CASH COLLATERAL DEPOSIT ACCOUNT AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Cash Collateral Deposit Account Agreement (the Agreement) is executed by and
between:

NAME OF CLEARING MEMBER, a corporation duly organized and existing

under Philippine laws and a member of the Philippine Stock Exchange and the
Securities Clearing Corporation of the Philippines, with address at ADDRESS OF
CLEARING MEMBER (the Member);

SECURITIES CLEARING CORP. OF THE PHILIPPINES, a corporation duly

organized and existing under Philippine laws, with address at the 2/F Ayala
Tower One, Ayala Triangle, Ayala Ave., Makati City (SCCP);

NAME OF SETTLEMENT BANK, a universal banking institution organized and

existing under Philippine laws, with principal office address at ADDRESS OF
SETTLEMENT BANK, (BANK) shall be referred to hereafter as the Cash
Custodian Bank.

WITNESSETH:
WHEREAS, SCCP has been organized as a central securities clearing institution, and
registered as such with the Securities and Exchange Commission (SEC), to manage the
clearing and settlement of immobilized securities lodged with the Philippine Depository and
Trust Corporation (PDTC) and perfected in the trading floor of the PSE (the Eligible PSE
Trades), administer a Clearing and Trade Guarantee Fund and manage a risk monitoring
system for the purpose of assuring settlement obligations of Eligible PSE Trades;

WHEREAS, as part of the risk management and monitoring functions of SCCP, SCCP
implements a Mark-to-Market Collateral Deposit System (the MMCD System), in which
Members are required to maintain collateral deposits, either in the form of cash with the Cash
Custodian Bank, or securities in favor of SCCP to cover any loss to SCCP caused by the
movement of the market price of securities in the event of a default by a Member on its
unsettled obligations under an SCCP Eligible Trade;

WHEREAS, under the MMCD System, Members are required to open an account (the
Cash Collateral Deposit Account) with Members Settlement Bank as the Cash Custodian
Bank, which is to be used solely and exclusively to receive and maintain the cash collateral
deposited by Members to cover their net negative exposures;

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 NOW THEREFORE:
For and in consideration of the foregoing, the Member, SCCP, and the Cash Custodian Bank
hereby agree as follows:

1. Cash Collateral Deposit Account

1.1 The Member shall open and maintain an account with the Cash Custodian Bank of its choice
which shall be utilized solely as the Cash Collateral Deposit Account under the MMCD
System. All application and forms and related documents required by the Cash Custodian
Bank shall be promptly completed and duly filed by the Member. Upon completion of the
process of opening the Members Cash Collateral Deposit Account, Cash Custodian Bank
shall confirm to SCCP and the Member the activation thereof, providing SCCP and the
Member the details of the designated Cash Collateral Account, such as the account name,
account number, status and other relevant information, which SCCP may request from time to
time.

1.2 The Cash Collateral Deposit Account shall be utilized to address any market price fluctuation
risk that SCCP may face in the event that SCCP has to settle the failed trades of the Member.
The Cash Collateral Deposit Account shall be used solely and exclusively for the deposit and
maintenance by the Member of good funds readily available to cover the Members Mark-to-
Market negative exposure, subject to the following terms and conditions:

(a) The Cash Collateral Deposit Account is a special purpose account; it is not a savings,
checking or a regular deposit account, and shall be used solely for the purposes set
forth herein.

(b) SCCP shall calculate on a daily basis the net exposure of each Member that may arise
to determine the total net negative exposure of all unsettled trades of the particular
Member. Should a Member have a net negative exposure, SCCP shall, within the
same trading day, promptly notify the affected Member of such fact, including the total
amount of collateral required from said Member. The notice from SCCP shall be
accomplished through fax (with receipt acknowledged by Member) or such other
medium as SCCP may decide.

(c) Upon receipt of such notice, the affected Member who opted for a Cash Collateral
shall, no later than 12:00 noon of the next trading day, deposit readily available funds
in the Cash Collateral Deposit Account to cover the negative exposure computed by
SCCP.

(d) The Cash Custodian Bank shall immediately send a confirmation of the deposit to
SCCP through the on-line or file transfer facility of the CCCS System.

1.3 All computations made by SCCP of a Members net negative exposure shall, in the absence
of manifest error, gross negligence, fraud or bad faith, be final and conclusive on the Member
and the Cash Custodian Bank, and Member shall faithfully comply with all notices from SCCP
in this regard.

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2. Withdrawals from the Cash Collateral Deposit Account

2.1 The Member understands that in order to maintain the integrity of the PSE trading process as
well as the continuous clearing and settlement of all PSE Trades, its authority to withdraw its
cash deposit from the Cash Collateral Deposit Account will be restricted. The Member, by
these presents, agrees that any withdrawal from the Cash Collateral Deposit Account should
only be in the amount in excess of its collateral requirement and such withdrawal shall only be
performed through the CCCS system. Any other withdrawal from the CCDA possible through
the facilities of the Settlement Bank, such as but not limited to over-the-counter withdrawal
and online fund transfer from this account, is strictly prohibited. Any violation of this provision
shall constitute a ground for liability against the Clearing Member in favor of SCCP. The Cash
Custodian Bank hereby acknowledges the restrictions on the Members right and authority to
make withdrawals from the Cash Collateral Deposit Account contained in this Clause 2 and
shall strictly observe the same.

Any withdrawal may be made by the Member through the Collateral Withdrawal Module of the
CCCS from 9:00 AM to 12:00 NN.

2.2 The Member as well as the Cash Custodian Bank hereby authorizes SCCP to control the
Cash Collateral Deposit Account in case the Member defaults under an eligible PSE trade. In
case such a failed trade occurs and a call on the Cash Collateral Deposit Account becomes
necessary as provided under the SCCP Rules and SCCP Operating Procedures, SCCP shall
immediately notify the Cash Custodian Bank in which the Member maintains a Cash Collateral
Deposit Account.

2.3 In the case of a call on the Cash Collateral Deposit Account, SCCP is hereby appointed as the
Members attorney-in-fact and is hereby irrevocably authorized by the Member to give
instructions to the Cash Custodian Bank to transfer cash from the Members Cash Collateral
Deposit Account to the SCCP Nostro Account as provided under the SCCP Rules and SCCP
Operating Procedures. In implementation hereof, SCCP is further authorized, on behalf of the
Member, to sign, execute and deliver in good faith any and all documents necessary to
accomplish the purpose hereof including but not limited to the (i) credit and withdrawal of the
funds in the Cash Collateral Deposit Account; (ii) causing the freezing of the Cash Collateral
Deposit Account with the Cash Custodian bank; and (iii) such other procedures as SCCP may
deem necessary or expedient.

3. Information to be provided by the Cash Custodian Bank

3.1 The Cash Custodian Bank shall confirm and/or certify to SCCP the account name, number,
status and other relevant information about the Cash Collateral Deposit Account, which SCCP
may request from time to time.

3.2 The Cash Custodian Bank recognizes SCCPs first lien over the funds in the Cash Collateral
Deposit Account in the amount of collateral required from the Member. However, said first
lien over the funds shall not apply in the event of garnishments ordered by competent
authority having jurisdiction over the Member. The Cash Custodian Bank recognizes SCCPs
authority to control and withdraw from a Members Cash Collateral Deposit Account in
accordance with the provisions herein.

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3.3 The Cash Custodian Bank and SCCP shall coordinate to reconcile all relevant records with
respect to the Cash Collateral Deposit Account. Each party shall immediately raise any
discrepancy to the other no later than the close of the succeeding Business Day.

4. Representations and Warranties

4.1 The parties hereto hereby represent and warrant to each other that:

(a) each of them has the full legal right, power and authority to execute and deliver this
Agreement, to perform all the terms and conditions hereof, and to consummate the
transactions contemplated hereby;

(b) that the execution, delivery and performance of this Agreement and the performance of
the terms and conditions hereof will not conflict with or result in the breach or default of
any contract or agreement to which each may be a party to, nor result in the creation of
any charge, lien or encumbrance on any of their properties.

4.2 The Member further represents and warrants to the Cash Custodian Bank and SCCP that:

(a) It is a member in good standing of the PSE and SCCP; and

(b) All funds deposited in the Cash Collateral Deposit Account pursuant hereto are owned
by it in its own capacity, and are freely and readily transferable, and are not subject to
any condition, garnishment, charge, assignment, lien or encumbrance or any similar
restriction in favor of any party.

5. Waiver and Authorization

By these presents, and to the extent required to implement this Agreement and/or
comply with all its obligations as clearing member of SCCP, the Member hereby
waives in favor solely of SCCP its rights under existing or subsequently enacted bank
secrecy or confidentiality laws, and authorizes the Cash Custodian Bank to disclose to
SCCP all necessary information regarding the Members Cash Collateral Deposit
Account, and effect SCCPs instructions for the debit of the Members Cash Collateral
Deposit Account as provided herein. Any and all such information disclosed to SCCP
under this Clause shall be held in strictest confidence.

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6. Applicable Law and Rules

In the event of an amendment to the SCCP Rules or SCCP Operating Procedures or

the MMCD Manual, SCCP shall inform the Cash Custodian Bank and the members of
such amendments.

This Agreement shall govern all matters regarding all securities transactions within the
MMCD System. Any matter not provided for herein shall be governed by applicable
laws, rules and regulations of the Republic of the Philippines governing such matters.

7. Free and Harmless

SCCP shall not be liable to the Cash Custodian Bank and/or the Member, or its clients,
officers, directors, employees, agents, or successors-in-interest, for any suit, claim,
demand, loss, damage cost or expense that may be sustained by any person in
connection with, or incidental to, the performance or non-performance by SCCP and/or
the Cash Custodian Bank of its services herein. The Cash Custodian Bank shall not be
liable to SCCP and/or the Member for acts or omissions performed in accordance with
this Agreement, the SCCP MMCD System, the SCCP Rules or pursuant to SCCP
instructions, unless due to gross negligence, willful neglect or evident bad faith.

8. Arbitration

Any controversy or claim arising out of or relating to this Agreement that cannot be
amicably settled by the parties to the dispute shall be resolved exclusively through
arbitration in accordance with the rules of the Philippine Dispute Resolution Center, or,
if this is not for any reason feasible, by means of arbitration by one arbiter mutually
agreed by the parties following the Philippine Arbitration Law. Any decision
promulgated thereunder shall be enforceable in any court having competent
jurisdiction. The arbitration shall be conducted in the English language in Metro Manila,
Philippines, applying Philippine Law.

9. Governing Law

This Agreement, the rights and obligations of the parties hereunder, and all
performance hereunder, shall be governed by and construed in accordance with
Philippine law.

10. General Provisions

10.1 In the event that any part of this Agreement is found to be void, the remaining provisions of
this Agreement shall nevertheless, and to the extent practicable, be binding with the same
effect as though the void parts were deleted.

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 10.2 No waiver of any provisions of this Agreement shall be valid unless made in writing and
signed by all the parties. The failure by SCCP to enforce any or its rights or obligations herein
shall not be deemed a waiver of any right of action to enforce compliance by any other party
of any provision herein. This Agreement shall not be assigned by either party without the prior
written consent of the others. No amendments or modifications hereto shall be valid unless
agreed to in writing and signed, executed and delivered by the parties.

IN WITNESS WHEREOF:

______________, SCCP and BANK have hereunto set their hands this _______ day of
_____________, 20__ at Makati City, Philippines.

SECURITIES CLEARING
MEMBER SETTLEMENT BANK CORPORATION
OF THE PHILIPPINES

By: By: By:

Name of Signatory Name of Signatory HANS B. SICAT

Designation Designation President & CEO

IN WITNESS

Name of Signatory Name of Signatory RENEE D. RUBIO

Designation Designation COO

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 ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES )

) s.s.

BEFORE ME, a Notary Public for and in _______________________, on this ____day of

__________, personally appeared Hans B. Sicat with Community Tax Certificate No. ________
issued on ________ at ____________, known to me and to me known to be the same person
who executed the foregoing Agreement, and who acknowledged to me that the same is his free
will and voluntary act and deed and that of the corporation respectively represented herein.

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

Doc No. __________;

Page No.__________;
Book No.__________;
Series of 20____.

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 ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES )

) s.s.

BEFORE ME, a Notary Public for and in _______________________, on this ____day of

__________, personally appeared NAME OF SIGNATORY with Community Tax Certificate No.
CTC NUMBER issued on Date Issued at Place Issued, known to me and to me known to be the
same person who executed the foregoing Agreement, and who acknowledged to me that the
same is her free will and voluntary act and deed and that of the corporation respectively
represented herein.

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

Doc No. __________;

Page No.__________;
Book No.__________;
Series of 20____.

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 ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES )

) s.s.

BEFORE ME, a Notary Public for and in _______________________, on this ____day of

__________, personally appeared _____________ with Community Tax Certificate No.
__________ issued on ____________ at __________, known to me and to me known to be the
same person who executed the foregoing Agreement, and who acknowledged to me that the
same is her free will and voluntary act and deed and that of the corporation respectively
represented herein.

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

Doc No. __________;

Page No.__________;
Book No.__________;
Series of 20____.

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