Pilipinas (BSP) and the SEC for the application for the
Capital Increase and the New Share Issuance had been duly executed and that said
documents shall be filed with the BSP and the SEC within _____ business days from
the approval by its stockholders of the Capital Increase and the New Share Issuance.

4.4. The Bank shall within ____ business days following the approval of its stockholders
of the Capital Increase and the New Share Issuance, file with the BSP all documents
required for the application for the Capital Increase and the New Share Issuance.
Page 2 of 6
 Annex F

Within the next business day following the receipt by the BANK of the Certificate of
Authority to Register the Amendments to the Articles of Incorporation of the BANK
covering the said Capital Increase and New Share Issuance, the BANK shall file with
the SEC all documents required for the application for the Capital Increase and New
Share Issuance.

4.5. The BANK shall, upon receipt of the SEC approval of the Capital Increase and the
New Share Issuance, apply the deposit for future subscription as provided in Section
____ above, as full payment of the Subscribed Shares.

4.6. The BANK shall within the first ____ days of the month following the approval by the
SEC of the Capital Increase, pay the documentary stamp tax on Subscribed Shares.

4.7. For avoidance of doubt, the parties agree that the SUBSCRIBER shall be deemed to
have subscribed to and paid for the Subscribed Shares only after the BANK has
applied the deposit for future subscription referred to in Section ___ above as full
payment of the Subscription Price for the Subscribed Shares and which payment
shall be booked by the BANK simultaneously with the payment for the additional
subscription for new _____ shares of the BANK in accordance with Section ____
above.

5. ADDITIONAL COVENANTS OF THE BANK AND THE SUBSCRIBER (Optional)

5.1. The BANK covenants and agrees that between the signing of this Agreement and the
date that the SEC shall have approved the Capital Increase and the New Share
Issuance, the BANK shall conduct its business in the ordinary course and consistent
with its prior practice. The BANK shall preserve intact its business in the ordinary
course and consistent with its prior practice. The BANK shall preserve intact its
business organizations and its current relationships with its depositors, customers
and othe persons with it has significant business relationships. Without limiting the
generality of the immediately preceding covenants, the BANK shall not without the
SUBSCRIBER’s prior written consent, do any of the following between the signing of
this Agreement and the date that the SEC shall have approved the Capital Increase
and the New Issuance, among others.

5.2. State additional covenants x x x.

6. REPRESENTATION AND WARRANTIES

The BANK hereby represents and warrants to the SUBSCRIBER that:

6.1. It is a banking corporation duly organized and existing under the laws of the Republic
of the Philippines and duly licensed by the Bangko Sentral ng Pilipinas to operate as
a rural bank/cooperative bank.
6.2. It has the legal capacity and authority to execute and deliver this Agreement and to
perform all the terms and conditions thereof to be performed by it and this
Agreement constitutes a binding obligation against it enforceable according to its
terms.
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 Annex F

6.3. The authorized capital stock of the Corporation as of date of execution of this
Agreement amounts to ________________ consisting of ___________________
shares, each with a par value of __________ (P______), of which ____________
shares have been subscribed and issued. The terms and features of the common
and preferred shares are as provided in its Article of Incorporations, as amended as
of _____________.

6.4. On _______________ the Board of Directors of the BANK approved by the

affirmative vote of majority of all the members thereof each of the aforesaid Capital
Increase, New Share Issuance and Listing of Shares and on _______________, the
stockholders representing at least two-thirds (2/3) of all issued and outstanding
shares of the BANK approved and ratified each of such Capital Increase, New Share
Issuance and Listing of Shares.

6.5. The SUBSCRIBER represents and warrants to the BANK that:

6.5.1. He has the legal capacity to execute and deliver this Agreement and to
perform all the terms and conditions thereof to be performed by it; and this
Agreement constitutes binding obligations on his part and enforceable
according to its terms;

6.5.2. The payment for subscription were not originally sourced from the Bank
either in the form of loans and/or advances or the same was nit subsequently
returned by the Bank in the form of loans and/or advances; and

6.5.3. The execution, delivery, and performance by the SUBSCRIBER of this

Agreement does not and will not violate in any respect any provision of, or
result in breach of, or constitute a default under (i) the organizational
documents of the SUBSCRIBER, or (ii) any indenture, agreement or other
undertaking or instrument to which the SUBSCRIBER is a party or which is
binding upon the SUBSCRIBER.

6.6. Should any of the foregoing representations and warranties prove to be false or
misleading in any material respect, the adversely affected party may, by providing
notice or presenting claim to the other party at any time within a period of one year
from the execution of this Agreement, require such other party to cure such breach
of warranty. In the event that the breach of representation or warranty is not cured,
the adversely affected party may within three months from said notice or claim
presentations, institute the proper proceeding to seek indemnification from such
other party in the form of actual damages which indemnity shall in no case exceed
the amount equivalent to _____ percent if the paid-up value of the Subscribed
Shares plus all reasonable costs incurred by the said party in connection with said
Subscribed Shares. Each party hereby waives any other remedy or period available
under law, regulation or contract for breach of representation or warranty.

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 Annex F

7. TERMINATION AND WAIVER

In case any of the following occurs:

7.1. Failure of the BANK to obtain the approval of the BSP and the SEC for the Capital
Increase or the New Share Issuance by _________________ or as of such other date
as the BANK and the SUBSCRIBER may mutually agree upon in writing, due to
reasons other than attributable to the fault or negligence of the SUBSCRIBER;

7.2. A Material Adverse Effect on the BANK shall have occurred at any time prior to the
date on which the BSP and SEC shall have approved the Capital Increase and the
New Share Issuance; or

7.3. Failure of the BANK to perform its obligation under this Agreement;

7.4. The SUBSCRIBER shall have the option to terminate this Agreement, in which case,
the BANK shall refund to the SUBSCRIBER the full amount of the Subscription Price
already remitted to the BANK as of effective date of termination, without interest
and the SUBSCRIBER shall have no more obligation whatsoever under this
Agreement.

8. EFFECT OF TERMINATION

In the event of termination of this Agreement as provided in Section ____ above, this
Agreement shall forthwith become void and of no further effect and there shall be no
liability on the part of either party hereto except (i) the terms and provisions of this
Section ___, Sections ___ and ___, shall remain in full force and effect, and (b) that such
termination shall not relieve any party from liability for any willful breach of this
Agreement.

IN WITNESS WHEREOF, we have hereunto affixed our signature at ____________

Municipality/City, Philippines this day of _____________, 20__.

___(Signature over Printed Name)___ ___(Signature over Printed Name)___

(Position) (Position)

___(Signature over Printed Name)___ ___(Signature over Printed Name)___

(Position) (Position)
ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES )

PROVINCE ) S.S.
MUNICIPALITY OF )

Page 5 of 6
 Annex F

SUBSCRIBED AND SWORN TO before me, A Notary Public, in _________________ this

____ day of ______________ 20___, personally appeared the following persons:

Name CTC No. Date/Place Issued

known to be the same persons who executed the foregoing instrument and who
acknowledged to me that the same is their own free and voluntary deed.

WITNESS MY HAND AND NOTARIAL SEAL on the date and place first above written.

Notary Public

Doc No.__
Page No. __
Book No. __
Series of __

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