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                                                                     Exhibit 4.1


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                                  Dated [_____]

                                DEPOSIT AGREEMENT

                                     between

                        ETELECARE GLOBAL SOLUTIONS, INC.
                                    as Issuer

                                       and

               DEUTSCHE BANK TRUST COMPANY AMERICAS as Depositary

                                       and

            THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY
             SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS ISSUED
                              HEREUNDER as [_____]

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                                  WHITE & CASE

                               5 Old Broad Street
                                 London EC2N 1DW

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                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
1. DEFINITIONS...........................................................     1
2. APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS; DEPOSIT OF SHARES;
   EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS............     5
   2.1  Appointment of Depositary........................................     5
   2.2  Form and Transferability of Receipts.............................     5
   2.3  Deposits.........................................................     6
   2.4  Execution and Delivery of Receipts...............................     8
   2.5  Transfer of Receipts; Combination and Split-up of Receipts.......     8
   2.6  Surrender of Receipts and Withdrawal of Deposited
        Securities.......................................................     9
   2.7  Limitations on Execution and Delivery, Transfer, etc. of
        Receipts; Suspension of Delivery, Transfer, etc..................    11
   2.8  Lost Receipts, etc...............................................    11
   2.9  Cancellation and Destruction of Surrendered Receipts;
        Maintenance of Records...........................................    12
   2.10 Pre-Release......................................................    12
3. CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF RECEIPTS......    13
   3.1  Proofs, Certificates and Other Information.......................    13
   3.2  Liability for Taxes and Other Charges............................    13
   3.3  Representations and Warranties on Deposit of Shares..............    14
   3.4  Compliance with Information Requests.............................    14
4. THE DEPOSITED SECURITIES..............................................    15
   4.1  Cash Distributions...............................................    15
   4.2  Distribution in Shares...........................................    15
   4.3  Elective Distributions in Cash or Shares.........................    16
   4.4  Distribution of Rights to Purchase Shares........................    17
   4.5  Distributions Other Than Cash, Shares or Rights to Purchase
        Shares...........................................................    18
   4.6  Conversion of Foreign Currency...................................    19
   4.7  Fixing of Record Date............................................    20
   4.8  Voting of Deposited Securities...................................    21
   4.9  Changes Affecting Deposited Securities...........................    21
   4.10 Available Information............................................    22
   4.11 Reports..........................................................    22
   4.12 List of Holders..................................................    23
   4.13 Taxation; Withholding............................................    23
5. THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY.........................    24
   5.1  Maintenance of Office and Transfer Books by the Registrar........    24
   5.2  Exoneration......................................................    25
   5.3  Standard of Care.................................................    25
   5.4  Resignation and Removal of the Depositary; Appointment of
        Successor Depositary.............................................    26
   5.5  The Custodian....................................................    27
   5.6  Notices and Reports..............................................    28
   5.7  Issuance of Additional Shares, ADSs etc..........................    29
   5.8  Indemnification..................................................    30
</TABLE>


                                      (i)

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<TABLE>
<S>                                                                         <C>
   5.9  Fees and Charges of Depositary...................................    31
   5.10 Restricted Securities Owners/Ownership Restrictions..............    32
6. AMENDMENT AND TERMINATION.............................................    32
   6.1  Amendment/Supplement.............................................    32
   6.2  Termination......................................................    33
7. MISCELLANEOUS.........................................................    34
   7.1  Counterparts.....................................................    34
   7.2  No Third-Party Beneficiaries.....................................    34
   7.3  Severability.....................................................    35
   7.4  Holders and Beneficial Owners as Parties; Binding Effect.........    35
   7.5  Notices..........................................................    35
   7.6  Governing Law and Jurisdiction...................................    36
   7.7  Assignment.......................................................    37
   7.8  Agents...........................................................    37
   7.9  Exclusivity......................................................    37
   7.10 Compliance with U.S. Securities Laws.............................    37
   7.11 Titles...........................................................    38
EXHIBIT A [FORM OF FACE OF RECEIPT]......................................     1
EXHIBIT B [FORM OF REVERSE OF RECEIPT]...................................     1
</TABLE>


                                      (ii)
<PAGE>

DEPOSIT AGREEMENT, dated as of [_____], by and among

(1)  ETELECARE GLOBAL SOLUTIONS, INC, a company incorporated under the laws of
     the Republic of the Philippines as a domestic stock corporation, and its
     successors (the "COMPANY"),

(2)  DEUTSCHE BANK TRUST COMPANY AMERICAS, an indirect wholly owned subsidiary
     of Deutsche Bank A.G., acting in its capacity as depositary, and any
     successor depositary hereunder (the "DEPOSITARY"), and

(3)  all Holders and Beneficial Owners of American Depositary Shares evidenced
     by American Depositary Receipts issued hereunder (all such capitalized
     terms as hereinafter defined).

WITNESSETH THAT:

WHEREAS, the Company desires to establish an ADR facility with the Depositary to
provide for the deposit of the Shares and the creation of American Depositary
Shares representing the Shares so deposited;

WHEREAS, the Depositary is willing to act as the Depositary for such ADR
facility upon the terms set forth in this Deposit Agreement; and

WHEREAS, the American Depositary Receipts evidencing the American Depositary
Shares issued pursuant to the terms of this Deposit Agreement are to be
substantially in the form of Exhibit A annexed hereto, with appropriate
insertions, modifications and omissions, as hereinafter provided in this Deposit
Agreement; and

WHEREAS, the American Depositary Shares to be issued pursuant to the terms of
this Deposit Agreement are accepted for trading on the National Association of
Securities Dealers Automated Quotation; and

WHEREAS, the Board of Directors of the Company (or an authorized committee
thereof) has duly approved the establishment of an ADR facility upon the terms
set forth in this Deposit Agreement, the execution and delivery of this Deposit
Agreement on behalf of the Company, and the actions of the Company and the
transactions contemplated herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:

1.   DEFINITIONS

     All capitalized terms used, but not otherwise defined, herein shall have
     the meanings set forth below, unless otherwise clearly indicated:

     "AFFILIATE" shall have the meaning assigned to such term by the Commission
     under Regulation C promulgated under the Securities Act.

     "AGENT" shall mean such entity or entities as the Depositary may appoint
     under Section 7.8, including the Custodian or any successor or addition
     thereto.

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     "AMERICAN DEPOSITARY SHARE(S)" and "ADS(S)" American Depositary Share(s)
     shall mean the securities represented by the rights and interests in the
     Deposited Securities granted to the Holders and Beneficial Owners pursuant
     to the terms and conditions of this Deposit Agreement and evidenced by the
     American Depositary Receipts issued hereunder. Each American Depositary
     Share shall represent the right to receive [_____] of Shares, until there
     shall occur a distribution upon Deposited Securities referred to in Section
     4.2 or a change in Deposited Securities referred to in Section 4.9 with
     respect to which additional American Depositary Receipts are not executed
     and delivered, and thereafter each American Depositary Share shall
     represent the Shares or Deposited Securities specified in such Sections.

     "ADS RECORD DATE" shall have the meaning given to such term in Section 4.7.

     "BENEFICIAL OWNER" shall mean as to any ADS, any person or entity having a
     beneficial interest in any ADSs. A Beneficial Owner need not be the Holder
     of the ADR evidencing such ADSs. A Beneficial Owner may exercise any rights
     or receive any benefits hereunder solely through the Holder of the ADR(s)
     evidencing the ADSs in which such Beneficial Owner has an interest.

     "BUSINESS DAY" shall mean each Monday, Tuesday, Wednesday, Thursday and
     Friday which is not (a) a day on which banking institutions in the Borough
     of Manhattan, The City of New York are authorized or obligated by law or
     executive order to close and (b) a day on which the market(s) in which
     Receipts are traded are closed.

     "COMMISSION" shall mean the Securities and Exchange Commission of the
     United States or any successor governmental agency in the United States.

     "COMPANY" shall mean eTelecare Global Solutions, Inc,, a company
     incorporated and existing under the laws of the Republic of the Philippines
     as a domestic stock corporation, and its successors.

     "CUSTODIAN" shall mean, as of the date hereof, Deutsche Bank AG, Manila,
     located at Floor 23, Tower One, Ayala Triange, Ayala Avenue, Makati City,
     Philippines, as the custodian for the purposes of this Deposit Agreement,
     and any other firm or corporation which may hereinafter be appointed by the
     Depositary pursuant to the terms of Section 5.5 as a successor or an
     additional custodian or custodians hereunder, as the context shall require.
     The term "Custodian" shall mean all custodians, collectively.

     "DELIVER" and "DELIVERY" shall mean, when used in respect of American
     Depositary Shares, Receipts, Deposited Securities and Shares, the physical
     delivery of the certificate representing such security, or the electronic
     delivery of such security by means of book-entry transfer, as appropriate,
     including, without limitation, through DRS/Profile. With respect to
     DRS/Profile ADRs, the terms "execute", "issue", "register", "surrender",
     "transfer" or "cancel" refer to applicable entries or movements to or
     within DRS/Profile.

     "DEPOSIT AGREEMENT" shall mean this Deposit Agreement and all exhibits
     hereto, as the same may from time to time be amended and supplemented in
     accordance with the terms hereof.


                                        2

<PAGE>

     "DEPOSITARY" shall mean Deutsche Bank Trust Company Americas, an indirect
     wholly owned subsidiary of Deutsche Bank A.G., in its capacity as
     depositary under the terms of this Deposit Agreement, and any successor
     depositary hereunder.

     "DEPOSITED SECURITIES" as of any time shall mean Shares at such time
     deposited or deemed to be deposited under this Deposit Agreement and any
     and all other securities, property and cash received or deemed to be
     received by the Depositary or the Custodian in respect thereof and held
     hereunder, subject, in the case of cash, to the provisions of Section 4.6.
     The collateral delivered in connection with Pre-Release Transactions
     described in Section 2.10 hereof shall not constitute Deposited Securities.

     "DOLLARS" and "$" shall refer to the lawful currency of the United States.

     "DRS/PROFILE" means the system for the uncertificated registration of
     ownership of securities pursuant to which ownership of ADSs is maintained
     on the books of the Depositary without the issuance of a physical
     certificate and transfer instructions may be given to allow for the
     automated transfer of ownership between the books of DTC and the
     Depositary. Ownership of ADSs held in DRS/Profile are evidenced by periodic
     statements issued by the Depositary to the Holders entitled thereto.

     "DTC" shall mean The Depository Trust and Clearing Corporation, the central
     book-entry clearinghouse and settlement system for securities traded in the
     United States, and any successor thereto.

     "EXCHANGE ACT" shall mean the United States Securities Exchange Act of
     1934, as from time to time amended.

     "FOREIGN CURRENCY" shall mean any currency other than Dollars.

     "FOREIGN REGISTRAR" shall mean the entity, if any, that carries out the
     duties of registrar for the Shares or any successor as registrar for the
     Shares and any other appointed agent of the Company for the transfer and
     registration of Shares.

     "HOLDER" shall mean the person in whose name a Receipt is registered on the
     books of the Depositary (or the Registrar, if any) maintained for such
     purpose. A Holder may or may not be a Beneficial Owner. A Holder shall be
     deemed to have all requisite authority to act on behalf of those Beneficial
     Owners of the ADRs registered in such Holder's name.

     "INDEMNIFIED PERSON" and "Indemnifying Person" shall have the meaning set
     forth in Section 5.8. hereof.

     "PESOS" shall refer to the lawful currency of the Republic of the
     Philippines.

     "PRE-RELEASE" shall have the meaning set forth in Section 2.10 hereof.

     "PRINCIPAL OFFICE" when used with respect to the Depositary, shall mean the
     principal office of the Depositary at which at any particular time its
     depositary receipts business shall be administered, which, at the date of
     this Deposit Agreement, is located at 60 Wall Street, New York, New York
     10005, U.S.A.


                                        3

<PAGE>

     "RECEIPT(S)"; "AMERICAN DEPOSITARY RECEIPT(S)" and "ADR(S)" shall mean the
     certificate(s) or DRS/Profile statements issued by the Depositary
     evidencing the American Depositary Shares issued under the terms of this
     Deposit Agreement, as such Receipts may be amended from time to time in
     accordance with the provisions of this Deposit Agreement. References to
     Receipts shall include physical certificated Receipts as well as ADSs
     issued through DRS/Profile, unless the context otherwise requires.

     "REGISTRAR" shall mean the Depositary or any bank or trust company having
     an office in the Borough of Manhattan, The City of New York, which shall be
     appointed by the Depositary to register ownership of Receipts and transfer
     of Receipts as herein provided, shall include any co-registrar appointed by
     the Depositary for such purposes. Registrars (other than the Depositary)
     may be removed and substitutes appointed by the Depositary.

     "RESTRICTED SECURITIES" shall mean Shares, or American Depositary Shares
     representing such Shares, which (i) have been acquired directly or
     indirectly from the Company or any of its Affiliates in a transaction or
     chain of transactions not involving any public offering and subject to
     resale limitations under the Securities Act or the rules issued thereunder,
     or (ii) are held by an officer or director (or persons performing similar
     functions) or other Affiliate of the Company, or (iii) are subject to other
     restrictions on sale or deposit under the laws of the United States, the
     Republic of the Philippines, or under a shareholders' agreement or the
     Company's Articles of Incorporation and Bylaws or under the regulations of
     an applicable securities exchange unless, in each case, such Shares are
     being sold to persons other than an Affiliate of the Company in a
     transaction (x) covered by an effective resale registration statement or
     (y) exempt from the registration requirements of the Securities Act (as
     hereinafter defined), and the Shares are not, when held by such person,
     Restricted Securities.

     "SECURITIES ACT" shall mean the United States Securities Act of 1933, as
     from time to time amended.

     "SHARES" shall mean ordinary shares in registered form of the Company, par
     value one peso each, heretofore validly issued and outstanding and fully
     paid or hereafter validly issued and outstanding and fully paid. References
     to Shares shall include evidence of rights to receive Shares, whether or
     not stated in the particular instance; provided, however, that in no event
     shall Shares include evidence of rights to receive Shares with respect to
     which the full purchase price has not been paid or Shares as to which
     pre-emptive rights have theretofore not been validly waived or exercised;
     provided further, however, that, if there shall occur any change in par
     value, split-up, consolidation, reclassification, conversion or any other
     event described in Section 4.9, in respect of the Shares of the Company,
     the term "Shares" shall thereafter, to the extent permitted by law,
     represent the successor securities resulting from such change in par value,
     split-up, consolidation, exchange, conversion, reclassification or event.

     "UNITED STATES" or "U.S." shall mean the United States of America.


                                        4

<PAGE>

2.   APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION
     AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS

2.1  APPOINTMENT OF DEPOSITARY.

     The Company hereby appoints the Depositary as exclusive depositary for the
     Deposited Securities and hereby authorizes and directs the Depositary to
     act in accordance with the terms set forth in this Deposit Agreement. Each
     Holder and each Beneficial Owner, upon acceptance of any ADSs (or any
     interest therein) issued in accordance with the terms of this Deposit
     Agreement, shall be deemed for all purposes to (a) be a party to and bound
     by the terms of this Deposit Agreement and (b) appoint the Depositary its
     attorney-in-fact, with full power to delegate, to act on its behalf and to
     take any and all actions contemplated in this Deposit Agreement, to adopt
     any and all procedures necessary to comply with applicable law and to take
     such action as the Depositary in its sole discretion may deem necessary or
     appropriate to carry out the purposes of this Deposit Agreement (the taking
     of such actions to be the conclusive determinant of the necessity and
     appropriateness thereof).

2.2  FORM AND TRANSFERABILITY OF RECEIPTS.

     (a)  Definitive Receipts shall be substantially in the form set forth in
          Exhibit A annexed to this Deposit Agreement, with appropriate
          insertions, modifications and omissions, as hereinafter provided.
          Receipts may be issued in denominations of any number of American
          Depositary Shares. No definitive Receipt shall be entitled to any
          benefits under this Deposit Agreement or be valid or obligatory for
          any purpose, unless such Receipt shall have been executed by the
          Depositary by the manual or facsimile signature of a duly authorized
          signatory of the Depositary. The Depositary shall maintain books on
          which each Receipt so executed and delivered, in the case of
          definitive Receipts, and each Receipt issued through the DRS/Profile,
          in either case as hereinafter provided and the transfer of each such
          Receipt shall be registered. Receipts in certificated form bearing the
          manual or facsimile signature of a duly authorized signatory of the
          Depositary who was at any time a proper signatory of the Depositary
          shall bind the Depositary, notwithstanding that such signatory has
          ceased to hold such office prior to the execution and delivery of such
          Receipts by the Registrar or did not hold such office on the date of
          issuance of such Receipts.

          In addition to the foregoing, the Receipts may be endorsed with or
          have incorporated in the text thereof such legends or recitals or
          modifications not inconsistent with the provisions of this Deposit
          Agreement as may be reasonably required by the Depositary in order to
          comply with any applicable law or regulations thereunder or with the
          rules and regulations of any securities exchange upon which American
          Depositary Shares may be listed or to conform with any usage with
          respect thereto, or to indicate any special limitations or
          restrictions to which any particular Receipts are subject by reason of
          the date of issuance of the underlying Deposited Securities or
          otherwise.


                                        5

<PAGE>

          Notwithstanding anything in this Deposit Agreement or in the Receipt
          to the contrary, to the extent available by the Depositary, American
          Depositary Shares shall be evidenced by Receipts issued through
          DRS/Profile unless certificated Receipts are specifically requested by
          the Holder. Holders and Beneficial Owners shall be bound by the terms
          and conditions of this Deposit Agreement and of the form of Receipt,
          regardless of whether their Receipts are certificated or issued
          through DRS/Profile.

     (b)  Subject to the limitations contained herein and in the form of
          Receipt, title to a Receipt (and to the American Depositary Shares
          evidenced thereby), when properly endorsed (in the case of
          certificated Receipts) or upon delivery to the Depositary of proper
          instruments of transfer, shall be transferable by delivery with the
          same effect as in the case of a negotiable instrument under the laws
          of the State of New York; provided, however, that the Depositary,
          notwithstanding any notice to the contrary, may treat the Holder
          thereof as the absolute owner thereof for the purpose of determining
          the person entitled to distribution of dividends or other
          distributions or to any notice provided for in this Deposit Agreement
          and for all other purposes and neither the Depositary nor the Company
          will have any obligation or be subject to any liability under the
          Deposit Agreement to any holder of a Receipt, unless such holder is
          the Holder thereof.

2.3  DEPOSITS

     (a)  Subject to the terms and conditions of this Deposit Agreement and
          applicable law, Shares or evidence of rights to receive Shares (other
          than Restricted Securities) may be deposited by any person (including
          the Depositary in its individual capacity but subject, however, in the
          case of the Company or any Affiliate of the Company, to Section 5.7
          hereof) at any time beginning on the 181st day after the date of the
          prospectus contained in the registration statement on Form F-1 under
          which the ADSs are first sold, whether or not the transfer books of
          the Company or the Foreign Registrar, if any, are closed, by Delivery
          of the Shares to the Custodian. No deposits shall be accepted under
          this Deposit Agreement prior to such date. Every deposit of Shares
          shall be accompanied by the following: (A)(i) in the case of Shares
          issued in registered form, appropriate instruments of transfer or
          endorsement, in a form satisfactory to the Custodian, (ii) in the case
          of Shares issued in bearer form, such Shares or the certificates
          representing such Shares and (iii) in the case of Shares delivered by
          book-entry transfer, confirmation of such book-entry transfer to the
          Custodian or that irrevocable instructions have been given to cause
          such Shares to be so transferred, (B) such certifications and payments
          (including, without limitation, the Depositary's fees and related
          charges) and evidence of such payments (including, without limitation,
          stamping or otherwise marking such Shares by way of receipt) as may be
          required by the Depositary or the Custodian in accordance with the
          provisions of this Deposit Agreement, (C) if the Depositary so
          requires, a written order directing the Depositary to execute and
          deliver to, or upon the written order of, the person or persons stated
          in such order a Receipt or Receipts for the number of American
          Depositary Shares representing the Shares so deposited, (D) evidence
          satisfactory to the Depositary (which may include an opinion of


                                        6

<PAGE>

          counsel reasonably satisfactory to the Depositary provided at the cost
          of the person seeking to deposit Shares) that all conditions to such
          deposit have been met and all necessary approvals have been granted
          by, and there has been compliance with the rules and regulations of,
          any applicable governmental agency in the Republic of the Philippines,
          and (E) if the Depositary so requires, (i) an agreement, assignment or
          instrument satisfactory to the Depositary or the Custodian which
          provides for the prompt transfer by any person in whose name the
          Shares are or have been recorded to the Custodian of any distribution,
          or right to subscribe for additional Shares or to receive other
          property in respect of any such deposited Shares or, in lieu thereof,
          such indemnity or other agreement as shall be satisfactory to the
          Depositary or the Custodian and (ii) if the Shares are registered in
          the name of the person on whose behalf they are presented for deposit,
          a proxy or proxies entitling the Custodian to exercise voting rights
          in respect of the Shares for any and all purposes until the Shares so
          deposited are registered in the name of the Depositary, the Custodian
          or any nominee. No Share shall be accepted for deposit unless
          accompanied by confirmation or such additional evidence, if any is
          required by the Depositary, that is reasonably satisfactory to the
          Depositary or the Custodian that all conditions to such deposit have
          been satisfied by the person depositing such Shares under the laws and
          regulations of the Republic of the Philippines and any necessary
          approval has been granted by any governmental body in the Republic of
          the Philippines, if any, which is then performing the function of the
          regulator of currency exchange. The Depositary may issue Receipts
          against evidence of rights to receive Shares from the Company, any
          agent of the Company or any custodian, registrar, transfer agent,
          clearing agency or other entity involved in ownership or transaction
          records in respect of the Shares. Without limitation of the foregoing,
          the Depositary shall not knowingly accept for deposit under this
          Deposit Agreement any Shares required to be registered under the
          provisions of the Securities Act of 1933, unless a registration
          statement is in effect as to such Shares. The Depositary will use
          commercially reasonable efforts to comply with reasonable written
          instructions of the Company that the Depositary shall not accept for
          deposit hereunder any Shares specifically identified in such
          instructions at such times and under such circumstances as may
          reasonably be specified in such instructions in order to facilitate
          the Company's compliance with the securities laws in the United
          States.

     (b)  As soon as practicable after receipt of any permitted deposit
          hereunder and compliance with the provisions of this Deposit
          Agreement, the Custodian shall present the Shares so deposited,
          together with the appropriate instrument or instruments of transfer or
          endorsement, duly stamped, to the Foreign Registrar for transfer and
          registration of the Shares (as soon as transfer and registration can
          be accomplished and at the expense of the person for whom the deposit
          is made) in the name of the Depositary, the Custodian or a nominee of
          either. Deposited Securities shall be held by the Depositary or by a
          Custodian for the account and to the order of the Depositary or a
          nominee, in each case for the account of the Holders and Beneficial
          Owners, at such place or places as the Depositary or the Custodian
          shall determine.


                                        7

<PAGE>

     (c)  In the event any Shares are deposited which entitle the holders
          thereof to receive a per-share distribution or other entitlement in an
          amount different from the Shares then on deposit, the Depositary is
          authorized to take any and all actions as may be necessary (including,
          without limitation, making the necessary notations on Receipts) to
          give effect to the issuance of such ADSs and to ensure that such ADSs
          are not fungible with other ADSs issued hereunder until such time as
          the entitlement of the Shares represented by such non-fungible ADSs
          equals that of the Shares represented by ADSs prior to the original
          such deposit. The Company agrees to give timely written notice to the
          Depositary if any Shares issued or to be issued contain rights
          different from those of any other Shares theretofore issued and shall
          assist the Depositary with the establishment of procedures enabling
          the identification of such non-fungible Shares upon Delivery to the
          Custodian.

2.4  EXECUTION AND DELIVERY OF RECEIPTS

     After the deposit of any Shares pursuant to Section 2.2, the Custodian
     shall notify the Depositary of such deposit and the person or persons to
     whom or upon whose written order a Receipt or Receipts are deliverable in
     respect thereof and the number of American Depositary Shares to be
     evidenced thereby. Such notification shall be made by letter, first class
     airmail postage prepaid, or, at the request, risk and expense of the person
     making the deposit, by cable, telex, SWIFT, facsimile or electronic
     transmission. After receiving such notice from the Custodian, the
     Depositary, subject to this Deposit Agreement (including, without
     limitation, the payment of the fees, expenses, taxes and other charges
     owing hereunder), shall issue the ADSs representing the Shares so deposited
     to or upon the order of the person or persons named in the notice delivered
     to the Depositary and shall execute and deliver a Receipt registered in the
     name or names requested by such person or persons evidencing in the
     aggregate the number of American Depositary Shares to which such person or
     persons are entitled. Nothing herein shall prohibit any Pre-Release
     Transaction, as defined in Section 2.10 hereof, upon the terms set forth in
     this Deposit Agreement.

2.5  TRANSFER OF RECEIPTS; COMBINATION AND SPLIT-UP OF RECEIPTS.

     (a)  Transfer

          The Depositary, or, if a Registrar (other than the Depositary) for the
          Receipts shall have been appointed, the Registrar, subject to the
          terms and conditions of this Deposit Agreement, shall register
          transfers of Receipts on its books, upon surrender at the Principal
          Office of the Depositary of a Receipt by the Holder thereof in person
          or by duly authorized attorney, properly endorsed in the case of a
          certificated Receipt or accompanied by, or in the case of DRS/Profile
          Receipts receipt by the Depositary of, proper instruments of transfer
          (including signature guarantees in accordance with standard industry
          practice) and duly stamped as may be required by the laws of the State
          of New York and of the United States and any other applicable law.
          Subject to the terms and conditions of this Deposit Agreement,
          including payment of the applicable fees and charges of the Depositary
          set forth in Section 5.9 and Exhibit B hereto, the Depositary shall
          execute a new Receipt or Receipts and deliver the same to or upon the
          order of the person entitled thereto evidencing the same


                                        8

<PAGE>

          aggregate number of American Depositary Shares as those evidenced by
          the Receipts surrendered.

     (b)  Combination & Split Up

          The Depositary, subject to the terms and conditions of this Deposit
          Agreement shall, upon surrender of a Receipt or Receipts for the
          purpose of effecting a split-up or combination of such Receipt or
          Receipts and upon payment to the Depositary of the applicable fees and
          charges set forth in Section 5.9 and Exhibit B hereto, execute and
          deliver a new Receipt or Receipts for any authorized number of
          American Depositary Shares requested, evidencing the same aggregate
          number of American Depositary Shares as the Receipt or Receipts
          surrendered.

     (c)  Co-Transfer Agents

          The Depositary may appoint one or more co-transfer agents for the
          purpose of effecting transfers, combinations and split-ups of Receipts
          at designated transfer offices on behalf of the Depositary. In
          carrying out its functions, a co-transfer agent may require evidence
          of authority and compliance with applicable laws and other
          requirements by Holders or persons entitled to such Receipts and will
          be entitled to protection and indemnity, in each case to the same
          extent as the Depositary. Such co-transfer agents may be removed and
          substitutes appointed by the Depositary. Each co-transfer agent
          appointed under this Section 2.5 (other than the Depositary) shall
          give notice in writing to the Depositary accepting such appointment
          and agreeing to be bound by the applicable terms of this Deposit
          Agreement.

     (d)  At the request of a Holder, the Depositary shall, for the purpose of
          substituting a certificated Receipt with a Receipt issued through
          DRS/Profile, or vice versa, execute and deliver a certificated Receipt
          or DRS/Profile statement, as the case may be, for any authorized
          number of American Depositary Shares requested, evidencing the same
          aggregate number of American Depositary Shares as those evidenced by
          the certificated Receipt or DRS/Profile statement, as the case may be,
          substituted.

2.6  SURRENDER OF RECEIPTS AND WITHDRAWAL OF DEPOSITED SECURITIES

     Upon surrender, at the Principal Office of the Depositary, of American
     Depositary Shares for the purpose of withdrawal of the Deposited Securities
     represented thereby, and upon payment of (i) the fees and charges of the
     Depositary for the making of withdrawals of Deposited Securities and
     cancellation of Receipts (as set forth in Section 5.9 and Exhibit B hereof)
     and (ii) all applicable taxes and governmental charges payable in
     connection with such surrender and withdrawal, and subject to the terms and
     conditions of this Deposit Agreement, the Company's Articles of
     Incorporation and Bylaws, Section 7.9 hereof and any other provisions of or
     governing the Deposited Securities and other applicable laws, the Holder of
     such American Depositary Shares shall be entitled to Delivery, to him or
     upon his order, of the Deposited Securities at the time represented by the
     American Depositary Shares so surrendered. American Depositary Shares may
     be surrendered for the purpose of withdrawing Deposited Securities by
     delivery of a Receipt evidencing such American


                                        9

<PAGE>

     Depositary Shares (if held in certificated form) or by book-entry delivery
     of such American Depositary Shares to the Depositary.

     A Receipt surrendered for such purposes shall, if so required by the
     Depositary, be properly endorsed in blank or accompanied by proper
     instruments of transfer in blank, and if the Depositary so requires, the
     Holder thereof shall execute and deliver to the Depositary a written order
     directing the Depositary to cause the Deposited Securities being withdrawn
     to be Delivered to or upon the written order of a person or persons
     designated in such order. Thereupon, the Depositary shall direct the
     Custodian to Deliver (without unreasonable delay) at the designated office
     of the Custodian or through a book entry delivery of the Shares (in either
     case, subject to Sections 2.7, 3.1, 3.2, 5.9, and to the other terms and
     conditions of this Deposit Agreement, to the Company's Articles of
     Incorporation and Bylaws, to the provisions of or governing the Deposited
     Securities and to applicable laws, now or hereafter in effect) to or upon
     the written order of the person or persons designated in the order
     delivered to the Depositary as provided above, the Deposited Securities
     represented by such American Depositary Shares, together with any
     certificate or other proper documents of or relating to title of the
     Deposited Securities as may be legally required, as the case may be, to or
     for the account of such person.

     The Depositary may, in its discretion, refuse to accept for surrender a
     number of American Depositary Shares representing a number other than a
     whole number of Shares. In the case of surrender of a Receipt evidencing a
     number of American Depositary Shares representing other than a whole number
     of Shares, the Depositary shall cause ownership of the appropriate whole
     number of Shares to be Delivered in accordance with the terms hereof, and
     shall, at the discretion of the Depositary, either (i) issue and deliver to
     the person surrendering such Receipt a new Receipt evidencing American
     Depositary Shares representing any remaining fractional Share, or (ii) sell
     or cause to be sold the fractional Shares represented by the Receipt
     surrendered and remit the proceeds of such sale (net of (a) applicable fees
     and charges of, and expenses incurred by, the Depositary and (b) taxes
     withheld) to the person surrendering the Receipt.

     At the request, risk and expense of any Holder so surrendering a Receipt,
     and for the account of such Holder, the Depositary shall direct the
     Custodian to forward (to the extent permitted by law) any cash or other
     property (other than securities) held in respect of, and any certificate or
     certificates and other proper documents of or relating to title to, the
     Deposited Securities represented by such Receipt to the Depositary for
     delivery at the Principal Office of the Depositary, and for further
     delivery to such Holder. Such direction shall be given by letter or, at the
     request, risk and expense of such Holder, by cable, telex or facsimile
     transmission. Upon receipt by the Depositary, the Depositary may make
     delivery to such person or persons entitled thereto at the Principal Office
     of the Depositary of any dividends or cash distributions with respect to
     the Deposited Securities represented by such American Depositary Shares, or
     of any proceeds of sale of any dividends, distributions or rights, which
     may at the time be held by the Depositary.


                                       10

<PAGE>

2.7  LIMITATIONS ON EXECUTION AND DELIVERY, TRANSFER, ETC. OF RECEIPTS;
     SUSPENSION OF DELIVERY, TRANSFER, ETC

     (a)  Additional Requirements

          As a condition precedent to the execution and delivery, registration,
          registration of transfer, split-up, combination or surrender of any
          Receipt, the delivery of any distribution thereon or withdrawal of any
          Deposited Securities, the Depositary or the Custodian may require (i)
          payment from the depositor of Shares or presenter of the Receipt of a
          sum sufficient to reimburse it for any tax or other governmental
          charge and any stock transfer or registration fee with respect thereto
          (including any such tax or charge and fee with respect to Shares being
          deposited or withdrawn) and payment of any applicable fees and charges
          of the Depositary as provided in Section 5.9 and Exhibit B hereof,
          (ii) the production of proof satisfactory to it as to the identity and
          genuineness of any signature or any other matter contemplated by
          Section 3.1 hereof and (iii) compliance with (A) any laws or
          governmental regulations relating to the execution and delivery of
          Receipts or American Depositary Shares or to the withdrawal or
          delivery of Deposited Securities and (B) such reasonable regulations
          as the Depositary may establish consistent with the provisions of this
          Deposit Agreement and applicable law.

     (b)  Additional Limitations

          The issuance of ADSs against deposits of Shares generally or against
          deposits of particular Shares may be suspended, or the issuance of
          ADSs against the deposit of particular Shares may be withheld, or the
          registration of transfer of Receipts in particular instances may be
          refused, or the registration of transfers of Receipts generally may be
          suspended, during any period when the transfer books of the Depositary
          are closed or if any such action is deemed necessary or advisable by
          the Depositary or the Company, in good faith, at any time or from time
          to time because of any requirement of law, any government or
          governmental body or commission or any securities exchange on which
          the Receipts or Shares are listed, or under any provision of this
          Deposit Agreement or provisions of, or governing, the Deposited
          Securities, or any meeting of shareholders of the Company or for any
          other reason, subject, in all cases, to Section 7.9.

2.8  LOST RECEIPTS, ETC.

     In case any Receipt shall be mutilated, destroyed, lost or stolen, unless
     the Depositary has notice that such ADR has been acquired by a bona fide
     purchaser, subject to Section 5.9 hereof, the Depositary shall execute and
     deliver a new Receipt (which, in the discretion of the Depositary may be
     issued through DRS/Profile unless specifically requested otherwise) in
     exchange and substitution for such mutilated Receipt upon cancellation
     thereof, or in lieu of and in substitution for such destroyed, lost or
     stolen Receipt. Before the Depositary shall execute and deliver a new
     Receipt in substitution for a destroyed, lost or stolen Receipt, the Holder
     thereof shall have (a) filed with the Depositary (i) a request for such
     execution and delivery before the Depositary has notice that the Receipt
     has been acquired by a bona fide purchaser and


                                       11

<PAGE>

     (ii) a sufficient indemnity bond in form and amount acceptable to the
     Depositary and (b) satisfied any other reasonable requirements imposed by
     the Depositary.

2.9  CANCELLATION AND DESTRUCTION OF SURRENDERED RECEIPTS; MAINTENANCE OF
     RECORDS

     All Receipts surrendered to the Depositary shall be cancelled by the
     Depositary. The Depositary is authorized to destroy Receipts so cancelled
     in accordance with its customary practices. Cancelled Receipts shall not be
     entitled to any benefits under this Deposit Agreement or be valid or
     obligatory for any purpose.

2.10 PRE-RELEASE

     Subject to the further terms and provisions of this Section 2.10, the
     Depositary, its Affiliates and their agents, on their own behalf, may own
     and deal in any class of securities of the Company and its Affiliates and
     in ADSs. In its capacity as Depositary, the Depositary may (i) issue ADSs
     prior to the receipt of Shares (each such transaction a "PRE-RELEASE
     TRANSACTION") as provided below and (ii) deliver Shares upon the receipt
     and cancellation of ADSs that were issued in a Pre-Release Transaction, but
     for which Shares may not yet have been received. The Depositary may receive
     ADSs in lieu of Shares under (i) above and receive shares in lieu of ADSs
     under (ii) above. Each such Pre-Release Transaction will be (a) subject to
     a written agreement whereby the person or entity (the "APPLICANT") to whom
     ADSs or Shares are to be delivered (1) represents that at the time of the
     Pre-Release Transaction the Applicant or its customer owns the Shares or
     ADSs that are to be delivered by the Applicant under such Pre-Release
     Transaction, (2) agrees to indicate the Depositary as owner of such Shares
     or ADSs in its records and to hold such Shares or ADSs in trust for the
     Depositary until such Shares or ADSs are delivered to the Depositary or the
     Custodian, (3) unconditionally guarantees to deliver to the Depositary or
     the Custodian, as applicable, such Shares or ADSs, and (4) agrees to any
     additional restrictions or requirements that the Depositary deems
     appropriate, (b) at all times fully collateralized with cash, United States
     government securities or such other collateral as the Depositary deems
     appropriate, (c) terminable by the Depositary on not more than five (5)
     business days' notice and (d) subject to such further indemnities and
     credit regulations as the Depositary deems appropriate. The Depositary will
     normally limit the number of ADSs and Shares involved in such Pre-Release
     Transactions at any one time to thirty percent (30%) of the ADSs
     outstanding (without giving effect to ADSs outstanding under (i) above),
     provided, however, that the Depositary reserves the right to disregard such
     limit from time to time as it deems appropriate. The Depositary may also
     set limits with respect to the number of ADSs and Shares involved in
     Pre-Release Transactions with any one person on a case by case basis as it
     deems appropriate.

     The Depositary may retain for its own account any compensation received by
     it in conjunction with the foregoing. Collateral provided pursuant to (b)
     above, but not the earnings thereon, shall be held for the benefit of the
     Holders (other than the Applicant).


                                       12
<PAGE>

3.   CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF RECEIPTS

3.1  PROOFS, CERTIFICATES AND OTHER INFORMATION

     Any person presenting Shares for deposit, any Holder and any Beneficial
     Owner may be required, and every Holder and Beneficial Owner agrees, from
     time to time to provide to the Depositary or the Custodian such proof of
     citizenship or residence, taxpayer status, payment of all applicable taxes
     or other governmental charges, exchange control approval, legal or
     beneficial ownership of ADSs and Deposited Securities, compliance with
     applicable laws and the terms of this Deposit Agreement and the provisions
     of, or governing, the Deposited Securities or other information; to execute
     such certifications and to make such representations and warranties, and to
     provide such other information and documentation as the Depositary may deem
     necessary or proper or as the Company may reasonably require by written
     request to the Depositary consistent with its obligations hereunder. The
     Depositary and the Registrar, as applicable, may withhold the execution or
     delivery or registration of transfer of any Receipt or the distribution or
     sale of any dividend or distribution of rights or of the proceeds thereof,
     or to the extent not limited by the terms of Section 7.9 hereof, the
     delivery of any Deposited Securities, until such proof or other information
     is filed or such certifications are executed, or such representations and
     warranties are made, or such other documentation or information provided,
     in each case to the Depositary's and the Company's satisfaction. The
     Depositary shall from time to time on the written request advise the
     Company of the availability of any such proofs, certificates or other
     information and shall, at the Company's sole expense, provide or otherwise
     make available copies thereof to the Company upon written request thereof
     by the Company, unless such disclosure is prohibited by law. Each Holder
     and Beneficial Owner agrees to provide any information requested by the
     Company or the Depositary pursuant to this paragraph. Nothing herein shall
     obligate the Depositary to (i) obtain any information for the Company if
     not provided by the Holders or Beneficial Owners or (ii) verify or vouch
     for the accuracy of the information so provided by the Holders or
     Beneficial Owners.

3.2  LIABILITY FOR TAXES AND OTHER CHARGES

     If any present or future tax or other governmental charge shall become
     payable by the Depositary or the Custodian with respect to any ADR or any
     Deposited Securities or American Depositary Shares, such tax or other
     governmental charge shall be payable by the Holders and Beneficial Owners
     to the Depositary and such Holders and Beneficial Owners shall be deemed
     liable therefor. The Company, the Custodian and/or the Depositary may
     withhold or deduct from any distributions made in respect of Deposited
     Securities and may sell for the account of a Holder and/or Beneficial Owner
     any or all of the Deposited Securities and apply such distributions and
     sale proceeds in payment of such taxes (including applicable interest and
     penalties) or charges, with the Holder and the Beneficial Owner remaining
     fully liable for any deficiency. In addition to any other remedies
     available to it, the Depositary and the Custodian may refuse the deposit of
     Shares, and the Depositary may refuse to issue ADSs, to deliver ADRs,
     register the transfer, split-up or combination of ADRs and (subject to
     Section 7.9) the withdrawal of Deposited Securities, until payment in full
     of such tax, charge, penalty or interest is received. Every Holder and
     Beneficial Owner agrees to indemnify the Depositary, the Company, the
     Custodian, and each of


                                       13

<PAGE>

     their respective agents, officers, directors, employees and Affiliates for,
     and to hold each of them harmless from, any claims with respect to taxes
     (including applicable interest and penalties thereon) arising from any tax
     benefit obtained for such Holder and/or Beneficial Owner. The obligations
     of Holders and Beneficial Owners of Receipts under this Section 3.2 shall
     survive any transfer of Receipts, any surrender of Receipts and withdrawal
     of Deposited Securities, or the termination of this Deposit Agreement.

3.3  REPRESENTATIONS AND WARRANTIES ON DEPOSIT OF SHARES

     Each person depositing Shares under the Deposit Agreement shall be deemed
     thereby to represent and warrant that (i) such Shares and the certificates
     therefor are duly authorized, validly issued, fully paid, non-assessable
     and were legally obtained by such person, (ii) all pre-emptive (and
     similar) rights, if any, with respect to such Shares have been validly
     waived or exercised, (iii) the person making such deposit is duly
     authorized so to do, (iv) the Shares presented for deposit are free and
     clear of any lien, encumbrance, security interest, charge, mortgage or
     adverse claim, and are not, and the American Depositary Shares issuable
     upon such deposit will not be, Restricted Securities and (v) the Shares
     presented for deposit have not been stripped of any rights or entitlements.
     Such representations and warranties shall survive the deposit and
     withdrawal of Shares, the issuance and cancellation of American Depositary
     Shares in respect thereof and the transfer of such American Depositary
     Shares. If any such representations or warranties are false in any way, the
     Company and the Depositary shall be authorized, at the cost and expense of
     the person depositing Shares, to take any and all actions necessary to
     correct the consequences thereof.

3.4  COMPLIANCE WITH INFORMATION REQUESTS

     Notwithstanding any other provision of this Deposit Agreement, the Articles
     of Incorporation and Bylaws of the Company and applicable law, each Holder
     and Beneficial Owner agrees to (a) provide such information as the Company
     or the Depositary may request pursuant to applicable law (including,
     without limitation, relevant laws of the Republic of the Philippines and
     any applicable law of the United States), the Articles of Incorporation and
     Bylaws of the Company, any resolutions of the Company's Board of Directors
     adopted pursuant to such Articles of Incorporation and Bylaws, the
     requirements of any markets or exchanges upon which the Shares, ADSs or
     Receipts are listed or traded, or to any requirements of any electronic
     book-entry system by which the ADSs or Receipts may be transferred, and (b)
     be bound by and subject to applicable provisions of the laws of the
     Republic of the Philippines, the Articles of Incorporation and Bylaws of
     the Company and the requirements of any markets or exchanges upon which the
     ADSs, Receipts or Shares are listed or traded, or pursuant to any
     requirements of any electronic book-entry system by which the ADSs,
     Receipts or Shares may be transferred, to the same extent as if such Holder
     and Beneficial Owner held Shares directly, in each case irrespective of
     whether or not they are Holders or Beneficial Owners at the time such
     request is made. The Depositary agrees to use its reasonable efforts to
     forward upon the request of the Company, and at the Company's expense, any
     such request from the Company to the Holders and to forward to the Company
     any such responses to such requests received by the Depositary.


                                       14

<PAGE>

4.   THE DEPOSITED SECURITIES

4.1  CASH DISTRIBUTIONS

     Whenever the Depositary receives confirmation from the Custodian of receipt
     of any cash dividend or other cash distribution on any Deposited
     Securities, or receives proceeds from the sale of any Shares, rights,
     securities or other entitlements under the terms hereof, the Depositary
     will, if at the time of receipt thereof any amounts received in a foreign
     currency can in the judgment of the Depositary (pursuant to Section 4.6
     hereof) be converted on a practicable basis into Dollars transferable to
     the United States, promptly convert or cause to be converted such cash
     dividend, distribution or proceeds into Dollars (on the terms described in
     Section 4.6) and will distribute promptly the amount thus received (net of
     (a) the applicable fees and charges of, and expenses incurred by, the
     Depositary and (b) taxes withheld) to the Holders of record as of the ADS
     Record Date in proportion to the number of American Depositary Shares held
     by such Holders respectively as of the ADS Record Date. The Depositary
     shall distribute only such amount, however, as can be distributed without
     attributing to any Holder a fraction of one cent. Any such fractional
     amounts shall be rounded to the nearest whole cent and so distributed to
     Holders entitled thereto. Holders and Beneficial Owners understand that in
     converting Foreign Currency, amounts received on conversion are calculated
     at a rate which exceeds three or four decimal places (the number of decimal
     places used by the Depositary to report distribution rates). The excess
     amount may be retained by the Depositary as an additional cost of
     conversion, irrespective of any other fees and expenses payable or owing
     hereunder and shall not be subject to escheatment. If the Company, the
     Custodian or the Depositary is required to withhold and does withhold from
     any cash dividend or other cash distribution in respect of any Deposited
     Securities an amount on account of taxes, duties or other governmental
     charges, the amount distributed to Holders on the American Depositary
     Shares representing such Deposited Securities shall be reduced accordingly.
     Such withheld amounts shall be forwarded by the Company, the Custodian or
     the Depositary to the relevant governmental authority. Evidence of payment
     thereof by the Company shall be forwarded by the Company to the Depositary
     upon request. The Depositary will forward to the Company or its agent such
     information from its records as the Company may reasonably request to
     enable the Company or its agent to file necessary reports with governmental
     agencies, such reports necessary to obtain benefits under the applicable
     tax treaties for the Holders and Beneficial Owners of Receipts.

4.2  DISTRIBUTION IN SHARES

     If any distribution upon any Deposited Securities consists of a dividend
     in, or free distribution of, Shares, the Company shall cause such Shares to
     be deposited with the Custodian and registered, as the case may be, in the
     name of the Depositary, the Custodian or any of their nominees. Upon
     receipt of confirmation of such deposit from the Custodian, the Depositary
     shall establish the ADS Record Date upon the terms described in Section 4.7
     and shall, subject to Section 5.9 hereof, either (i) distribute to the
     Holders as of the ADS Record Date in proportion to the number of American
     Depositary Shares held as of the ADS Record Date, additional American
     Depositary Shares, which represent in the aggregate the number of Shares
     received as such dividend, or free distribution, subject to the other terms
     of this Deposit Agreement (including, without limitation, (a) the
     applicable fees and charges of, and


                                       15

<PAGE>

     expenses incurred by, the Depositary and (b) taxes), or (ii) if additional
     American Depositary Shares are not so distributed, each American Depositary
     Share issued and outstanding after the ADS Record Date shall, to the extent
     permissible by law, thenceforth also represent rights and interests in the
     additional Shares distributed upon the Deposited Securities represented
     thereby (net of (a) the applicable fees and charges of, and expenses
     incurred by, the Depositary and (b) taxes). In lieu of delivering
     fractional American Depositary Shares, the Depositary shall sell the number
     of Shares represented by the aggregate of such fractions and distribute the
     proceeds upon the terms described in Section 4.1. The Depositary may
     withhold any such distribution of Receipts if it has not received
     satisfactory assurances from the Company (including an opinion of counsel
     to the Company furnished at the expense of the Company) that such
     distribution does not require registration under the Securities Act or is
     exempt from registration under the provisions of the Securities Act. To the
     extent such distribution may be withheld, the Depositary may dispose of all
     or a portion of such distribution in such amounts and in such manner,
     including by public or private sale, as the Depositary deems necessary and
     practicable, and the Depositary shall distribute the net proceeds of any
     such sale (after deduction of applicable (a) taxes and (b) fees and charges
     of, and expenses incurred by, the Depositary) to Holders entitled thereto
     upon the terms described in Section 4.1.

4.3  ELECTIVE DISTRIBUTIONS IN CASH OR SHARES

     Whenever the Company intends to distribute a dividend payable at the
     election of the holders of Shares in cash or in additional Shares, the
     Company shall give notice thereof to the Depositary at least 30 days prior
     to the proposed distribution stating whether or not it wishes such elective
     distribution to be made available to Holders of ADSs. Upon receipt of
     notice indicating that the Company wishes such elective distribution to be
     made available to Holders of ADSs, the Depositary shall consult with the
     Company to determine, and the Company shall assist the Depositary in its
     determination, whether it is lawful and reasonably practicable to make such
     elective distribution available to the Holders of ADSs. The Depositary
     shall make such elective distribution available to Holders only if (i) the
     Company shall have timely requested that the elective distribution is
     available to Holders of ADRs, (ii) the Depositary shall have determined
     that such distribution is reasonably practicable and (iii) the Depositary
     shall have received satisfactory documentation within the terms of Section
     5.7. If the above conditions are not satisfied, the Depositary shall, to
     the extent permitted by law, distribute to the Holders, on the basis of the
     same determination as is made in the local market in respect of the Shares
     for which no election is made, either (x) cash upon the terms described in
     Section 4.1 or (y) additional ADSs representing such additional Shares upon
     the terms described in Section 4.2. If the above conditions are satisfied,
     the Depositary shall establish an ADS Record Date (on the terms described
     in Section 4.7) and establish procedures to enable Holders to elect the
     receipt of the proposed dividend in cash or in additional ADSs. The Company
     shall assist the Depositary in establishing such procedures to the extent
     necessary. Subject to Section 5.9 hereof, if a Holder elects to receive the
     proposed dividend (x) in cash, the dividend shall be distributed upon the
     terms described in Section 4.1, or (y) in ADSs, the dividend shall be
     distributed upon the terms described in Section 4.2. Nothing herein shall
     obligate the Depositary to make available to Holders a method to receive
     the elective dividend in Shares (rather than ADSs). There can be no
     assurance that Holders generally, or any Holder in particular,


                                       16

<PAGE>

     will be given the opportunity to receive elective distributions on the same
     terms and conditions as the holders of Shares.

4.4  DISTRIBUTION OF RIGHTS TO PURCHASE SHARES

     (a)  Distribution to ADS Holders

          Whenever the Company intends to distribute to the holders of the
          Deposited Securities rights to subscribe for additional Shares, the
          Company shall give notice thereof to the Depositary at least 60 days
          prior to the proposed distribution stating whether or not it wishes
          such rights to be made available to Holders of ADSs. Upon receipt of a
          notice indicating that the Company wishes such rights to be made
          available to Holders of ADSs, the Depositary shall consult with the
          Company to determine, and the Company shall determine, whether it is
          lawful and reasonably practicable to make such rights available to the
          Holders. The Depositary shall make such rights available to Holders
          only if (i) the Company shall have timely requested that such rights
          be made available to Holders, (ii) the Depositary shall have received
          satisfactory documentation within the terms of Section 5.7, and (iii)
          the Depositary shall have determined that such distribution of rights
          is lawful and reasonably practicable. In the event any of the
          conditions set forth above are not satisfied, the Depositary shall
          proceed with the sale of the rights as contemplated in Section 4.4(b)
          below or, if timing or market conditions may not permit, do nothing
          thereby allowing such rights to lapse. In the event all conditions set
          forth above are satisfied, the Depositary shall establish an ADS
          Record Date (upon the terms described in Section 4.7) and establish
          procedures (x) to distribute such rights (by means of warrants or
          otherwise) and (y) to enable the Holders to exercise the rights (upon
          payment of applicable (a) fees and charges of, and expenses incurred
          by, the Depositary and (b) taxes and other governmental charges).
          Nothing herein shall obligate the Depositary to make available to the
          Holders a method to exercise such rights to subscribe for Shares
          (rather than ADSs).

     (b)  Sale of Rights

          If (i) the Company does not timely request the Depositary to make the
          rights available to Holders or requests that the rights not be made
          available to Holders, (ii) the Depositary fails to receive
          satisfactory documentation within the terms of Section 5.7 or
          determines it is not lawful or reasonably practicable to make the
          rights available to Holders, or (iii) any rights made available are
          not exercised and appear to be about to lapse, the Depositary shall
          determine whether it is lawful and reasonably practicable to sell such
          rights, in a riskless principal capacity or otherwise, at such place
          and upon such terms (including public or private sale) as it may deem
          proper. The Company shall assist the Depositary to the extent
          necessary to determine such legality and practicability. The
          Depositary shall, upon such sale, convert and distribute proceeds of
          such sale (net of applicable (a) fees and charges of, and expenses
          incurred by, the Depositary and (b) taxes) upon the terms set forth in
          Section 4.1.


                                       17

<PAGE>

     (c)  Lapse of Rights

          If the Depositary is unable to make any rights available to Holders
          upon the terms described in Section 4.4(a) or to arrange for the sale
          of the rights upon the terms described in Section 4.4(b), the
          Depositary shall allow such rights to lapse.

     The Depositary shall not be responsible for (i) any failure to determine
     that it may be lawful or practicable to make such rights available to
     Holders in general or any Holders in particular, (ii) any foreign exchange
     exposure or loss incurred in connection with such sale, or exercise, or
     (iii) the content of any materials forwarded to the Holders on behalf of
     the Company in connection with the rights distribution.

     Notwithstanding anything to the contrary in this Section 4.4, if
     registration (under the Securities Act or any other applicable law) of the
     rights or the securities to which any rights relate may be required in
     order for the Company to offer such rights or such securities to Holders
     and to sell the securities represented by such rights, the Depositary will
     not distribute such rights to the Holders (i) unless and until a
     registration statement under the Securities Act covering such offering is
     in effect or (ii) unless the Company furnishes at its expense the
     Depositary with opinion(s) of counsel for the Company in the United States
     and counsel to the Company in any other applicable country in which rights
     would be distributed, in each case satisfactory to the Depositary, to the
     effect that the offering and sale of such securities to Holders and
     Beneficial Owners are exempt from, or do not require registration under,
     the provisions of the Securities Act or any other applicable laws. In the
     event that the Company, the Depositary or the Custodian shall be required
     to withhold and does withhold from any distribution of property (including
     rights) an amount on account of taxes or other governmental charges, the
     amount distributed to the Holders shall be reduced accordingly. In the
     event that the Depositary determines that any distribution in property
     (including Shares and rights to subscribe therefor) is subject to any tax
     or other governmental charges which the Depositary is obligated to
     withhold, the Depositary may dispose of all or a portion of such property
     (including Shares and rights to subscribe therefor) in such amounts and in
     such manner, including by public or private sale, as the Depositary deems
     necessary and practicable to pay any such taxes or charges.

     There can be no assurance that Holders generally, or any Holder in
     particular, will be given the opportunity to exercise rights on the same
     terms and conditions as the holders of Shares or be able to exercise such
     rights. Nothing herein shall obligate the Company to file any registration
     statement in respect of any rights or Shares or other securities to be
     acquired upon the exercise of such rights.

4.5  DISTRIBUTIONS OTHER THAN CASH, SHARES OR RIGHTS TO PURCHASE SHARES

     (a)  Whenever the Company intends to distribute to the holders of Deposited
          Securities property other than cash, Shares or rights to purchase
          additional Shares, the Company shall give notice thereof to the
          Depositary at least 30 days prior to the proposed distribution and
          shall indicate whether or not it wishes such distribution to be made
          to Holders of ADSs. Upon receipt of a notice indicating that the
          Company wishes such distribution be made to Holders of ADSs, the
          Depositary shall determine whether such distribution to


                                       18

<PAGE>

          Holders is lawful and practicable. The Depositary shall not make such
          distribution unless (i) the Company shall have timely requested the
          Depositary to make such distribution to Holders, (ii) the Depositary
          shall have received satisfactory documentation within the terms of
          Section 5.7, and (iii) the Depositary shall have determined that such
          distribution is reasonably practicable.

     (b)  Upon receipt of satisfactory documentation and the request of the
          Company to distribute property to Holders of ADSs and after making the
          requisite determinations set forth in (a) above, the Depositary may
          distribute the property so received to the Holders of record as of the
          ADS Record Date, in proportion to the number of ADSs held by such
          Holders respectively and in such manner as the Depositary may deem
          practicable for accomplishing such distribution (i) upon receipt of
          payment or net of the applicable fees and charges of, and expenses
          incurred by, the Depositary, and (ii) net of any taxes and other
          governmental charges withheld. The Depositary may dispose of all or a
          portion of the property so distributed and deposited, in such amounts
          and in such manner (including public or private sale) as the
          Depositary may deem practicable or necessary to satisfy any taxes
          (including applicable interest and penalties) or other governmental
          charges applicable to the distribution.

     (c)  If (i) the Company does not request the Depositary to make such
          distribution to Holders or requests not to make such distribution to
          Holders, (ii) the Depositary does not receive satisfactory
          documentation within the terms of Section 5.7, or (iii) the Depositary
          determines that all or a portion of such distribution is not
          reasonably practicable or feasible, the Depositary shall endeavour to
          sell or cause such property to be sold in a public or private sale, at
          such place or places and upon such terms as it may deem proper and
          shall distribute the net proceeds, if any, of such sale received by
          the Depositary (net of applicable (a) fees and charges of, and
          expenses incurred by, the Depositary and (b) taxes) to the Holders as
          of the ADS Record Date upon the terms of Section 4.1. If the
          Depositary is unable to sell such property, the Depositary may dispose
          of such property in any way it deems reasonably practicable under the
          circumstances for nominal or no consideration and Holders and
          Beneficial Owners shall have no rights thereto or arising therefrom.

4.6  CONVERSION OF FOREIGN CURRENCY

     Whenever the Depositary or the Custodian shall receive Foreign Currency, by
     way of dividends or other distributions or the net proceeds from the sale
     of securities, property or rights, and in the judgment of the Depositary
     such Foreign Currency can at such time be converted on a practicable basis
     (by sale or in any other manner that it may determine in accordance with
     applicable law) into Dollars transferable to the United States and
     distributable to the Holders entitled thereto, the Depositary shall convert
     or cause to be converted, by sale or in any other manner that it may
     determine, such Foreign Currency into Dollars, and shall distribute such
     Dollars (net of any fees, expenses, taxes or other governmental charges
     incurred in the process of such conversion) in accordance with the terms of
     the applicable sections of this Deposit Agreement. If the Depositary shall
     have distributed warrants or other instruments that entitle the holders
     thereof to such Dollars, the Depositary shall distribute such Dollars to
     the holders of such warrants and/or instruments upon


                                       19

<PAGE>

     surrender thereof for cancellation, in either case without liability for
     interest thereon. Such distribution may be made upon an averaged or other
     practicable basis without regard to any distinctions among Holders on
     account of exchange restrictions, the date of delivery of any Receipt or
     otherwise.

     Holders understand that in converting Foreign Currency, amounts received on
     conversion are calculated at a rate which may exceed the number of decimal
     places used by the Depositary to report distribution rates (which in any
     case will not be less than two decimal places). Any excess amount may be
     retained by the Depositary as an additional cost of conversion,
     irrespective of any other fees and expenses payable or owing hereunder and
     shall not be subject to escheatment.

     If such conversion or distribution can be effected only with the approval
     or license of any government or agency thereof, the Depositary may file
     such application for approval or license, if any, as it may deem necessary,
     practicable and at nominal cost and expense. Nothing herein shall obligate
     the Depositary to file or cause to be filed, or to seek effectiveness of
     any such application or license.

     If at any time the Depositary shall determine that in its judgment the
     conversion of any Foreign Currency and the transfer and distribution of
     proceeds of such conversion received by the Depositary is not practical or
     lawful, or if any approval or license of any governmental authority or
     agency thereof that is required for such conversion, transfer and
     distribution is denied, or not obtainable at a reasonable cost, within a
     reasonable period or otherwise sought, the Depositary shall, in its sole
     discretion but subject to applicable laws and regulations, either (i)
     distribute the foreign currency (or an appropriate document evidencing the
     right to receive such foreign currency) received by the Depositary to the
     Holders entitled to receive such foreign currency, or (ii) hold such
     foreign currency uninvested and without liability for interest thereon for
     the respective accounts of the Holders entitled to receive the same.

4.7  FIXING OF RECORD DATE

     Whenever necessary in connection with any distribution (whether in cash,
     Shares, rights, or other distribution), or whenever for any reason the
     Depositary causes a change in the number of Shares that are represented by
     each American Depositary Share, or whenever the Depositary shall receive
     notice of any meeting of or solicitation of holders of Shares or other
     Deposited Securities, or whenever the Depositary shall find it necessary or
     convenient, the Depositary shall fix a record date (the "ADS RECORD DATE"),
     as close as practicable to the record date fixed by the Company with
     respect to the Shares, for the determination of the Holders who shall be
     entitled to receive such distribution, to give instructions for the
     exercise of voting rights at any such meeting, or to give or withhold such
     consent, or to receive such notice or solicitation or to otherwise take
     action, or to exercise the rights of Holders with respect to such changed
     number of Shares represented by each American Depositary Share. Subject to
     applicable law and the provisions of Section 4.1 through 4.6 and to the
     other terms and conditions of this Deposit Agreement, only the Holders of
     record at the close of business in New York on such ADS Record Date shall
     be entitled to receive such distribution, to give such voting instructions,
     to receive such notice or solicitation, or otherwise take action.


                                       20

<PAGE>

4.8  VOTING OF DEPOSITED SECURITIES

     Subject to the next sentence, as soon as practicable after receipt of
     notice of any meeting at which the holders of Shares are entitled to vote,
     or of solicitation of consents or proxies from holders of Shares or other
     Deposited Securities, the Depositary shall fix the ADS Record Date in
     respect of such meeting or solicitation of consent or proxy. The Depositary
     shall, if requested by the Company in writing in a timely manner (the
     Depositary having no obligation to take any further action if the request
     shall not have been received by the Depositary at least 30 days prior to
     the date of such vote or meeting) and at the Company's expense and provided
     no U.S. legal prohibitions exist, mail by regular, ordinary mail delivery
     or otherwise distribute to Holders as of the ADS Record Date: (a) such
     notice of meeting or solicitation of consent or proxy; (b) a statement that
     the Holders at the close of business on the ADS Record Date will be
     entitled, subject to any applicable law, the Company's Articles of
     Incorporation and Bylaws and the provisions of or governing the Deposited
     Securities (which provisions, if any, shall be summarized in pertinent part
     by the Company), to instruct the Depositary as to the exercise of the
     voting rights, if any, pertaining to the Shares or other Deposited
     Securities represented by such Holder's American Depositary Shares; and (c)
     a brief statement as to the manner in which such instructions may be given.
     Voting instructions may be given only in respect of a number of American
     Depositary Shares representing an integral number of Shares or other
     Deposited Securities. Upon the timely receipt of written instructions of a
     Holder of American Depositary Shares on the ADS Record Date of voting
     instructions in the manner specified by the Depositary, the Depositary
     shall endeavour, insofar as practicable and permitted under applicable law,
     the provisions of this Deposit Agreement, the Company's Articles of
     Incorporation and Bylaws and the provisions of or governing the Deposited
     Securities, to vote or cause the Custodian to vote the Shares and/or other
     Deposited Securities (in person or by proxy) represented by American
     Depositary Shares evidenced by such Receipt in accordance with such voting
     instructions.

     Neither the Depositary nor the Custodian shall, under any circumstances
     exercise any discretion as to voting, and neither the Depositary nor the
     Custodian shall vote, attempt to exercise the right to vote, or in any way
     make use of for purposes of establishing a quorum or otherwise, the Shares
     or other Deposited Securities represented by American Depositary Shares
     except pursuant to and in accordance with such written instructions from
     Holders. Shares or other Deposited Securities represented by ADSs for which
     no specific voting instructions are received by the Depositary from the
     Holder shall not be voted.

     Notwithstanding the above, save for applicable provisions of Philippine
     law, and in accordance with the terms of Section 5.3, the Depositary shall
     not be liable for any failure to carry out any instructions to vote any of
     the Deposited Securities.

4.9  CHANGES AFFECTING DEPOSITED SECURITIES

     Upon any change in par value, split-up, cancellation, consolidation or any
     other reclassification of Deposited Securities, or upon any
     recapitalization, reorganization, merger or consolidation or sale of assets
     affecting the Company or to which it is otherwise a party, any securities
     which shall be received by the Depositary or the Custodian in exchange for,
     or in conversion of or replacement or otherwise in respect


                                       21

<PAGE>

     of, such Deposited Securities shall, to the extent permitted by law, be
     treated as new Deposited Securities under this Deposit Agreement, and the
     Receipts shall, subject to the provisions of this Deposit Agreement and
     applicable law, evidence American Depositary Shares representing the right
     to receive such additional securities. Alternatively, the Depositary may,
     with the Company's approval, and shall, if the Company shall so request,
     subject to the terms of the Deposit Agreement and receipt of an opinion of
     counsel to the Company furnished at the Company's expense satisfactory to
     the Depositary that such distributions are not in violation of any
     applicable laws or regulations, execute and deliver additional Receipts as
     in the case of a stock dividend on the Shares, or call for the surrender of
     outstanding Receipts to be exchanged for new Receipts, in either case, as
     well as in the event of newly deposited Shares, with necessary
     modifications to the form of Receipt contained in Exhibit A hereto,
     specifically describing such new Deposited Securities and/or corporate
     change. The Company agrees to, jointly with the Depositary, amend the
     Registration Statement on Form F-6 as filed with the Commission to permit
     the issuance of such new form of Receipts. Notwithstanding the foregoing,
     in the event that any security so received may not be lawfully distributed
     to some or all Holders, the Depositary may, with the Company's approval,
     and shall, if the Company requests, subject to receipt of an opinion of the
     Company's counsel furnished at the Company's expense reasonably
     satisfactory to the Depositary that such action is not in violation of any
     applicable laws or regulations, sell such securities at public or private
     sale, at such place or places and upon such terms as it may deem proper and
     may allocate the net proceeds of such sales (net of (a) fees and charges
     of, and expenses incurred by, the Depositary and (b) taxes) for the account
     of the Holders otherwise entitled to such securities upon an averaged or
     other practicable basis without regard to any distinctions among such
     Holders and distribute the net proceeds so allocated to the extent
     practicable as in the case of a distribution received in cash pursuant to
     Section 4.1. The Depositary shall not be responsible for (i) any failure to
     determine that it may be lawful or feasible to make such securities
     available to Holders in general or to any Holder in particular, (ii) any
     foreign exchange exposure or loss incurred in connection with such sale, or
     (iii) any liability to the purchaser of such securities.

4.10 AVAILABLE INFORMATION

     The Company is subject to the periodic reporting requirements of the
     Exchange Act and accordingly files certain information with the Commission.
     These reports and documents can be inspected and copied at the public
     reference facilities maintained by the Commission located at 100 F Street,
     N.E., Washington D.C. 20549.

4.11 REPORTS

     The Depositary shall make available during normal business hour on any
     Business Day for inspection by Holders at its Principal Office any reports
     and communications, including any proxy soliciting materials, received from
     the Company which are both (a) received by the Depositary, the Custodian,
     or the nominee of either of them as the holder of the Deposited Securities
     and (b) made generally available to the holders of such Deposited
     Securities by the Company. The Company agrees to provide to the Depositary,
     at the Company's expense, all documents that it provides to the Custodian.
     The Depositary shall, at the expense of the Company and in accordance with
     Section 5.6, also mail by regular, ordinary mail delivery or by electronic


                                       22

<PAGE>

     transmission (if agreed by the Company and the Depositary) and unless
     otherwise agreed in writing by the Company and the Depositary, to Holders
     copies of such reports when furnished by the Company pursuant to Section
     5.6.

4.12 LIST OF HOLDERS

     Promptly upon written request by the Company, the Depositary shall, at the
     expense of the Company, furnish to it a list, as of a recent date, of the
     names, addresses and holdings of American Depositary Shares by all persons
     in whose names Receipts are registered on the books of the Depositary.

4.13 TAXATION; WITHHOLDING

     The Depositary will, and will instruct the Custodian to, forward to the
     Company or its agents such information from its records as the Company may
     reasonably request to enable the Company or its agents to file necessary
     tax reports with governmental authorities or agencies. The Depositary, the
     Custodian or the Company and its agents may, but shall not be obligated to,
     file such reports as are necessary to reduce or eliminate applicable taxes
     on dividends and on other distributions in respect of Deposited Securities
     under applicable tax treaties or laws for the Holders and Beneficial
     Owners. Holders and Beneficial Owners of American Depositary Shares may be
     required from time to time, and in a timely manner, to file such proof of
     taxpayer status, residence and beneficial ownership (as applicable), to
     execute such certificates and to make such representations and warranties,
     or to provide any other information or documents, as the Depositary or the
     Custodian may deem necessary or proper to fulfil the Depositary's or the
     Custodian's obligations under applicable law. The Holders and Beneficial
     Owners shall indemnify the Depositary, the Company, the Custodian and any
     of their respective directors, employees, agents and Affiliates against,
     and hold each of them harmless from, any claims by any governmental
     authority with respect to taxes, additions to tax, penalties or interest
     arising out of any refund of taxes, reduced rate of withholding at source
     or other tax benefit obtained.

     The Company shall remit to the appropriate governmental authority or agency
     any amounts required to be withheld by the Company and owing to such
     governmental authority or agency. Upon any such withholding, the Company
     shall remit to the Depositary information about such taxes or governmental
     charges withheld or paid, and, if so requested, the tax receipt (or other
     proof of payment to the applicable governmental authority) therefor, in
     each case, in a form satisfactory to the Depositary. The Depositary shall,
     to the extent required by U.S. law, report to Holders: (i) any taxes
     withheld by it; (ii) any taxes withheld by the Custodian, subject to
     information being provided to the Depositary by the Custodian; and (iii)
     any taxes withheld by the Company, subject to information being provided to
     the Depositary by the Company. The Depositary and the Custodian shall not
     be required to provide the Holders with any evidence of the remittance by
     the Company (or its agents) of any taxes withheld, or of the payment of
     taxes by the Company, except to the extent the evidence is provided by the
     Company to the Depositary. Neither the Depositary nor the Custodian shall
     be liable for the failure by any Holder or Beneficial Owner to obtain the
     benefits of credits on the basis of non-U.S. tax paid against such Holder's
     or Beneficial Owner's income tax liability.


                                       23

<PAGE>

     In the event that the Depositary determines that any distribution in
     property (including Shares and rights to subscribe therefor) is subject to
     any tax or other governmental charge which the Depositary is obligated to
     withhold, the Depositary shall withhold the amount required to be withheld
     and may by public or private sale dispose of all or a portion of such
     property (including Shares and rights to subscribe therefor) in such
     amounts and in such manner as the Depositary deems necessary and
     practicable to pay such taxes or charges and the Depositary shall
     distribute the net proceeds of any such sale after deduction of such taxes
     or charges to the Holders entitled thereto in proportion to the number of
     American Depositary Shares held by them respectively.

     The Depositary is under no obligation to provide the Holders and Beneficial
     Owners with any information about the tax status of the Company. The
     Depositary shall not incur any liability for any tax consequences that may
     be incurred by Holders and Beneficial Owners on account of their ownership
     of the American Depositary Shares.

5.   THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY

5.1  MAINTENANCE OF OFFICE AND TRANSFER BOOKS BY THE REGISTRAR

     Until termination of this Deposit Agreement in accordance with its terms,
     the Depositary or if a Registrar for the Receipts shall have been
     appointed, the Registrar shall maintain in the Borough of Manhattan, the
     City of New York, an office and facilities for the execution and delivery,
     registration, registration of transfers, combination and split-up of
     Receipts, the surrender of Receipts and the delivery and withdrawal of
     Deposited Securities in accordance with the provisions of this Deposit
     Agreement.

     The Depositary or the Registrar as applicable, shall keep books for the
     registration of Receipts and transfers of Receipts which at all reasonable
     times shall be open for inspection by the Company and by the Holders of
     such Receipts, provided that such inspection shall not be, to the
     Depositary's or the Registrar's knowledge, for the purpose of communicating
     with Holders of such Receipts in the interest of a business or object other
     than the business of the Company or other than a matter related to this
     Deposit Agreement or the Receipts.

     The Depositary or the Registrar, as applicable, may close the transfer
     books with respect to the Receipts, at any time or from time to time, when
     deemed necessary or advisable by it in connection with the performance of
     its duties hereunder.

     If any Receipts or the American Depositary Shares evidenced thereby are
     listed on one or more stock exchanges or automated quotation systems in the
     United States, the Depositary shall act as Registrar or appoint a Registrar
     or one or more co-registrars for registration of Receipts and transfers,
     combinations and split-ups, and to countersign such Receipts in accordance
     with any requirements of such exchanges or systems. Such Registrar or
     co-registrars may be removed and a substitute or substitutes appointed by
     the Depositary.

     If any Receipts or the American Depositary Shares evidenced thereby are
     listed on one or more securities exchanges, markets or automated quotation
     systems, (i) the Depositary shall be entitled to, and shall, take or
     refrain from taking such action(s) as it may deem necessary or appropriate
     to comply with the requirements of such


                                       24

<PAGE>

     securities exchange(s), market(s) or automated quotation system(s)
     applicable to it, notwithstanding any other provision of this Deposit
     Agreement; and (ii) upon the reasonable request of the Depositary, the
     Company shall provide the Depositary such information and assistance as may
     be reasonably necessary for the Depositary to comply with such
     requirements, to the extent that the Company may lawfully do so.

5.2  EXONERATION

     Neither the Depositary, the Custodian or the Company shall be obligated to
     do or perform any act which is inconsistent with the provisions of this
     Deposit Agreement or shall incur any liability (i) if the Depositary, the
     Custodian or the Company or their respective controlling persons or agents
     shall be prevented or forbidden from, or delayed in, doing or performing
     any act or thing required by the terms of this Deposit Agreement, by reason
     of any provision of any present or future law or regulation of the United
     States or any state thereof, the Republic of Philippines or any other
     country, or of any other governmental authority or regulatory authority or
     stock exchange, or on account of the possible criminal or civil penalties
     or restraint, or by reason of any provision, present or future, of the
     Company's Articles of Incorporation and Bylaws or any provision of or
     governing any Deposited Securities, or by reason of any act of God or war
     or other circumstances beyond its control (including, without limitation,
     nationalization, expropriation, currency restrictions, work stoppage,
     strikes, civil unrest, revolutions, rebellions, explosions and computer
     failure), (ii) by reason of any exercise of, or failure to exercise, any
     discretion provided for in this Deposit Agreement or in the Company's
     Articles of Incorporation and Bylaws or provisions of or governing
     Deposited Securities, (iii) for any action or inaction of the Depositary,
     the Custodian or the Company or their respective controlling persons or
     agents in reliance upon the advice of or information from legal counsel,
     accountants, any person presenting Shares for deposit, any Holder, any
     Beneficial Owner or authorized representative thereof, or any other person
     believed by it in good faith to be competent to give such advice or
     information, (iv) for the inability by a Holder or Beneficial Owner to
     benefit from any distribution, offering, right or other benefit which is
     made available to holders of Deposited Securities but is not, under the
     terms of this Deposit Agreement, made available to Holders of American
     Depositary Shares or (v) for any special, consequential, indirect or
     punitive damages for any breach of the terms of this Deposit Agreement or
     otherwise.

     The Depositary, its controlling persons, its agents, the Custodian and the
     Company, its controlling persons and its agents may rely and shall be
     protected in acting upon any written notice, request, opinion or other
     document believed by it to be genuine and to have been signed or presented
     by the proper party or parties.

     No disclaimer of liability under the Securities Act is intended by any
     provision of this Deposit Agreement.

5.3  STANDARD OF CARE

     The Company and the Depositary and their respective agents assume no
     obligation and shall not be subject to any liability under this Deposit
     Agreement or any Receipts to any Holder(s) or Beneficial Owner(s) or other
     persons, except in accordance with Section 5.8 hereof, provided, that the
     Company and the Depositary and their respective agents agree to perform
     their respective obligations specifically set forth in


                                       25

<PAGE>

     this Deposit Agreement or the applicable ADRs without gross negligence,
     wilful misconduct or bad faith.

     Without limitation of the foregoing, neither the Depositary, nor the
     Company, nor any of their respective controlling persons, or agents, shall
     be under any obligation to appear in, prosecute or defend any action, suit
     or other proceeding in respect of any Deposited Securities or in respect of
     the Receipts, which in its opinion may involve it in expense or liability,
     unless indemnity satisfactory to it against all expenses (including fees
     and disbursements of counsel) and liabilities be furnished as often as may
     be required (and no Custodian shall be under any obligation whatsoever with
     respect to such proceedings, the responsibility of the Custodian being
     solely to the Depositary).

     The Depositary and its agents shall not be liable for any failure to carry
     out any instructions to vote any of the Deposited Securities, or for the
     manner in which any vote is cast or the effects of any vote. The Depositary
     shall not incur any liability for any failure to determine that any
     distribution or action may be lawful or reasonably practicable, for the
     content of any information submitted to it by the Company for distribution
     to the Holders or for any inaccuracy of any translation thereof, for any
     investment risk associated with acquiring an interest in the Deposited
     Securities, for the validity or worth of the Deposited Securities or for
     any tax consequences that may result from the ownership of ADSs, Shares or
     Deposited Securities, for the credit-worthiness of any third party, for
     allowing any rights to lapse upon the terms of this Deposit Agreement or
     for the failure or timeliness of any notice from the Company, or for any
     action or non action by it in reliance upon the opinion, advice of or
     information from legal counsel, accountants, any person representing Shares
     for deposit, any Holder or any other person believed by it in good faith to
     be competent to give such advice or information. The Depositary and its
     agents shall not be liable for any acts or omissions made by a successor
     depositary whether in connection with a previous act or omission of the
     Depositary or in connection with any matter arising wholly after the
     removal or resignation of the Depositary, provided that in connection with
     the issue out of which such potential liability arises the Depositary
     performed its obligations without gross negligence, wilful misconduct or
     bad faith while it acted as Depositary.

5.4  RESIGNATION AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF SUCCESSOR
     DEPOSITARY

     The Depositary may at any time resign as Depositary hereunder by written
     notice of resignation delivered to the Company, such resignation to be
     effective on the earlier of (i) the 90th day after delivery thereof to the
     Company (whereupon the Depositary shall, in the event no successor
     depositary has been appointed by the Company, be entitled to take the
     actions contemplated in Section 6.2 hereof), or (ii) upon the appointment
     by the Company of a successor depositary and its acceptance of such
     appointment as hereinafter provided, save that, any amounts, fees, costs or
     expenses owed to the Depositary hereunder or in accordance with any other
     agreements otherwise agreed in writing between the Company and the
     Depositary from time to time shall be paid to the Depositary prior to such
     resignation.

     The Company shall use reasonable efforts to appoint such successor
     depositary, and give notice to the Depositary of such appointment, not more
     than 90 days after


                                       26

<PAGE>

     delivery by the Depositary of written notice of resignation as provided in
     this paragraph. In the event that notice of the appointment of a successor
     depositary is not provided by the Company in accordance with the preceding
     sentence, the Depositary shall be entitled to take the actions contemplated
     in Section 6.2 hereof.

     The Depositary may at any time be removed by the Company by written notice
     of such removal, which removal shall be effective on the later of (i) the
     90th day after delivery thereof to the Depositary (whereupon the Depositary
     shall be entitled to take the actions contemplated in Section 6.2 hereof),
     or (ii) upon the appointment by the Company of a successor depositary and
     its acceptance of such appointment as hereinafter provided, save that, any
     amounts, fees, costs or expenses owed to the Depositary hereunder or in
     accordance with any other agreements otherwise agreed in writing between
     the Company and the Depositary from time to time shall be paid to the
     Depositary prior to such removal.

     In case at any time the Depositary acting hereunder shall resign or be
     removed, the Company shall use its reasonable efforts to appoint a
     successor depositary, which shall be a bank or trust company having an
     office in the Borough of Manhattan, the City of New York. Every successor
     depositary shall be required by the Company to execute and deliver to its
     predecessor and to the Company an instrument in writing accepting its
     appointment hereunder, and thereupon such successor depositary, without any
     further act or deed (except as required by applicable law), shall become
     fully vested with all the rights, powers, duties and obligations of its
     predecessor. The predecessor depositary, upon payment of all sums due to it
     and on the written request of the Company, shall (i) execute and deliver an
     instrument transferring to such successor all rights and powers of such
     predecessor hereunder (other than as contemplated in Sections 5.8 and 5.9),
     (ii)duly assign, transfer and deliver all right, title and interest to the
     Deposited Securities to such successor, and (iii) deliver to such successor
     a list of the Holders of all outstanding Receipts and such other
     information relating to Receipts and Holders thereof as the successor may
     reasonably request. Any such successor depositary shall promptly mail
     notice of its appointment to such Holders.

     Any corporation into or with which the Depositary may be merged or
     consolidated shall be the successor of the Depositary without the execution
     or filing of any document or any further act.

5.5  THE CUSTODIAN

     The Custodian or its successors in acting hereunder shall be subject at all
     times and in all respects to the direction of the Depositary for the
     Deposited Securities for which the Custodian acts as custodian and shall be
     responsible solely to it. If any Custodian resigns or is discharged from
     its duties hereunder with respect to any Deposited Securities and no other
     Custodian has previously been appointed hereunder, the Depositary shall
     promptly appoint a substitute custodian. The Depositary shall require such
     resigning or discharged Custodian to deliver the Deposited Securities held
     by it, together with all such records maintained by it as Custodian with
     respect to such Deposited Securities as the Depositary may request, to the
     Custodian designated by the Depositary. Whenever the Depositary determines,
     in its discretion, that it is appropriate to do so, it may appoint an
     additional entity to act as Custodian with respect to any Deposited
     Securities, or discharge the Custodian with respect to any


                                       27
<PAGE>

     Deposited Securities and appoint a substitute custodian, which shall
     thereafter be Custodian hereunder with respect to the Deposited Securities.
     After any such change, the Depositary shall give notice thereof in writing
     to all Holders.

     Upon the appointment of any successor depositary, any Custodian then acting
     hereunder shall, unless otherwise instructed by the Depositary, continue to
     be the Custodian of the Deposited Securities without any further act or
     writing and shall be subject to the direction of the successor depositary.
     The successor depositary so appointed shall, nevertheless, on the written
     request of any Custodian, execute and deliver to such Custodian all such
     instruments as may be proper to give to such Custodian full and complete
     power and authority to act on the direction of such successor depositary.

5.6  NOTICES AND REPORTS

     On or before the first date on which the Company gives notice, by
     publication or otherwise, of any meeting of holders of Shares or other
     Deposited Securities, or of any adjourned meeting of such holders, or of
     the taking of any action by such holders other than at a meeting, or of the
     taking of any action in respect of any cash or other distributions or the
     offering of any rights in respect of Deposited Securities, the Company
     shall transmit to the Depositary and the Custodian a copy of the notice
     thereof in English but otherwise in the form given or to be given to
     holders of Shares or other Deposited Securities. The Company shall also
     furnish to the Custodian and the Depositary a summary, in English, of any
     applicable provisions or proposed provisions of the Company's Articles of
     Incorporation and Bylaws that may be relevant or pertain to such notice of
     meeting or be the subject of a vote thereat.

     The Company will also transmit to the Depositary (a) English language
     versions of the other notices, reports and communications which are made
     generally available by the Company to holders of its Shares or other
     Deposited Securities and (b) English language versions of the Company's
     annual and other reports prepared in accordance with the applicable
     requirements of the Commission. The Depositary shall arrange, at the
     request of the Company and at the Company's expense, for the mailing of
     copies thereof to all Holders, or by any other means as agreed between the
     Company and the Depositary (at the Company's expense) or make such notices,
     reports and other communications available for inspection by all Holders,
     provided, that, the Depositary shall have received evidence sufficiently
     satisfactory to it, including in the form of an opinion of local and/or
     U.S. counsel or counsel of other applicable jurisdiction, furnished at the
     expense of the Company, as the Depositary in its discretion so requests,
     that the distribution of such notices, reports and any such other
     communications to Holders from time to time is valid and does not or will
     not infringe any local, U.S. or other applicable jurisdiction regulatory
     restrictions or requirements if so distributed and made available to
     Holders. The Company will timely provide the Depositary with the quantity
     of such notices, reports, and communications, as requested by the
     Depositary from time to time, in order for the Depositary to effect such
     mailings. The Company has delivered to the Depositary and the Custodian a
     copy of the Company's Articles of Incorporation and Bylaws along with the
     provisions of or governing the Shares and any other Deposited Securities
     issued by the Company or any Affiliate of the Company, in connection with
     the Shares, in each case along with a certified English translation
     thereof, and promptly upon any amendment thereto or change therein, the
     Company shall deliver to the


                                       28

<PAGE>

     Depositary and the Custodian a copy of such amendment thereto or change
     therein (along with a certified English translation thereof). The
     Depositary may rely upon such copy for all purposes of this Deposit
     Agreement.

     The Depositary will make available a copy of any such notices, reports or
     communications issued by the Company and delivered to the Depositary for
     inspection by the Holders of the Receipts evidencing the American
     Depositary Shares representing such Shares governed by such provisions at
     the Depositary's Principal Office, at the office of the Custodian and at
     any other designated transfer office.

5.7  ISSUANCE OF ADDITIONAL SHARES, ADSS ETC.

     The Company agrees that in the event it or any of its Affiliates proposes
     (i) an issuance, sale or distribution of additional Shares, (ii) an
     offering of rights to subscribe for Shares or other Deposited Securities,
     (iii) an issuance of securities convertible into or exchangeable for
     Shares, (iv) an issuance of rights to subscribe for securities convertible
     into or exchangeable for Shares, (v) an elective dividend of cash or
     Shares, (vi) a redemption of Deposited Securities, (vii) a meeting of
     holders of Deposited Securities, or solicitation of consents or proxies,
     relating to any reclassification of securities, merger or consolidation or
     transfer of assets or (viii) any reclassification, recapitalization,
     reorganization, merger, consolidation or sale of assets which affects the
     Deposited Securities, it will obtain U.S. legal advice and take all steps
     necessary to ensure that the application of the proposed transaction to
     Holders and Beneficial Owners does not violate the registration provisions
     of the Securities Act, or any other applicable laws (including, without
     limitation, the Investment Company Act of 1940, as amended, the Exchange
     Act or the securities laws of the states of the United States). In support
     of the foregoing, the Company will furnish to the Depositary, at it's own
     expense, (a) a written opinion of U.S. counsel (reasonably satisfactory to
     the Depositary) stating whether or not application of such transaction to
     Holders and Beneficial Owners (1) requires a registration statement under
     the Securities Act to be in effect or (2) is exempt from the registration
     requirements of the Securities Act and (b) an opinion of a Philippine
     counsel (reasonably satisfactory to the Depositary) stating that (1) making
     the transaction available to Holders and Beneficial Owners does not violate
     the laws or regulations of the Republic of the Philippines and (2) a
     written opinion of a Philippine counsel (reasonably satisfactory to the
     Depositary) stating that all requisite regulatory consents and approvals
     have been obtained in the Republic of the Philippines. If the filing of a
     registration statement is required, the Depositary shall not have any
     obligation to proceed with the transaction unless it shall have received
     evidence reasonably satisfactory to it that such registration statement has
     been declared effective and that such distribution is in accordance with
     all applicable laws or regulations. If, being advised by counsel, the
     Company determines that a transaction is required to be registered under
     the Securities Act, the Company will either (i) register such transaction
     to the extent necessary, (ii) alter the terms of the transaction to avoid
     the registration requirements of the Securities Act or (iii) direct the
     Depositary to take specific measures, in each case as contemplated in this
     Deposit Agreement, to prevent such transaction from violating the
     registration requirements of the Securities Act.

     The Company agrees with the Depositary that neither the Company nor any of
     its Affiliates will at any time (i) deposit any Shares or other Deposited
     Securities, either


                                       29

<PAGE>

     upon original issuance or upon a sale of Shares or other Deposited
     Securities previously issued and reacquired by the Company or by any such
     Affiliate, or (ii) issue additional Shares, rights to subscribe for such
     Shares, securities convertible into or exchangeable for Shares or rights to
     subscribe for such securities, unless such transaction and the securities
     issuable in such transaction are exempt from registration under the
     Securities Act or have been registered under the Securities Act (and such
     registration statement has been declared effective).

     Notwithstanding anything else contained in this Deposit Agreement, nothing
     in this Deposit Agreement shall be deemed to obligate the Company to file
     any registration statement in respect of any proposed transaction.

5.8  INDEMNIFICATION

     The Company agrees to indemnify the Depositary, any Custodian and each of
     their respective directors, officers, employees, agents and Affiliates
     against, and hold each of them harmless from, any losses, liabilities,
     taxes, costs, claims, judgments, proceedings, actions, demands and any
     charges or expenses of any kind whatsoever (including, but not limited to,
     reasonable attorney's fees and expenses and, in each case, fees and
     expenses of counsel, in each case, irrevocable value added tax and any
     similar tax charged or otherwise imposed in respect thereof) (collectively
     referred to as "LOSSES") which the Depositary or any agent thereof may
     incur or which may be made against it as a result of or in connection with
     its appointment or the exercise of its powers and duties under this
     Agreement or that may arise (a) out of or in connection with any offer,
     issuance, sale, resale, transfer, deposit or withdrawal of Receipts,
     American Depositary Shares, the Shares, or other Deposited Securities, as
     the case may be, (b) out of or in connection with any offering documents in
     respect thereof or (c) out of or in connection with acts performed or
     omitted, including, but not limited to, any delivery by the Depositary on
     behalf of the Company of information regarding the Company in connection
     with this Deposit Agreement, the Receipts, the American Depositary Shares,
     the Shares, or any Deposited Securities, in any such case (i) by the
     Depositary, the Custodian or any of their respective directors, officers,
     employees, agents and Affiliates, except to the extent any such Losses
     arises out of the gross negligence or bad faith of any of them, or (ii) by
     the Company or any of its directors, officers, employees, agents and
     Affiliates. Notwithstanding the above, in no event shall the Depositary or
     any of its directors, officers, employees, agents and/or Affiliates be
     liable for any indirect, special, punitive or consequential damages to the
     Company, Holders, Beneficial Owners or any other person.

     The Depositary agrees to indemnify the Company, its directors, officers,
     employees, agents, and Affiliates against an hold each of them harmless
     from any Losses which may arise out of acts performed or omitted to be
     performed by the Depositary or its directors, offers, employees, agents and
     Affiliates due to their gross negligence, wilful misconduct or bad faith.

     Any person seeking indemnification hereunder (an "INDEMNIFIED PERSON")
     shall notify the person from whom it is seeking indemnification (the
     "INDEMNIFYING PERSON") of the commencement of any indemnifiable action or
     claim promptly after such Indemnified Person becomes aware of such
     commencement (provided that the failure to make such notification shall not
     affect such Indemnified Person's rights to indemnification except to the
     extent the Indemnifying Person is materially prejudiced


                                       30

<PAGE>

     by such failure) and shall consult in good faith with the Indemnifying
     Person as to the conduct of the defense of such action or claim that may
     give rise to an indemnity hereunder, which defense shall be reasonable
     under the circumstances. No Indemnified Person shall compromise or settle
     any action or claim that may give rise to an indemnity hereunder without
     the consent of the Indemnifying Person, which consent shall not be
     unreasonably withheld.

     The obligations set forth in this Section shall survive the termination of
     this Deposit Agreement and the succession or substitution of any party
     hereto.

5.9  FEES AND CHARGES OF DEPOSITARY

     The Company, the Holders, the Beneficial Owners, and persons depositing
     Shares or surrendering ADSs for cancellation and withdrawal of Deposited
     Securities shall be required to pay to the Depositary the Depositary's fees
     and related charges identified as payable by them respectively as provided
     for under Condition 9; provided, however, that no fees shall be payable
     upon distribution of cash dividends so long as the charging of such fee is
     prohibited by the exchange, if any, upon which the ADSs are listed. All
     fees and charges so payable may, at any time and from time to time, be
     changed by agreement between the Depositary and the Company, but, in the
     case of fees and charges payable by Holders and Beneficial Owners, only in
     the manner contemplated in Section 6.1. The Depositary shall provide,
     without charge, a copy of its latest fee schedule to anyone upon request.

     The Depositary and the Company may reach separate agreement in relation to
     the payment of any additional remuneration to the Depositary in respect of
     any exceptional duties which the Depositary finds necessary or desirable
     and agreed by both parties in the performance of its obligations hereunder
     and in respect of the actual costs and expenses of the Depositary in
     respect of any notices required to be given to the Holders in accordance
     with Condition 20.

     In connection with any payment by the Company to the Depositary:

     (i)  all fees, taxes, duties, charges, costs and expenses which are payable
          by the Company shall be paid or be procured to be paid by the Company
          (and any such amounts which are paid by the Depositary shall be
          reimbursed to the Depositary by the Company upon demand therefor); and

     (ii) such payment shall be subject to all necessary Philippine exchange
          control and other consents and approvals having been obtained. The
          Company undertakes to use its reasonable endeavours to obtain all
          necessary approvals that are required to be obtained by it in this
          connection.

     (iii) the Depositary may request, in its sole but reasonable discretion
          after reasonable consultation with the Company, an opinion of counsel
          regarding laws of the United States, the laws of the Republic of the
          Philippines, or the laws of any other relevant jurisdiction, to be
          furnished at the expense of the Company, if at any time it deems it
          necessary to seek such an opinion of counsel regarding the validity of
          any action to be taken or instructed to be taken under this Agreement.


                                       31

<PAGE>

     The Company agrees to promptly pay to the Depositary such other fees,
     charges and expenses and to reimburse the Depositary for such out-of-pocket
     expenses as the Depositary and the Company may agree to in writing from
     time to time. Responsibility for payment of such charges may at any time
     and from time to time be changed by agreement between the Company and the
     Depositary. Unless otherwise agreed, the Depositary shall present its
     statement for such expenses and fees or charges to the Company once every
     three months.

     All payments by the Company to the Depositary under this Clause 5.9 shall
     be paid without set-off or counterclaim, and free and clear of and without
     deduction or withholding for or on account of, any present or future taxes,
     levies, imports, duties, fees, assessments or other charges of whatever
     nature, imposed by the Republic of the Philippines or by any department,
     agency or other political subdivision or taxing authority thereof or
     therein, and all interest, penalties or similar liabilities with respect
     thereto.

     The right of the Depositary to receive payment of fees, charges and
     expenses as provided above shall survive the termination of this Deposit
     Agreement. As to any Depositary, upon the resignation or removal of such
     Depositary as described in Section 5.4 hereof, such right shall extend for
     those fees, charges and expenses incurred prior to the effectiveness of
     such resignation or removal.

5.10 RESTRICTED SECURITIES OWNERS/OWNERSHIP RESTRICTIONS

     From time to time or upon the reasonable request of the Depositary, the
     Company shall provide to the Depositary a list setting forth, to the actual
     knowledge of the Company, those persons or entities who beneficially own
     Restricted Securities and the Company shall update that list on a regular
     basis. The Depositary may rely on such a list or update but shall not be
     liable for any action or omission made in reliance thereon. The Company
     agrees to advise in writing each of the persons or entities who, to the
     knowledge of the Company, holds Restricted Securities that such Restricted
     Securities are ineligible for deposit hereunder and, to the extent
     practicable, shall require each of such persons to represent in writing
     that such person will not deposit Restricted Securities hereunder. The
     Company shall, in accordance with Condition 24, inform Owners and
     Beneficial Owners and the Depositary of any other limitations on ownership
     of Shares that the Owners and Beneficial Owners may be subject to by reason
     of the number of American Depositary Shares held under the Articles of
     Incorporation and Bylaws of the Company or applicable Philippine law, as
     such restrictions may be in force from time to time.

6.   AMENDMENT AND TERMINATION

6.1  AMENDMENT/SUPPLEMENT

     Subject to the terms and conditions of this Section 6.1 and applicable law,
     the Receipts outstanding at any time, the provisions of this Deposit
     Agreement and the form of Receipt attached hereto and to be issued under
     the terms hereof may at any time and from time to time be amended or
     supplemented by written agreement between the Company and the Depositary in
     any respect which they may deem necessary or desirable and not materially
     prejudicial to the Holders without the consent of the Holders or Beneficial
     Owners. Any amendment or supplement which


                                       32

<PAGE>

     shall impose or increase any fees or charges (other than charges in
     connection with foreign exchange control regulations, and taxes and other
     governmental charges, delivery and other such expenses), or which shall
     otherwise materially prejudice any substantial existing right of Holders or
     Beneficial Owners, shall not, however, become effective as to outstanding
     Receipts until 30 days after notice of such amendment or supplement shall
     have been given to the Holders of outstanding Receipts. The parties hereto
     agree that any amendments or supplements which (i) are reasonably necessary
     (as agreed by the Company and the Depositary) in order for (a) the American
     Depositary Shares to be registered on Form F-6 under the Securities Act or
     (b) the American Depositary Shares or the Shares to be traded solely in
     electronic book-entry form and (ii) do not in either such case impose or
     increase any fees or charges to be borne by Holders, shall be deemed not to
     materially prejudice any substantial rights of Holders or Beneficial
     Owners. Every Holder and Beneficial Owner at the time any amendment or
     supplement so becomes effective shall be deemed, by continuing to hold such
     American Depositary Share or Shares, to consent and agree to such amendment
     or supplement and to be bound by the Deposit Agreement as amended and
     supplemented thereby. In no event shall any amendment or supplement impair
     the right of the Holder to surrender such Receipt and receive therefor the
     Deposited Securities represented thereby, except in order to comply with
     mandatory provisions of applicable law. Notwithstanding the foregoing, if
     any governmental body should adopt new laws, rules or regulations which
     would require amendment or supplement of the Deposit Agreement to ensure
     compliance therewith, the Company and the Depositary may amend or
     supplement the Deposit Agreement and the Receipt at any time in accordance
     with such changed laws, rules or regulations. Such amendment or supplement
     to the Deposit Agreement in such circumstances may become effective before
     a notice of such amendment or supplement is given to Holders or within any
     other period of time as required for compliance with such laws, rules or
     regulations.

6.2  TERMINATION

     The Depositary shall, at any time at the written direction of the Company,
     terminate this Deposit Agreement by mailing notice of such termination to
     the Holders of all Receipts then outstanding at least 90 days prior to the
     date fixed in such notice for such termination, provided that, the
     Depositary shall be reimbursed for any amounts, fees, costs or expenses
     owed to it in accordance with the terms of this Deposit Agreement and in
     accordance with any other agreements as otherwise agreed in writing between
     the Company and the Depositary from time to time, prior to such termination
     shall take effect. If 90 days shall have expired after (i) the Depositary
     shall have delivered to the Company a written notice of its election to
     resign, or (ii) the Company shall have delivered to the Depositary a
     written notice of the removal of the Depositary, and in either case a
     successor depositary shall not have been appointed and accepted its
     appointment as provided in Section 5.4, the Depositary may terminate this
     Deposit Agreement by mailing notice of such termination to the Holders of
     all Receipts then outstanding at least 30 days prior to the date fixed for
     such termination. On and after the date of termination of this Deposit
     Agreement, the Holder will, upon surrender of such Receipt at the Principal
     Office of the Depositary, upon the payment of the charges of the Depositary
     for the surrender of Receipts referred to in Section 2.6 and subject to the
     conditions and restrictions therein set forth, and upon payment of any
     applicable taxes or governmental charges, be entitled to delivery, to him
     or upon his order, of the amount of Deposited Securities


                                       33

<PAGE>

     represented by such Receipt. If any Receipts shall remain outstanding after
     the date of termination of this Deposit Agreement, the Registrar thereafter
     shall discontinue the registration of transfers of Receipts, and the
     Depositary shall suspend the distribution of dividends to the Holders
     thereof, and shall not give any further notices or perform any further acts
     under this Deposit Agreement, except that the Depositary shall continue to
     collect dividends and other distributions pertaining to Deposited
     Securities, shall sell rights or other property as provided in this Deposit
     Agreement, and shall continue to deliver Deposited Securities, subject to
     the conditions and restrictions set forth in Section 2.6, together with any
     dividends or other distributions received with respect thereto and the net
     proceeds of the sale of any rights or other property, in exchange for
     Receipts surrendered to the Depositary (after deducting, or charging, as
     the case may be, in each case, the charges of the Depositary for the
     surrender of a Receipt, any expenses for the account of the Holder in
     accordance with the terms and conditions of this Deposit Agreement and any
     applicable taxes or governmental charges or assessments). At any time after
     the expiration of six months from the date of termination of this Deposit
     Agreement, the Depositary may sell the Deposited Securities then held
     hereunder and may thereafter hold uninvested the net proceeds of any such
     sale, together with any other cash then held by it hereunder, in an
     unsegregated account, without liability for interest for the pro rata
     benefit of the Holders of Receipts whose Receipts have not theretofore been
     surrendered. After making such sale, the Depositary shall be discharged
     from all obligations under this Deposit Agreement with respect to the
     Receipts and the Shares, Deposited Securities and American Depositary
     Shares, except to account for such net proceeds and other cash (after
     deducting, or charging, as the case may be, in each case, the charges of
     the Depositary for the surrender of a Receipt, any expenses for the account
     of the Holder in accordance with the terms and conditions of this Deposit
     Agreement and any applicable taxes or governmental charges or assessments).
     Upon the termination of this Deposit Agreement, the Company shall be
     discharged from all obligations under this Deposit Agreement except for its
     obligations to the Depositary hereunder.

7.   MISCELLANEOUS

7.1  COUNTERPARTS

     This Deposit Agreement may be executed in any number of counterparts, each
     of which shall be deemed an original, and all of such counterparts together
     shall constitute one and the same agreement. Copies of this Deposit
     Agreement shall be maintained with the Depositary and shall be open to
     inspection by any Holder during business hours.

7.2  NO THIRD-PARTY BENEFICIARIES

     This Deposit Agreement is for the exclusive benefit of the parties hereto
     (and their successors) and shall not be deemed to give any legal or
     equitable right, remedy or claim whatsoever to any other person, except to
     the extent specifically set forth in this Deposit Agreement. Nothing in
     this Deposit Agreement shall be deemed to give rise to a partnership or
     joint venture among the parties hereto nor establish a fiduciary or similar
     relationship among the parties. The parties hereto acknowledge and agree
     that (i) the Depositary and its Affiliates may at any time have multiple
     banking relationships with the Company and its Affiliates, (ii) the
     Depositary and its Affiliates may be engaged at any time in transactions in
     which parties adverse to the Company


                                       34

<PAGE>

     or the Holders or Beneficial Owners may have interests and (iii) nothing
     contained in this Agreement shall (a) preclude the Depositary or any of its
     Affiliates from engaging in such transactions or establishing or
     maintaining such relationships, or (b) obligate the Depositary or any of
     its Affiliates to disclose such transactions or relationships or to account
     for any profit made or payment received in such transactions or
     relationships.

7.3  SEVERABILITY

     In case any one or more of the provisions contained in this Deposit
     Agreement or in the Receipts should be or become invalid, illegal or
     unenforceable in any respect, the validity, legality and enforceability of
     the remaining provisions contained herein or therein shall in no way be
     affected, prejudiced or disturbed thereby.

7.4  HOLDERS AND BENEFICIAL OWNERS AS PARTIES; BINDING EFFECT

     The Holders and Beneficial Owners from time to time of American Depositary
     Shares shall be parties to the Deposit Agreement and shall be bound by all
     of the terms and conditions hereof and of any Receipt by acceptance hereof
     or any beneficial interest therein.

7.5  NOTICES

     Any and all notices to be given to the Company shall be deemed to have been
     duly given if personally delivered or sent by mail, air courier or cable,
     telex, facsimile transmission or electronic transmission, confirmed by
     letter, addressed to eTelecare Global Solutions, Inc., 8901 East Raintree
     Drive, Suite 101, Scottsdale, Arizona 85260, Facsimile: (480) 477-1279,
     Attention: Fran Dunn, or to any other address which the Company may specify
     in writing to the Depositary.

     Any and all notices to be given to the Depositary shall be deemed to have
     been duly given if personally delivered or sent by mail, air courier or
     cable, telex, facsimile transmission or by electronic transmission (if
     agreed by the Company and the Depositary), at the Company's expense, unless
     otherwise agreed in writing between the Company and the Depositary,
     confirmed by letter, addressed to Deutsche Bank Trust Company Americas, 60
     Wall Street, New York, New York 10005, USA Attention: ADR Department,
     telephone: (001) 212 602 1044, facsimile: (001) 212 797 0327 or to any
     other address which the Depositary may specify in writing to the Company.

     Any and all notices to be given to any Holder shall be deemed to have been
     duly given if personally delivered or sent by mail or cable, telex,
     facsimile transmission or by electronic transmission (if agreed by the
     Company and the Depositary), at the Company's expense, unless otherwise
     agreed in writing between the Company and the Depositary, addressed to such
     Holder at the address of such Holder as it appears on the transfer books
     for Receipts of the Depositary, or, if such Holder shall have filed with
     the Depositary a written request that notices intended for such Holder be
     mailed to some other address, at the address specified in such request.
     Notice to Holders shall be deemed to be notice to Beneficial Owners for all
     purposes of this Deposit Agreement.


                                       35

<PAGE>

     Delivery of a notice sent by mail, air courier or cable, telex, facsimile
     or electronic transmission shall be deemed to be effective at the time when
     a duly addressed letter containing the same (or a confirmation thereof in
     the case of a cable, telex, facsimile or electronic transmission) is
     deposited, postage prepaid, in a post-office letter box or delivered to an
     air courier service. The Depositary or the Company may, however, act upon
     any cable, telex, facsimile or electronic transmission received by it from
     the other or from any Holder, notwithstanding that such cable, telex,
     facsimile or electronic transmission shall not subsequently be confirmed by
     letter as aforesaid, as the case may be.

7.6  GOVERNING LAW AND JURISDICTION

     This Deposit Agreement and the Receipts shall be interpreted in accordance
     with, and all rights hereunder and thereunder and provisions hereof and
     thereof shall be governed by, the laws of the State of New York without
     reference to the principles of choice of law thereof. Except as set forth
     in the following paragraph of this Section 7.6, the Company and the
     Depositary agree that the federal or state courts in the City of New York
     shall have jurisdiction to hear and determine any suit, action or
     proceeding and to settle any dispute between them that may arise out of or
     in connection with this Deposit Agreement and, for such purposes, each
     irrevocably submits to the non-exclusive jurisdiction of such courts. The
     Company hereby irrevocably designates, appoints and empowers CT Corporation
     System (the "AGENT") now at 111 Eighth Avenue, New York, New York 10011, as
     its authorized agent to receive and accept for and on its behalf, and on
     behalf of its properties, assets and revenues, service by mail of any and
     all legal process, summons, notices and documents that may be served in any
     suit, action or proceeding brought against the Company in any federal or
     state court as described in the preceding sentence or in the next paragraph
     of this Section 7.6. If for any reason the Agent shall cease to be
     available to act as such, the Company agrees to designate a new agent in
     the City of New York on the terms and for the purposes of this Section 7.6
     reasonably satisfactory to the Depositary. The Company further hereby
     irrevocably consents and agrees to the service of any and all legal
     process, summons, notices and documents in any suit, action or proceeding
     against the Company, by service by mail of a copy thereof upon the Agent
     (whether or not the appointment of such Agent shall for any reason prove to
     be ineffective or such Agent shall fail to accept or acknowledge such
     service), with a copy mailed to the Company by registered or certified air
     mail, postage prepaid, to its address provided in Section 7.5 hereof. The
     Company agrees that the failure of the Agent to give any notice of such
     service to it shall not impair or affect in any way the validity of such
     service or any judgment rendered in any action or proceeding based thereon.

     Notwithstanding the foregoing, the Depositary and the Company
     unconditionally agree that in the event that a Holder or Beneficial Owner
     brings a suit, action or proceeding against (a) the Company, (b) the
     Depositary in its capacity as Depositary under this Deposit Agreement or
     (c) against both the Company and the Depositary, in any state or federal
     court of the United States, and the Depositary or the Company have any
     claim, for indemnification or otherwise, against each other arising out of
     the subject matter of such suit, action or proceeding, then the Company and
     the Depositary may pursue such claim against each other in the state or
     federal court in the United States in which such suit, action, or
     proceeding is pending, and for such


                                       36

<PAGE>

     purposes, the Company and the Depositary irrevocably submit to the
     non-exclusive jurisdiction of such courts. The Company agrees that service
     of process upon the Agent in the manner set forth in the preceding
     paragraph shall be effective service upon it for any suit, action or
     proceeding brought against it as described in this paragraph.

     The Company irrevocably and unconditionally waives, to the fullest extent
     permitted by law, any objection that it may now or hereafter have to the
     laying of venue of any actions, suits or proceedings brought in any court
     as provided in this Section 7.6, and hereby further irrevocably and
     unconditionally waives and agrees not to plead or claim in any such court
     that any such action, suit or proceeding brought in any such court has been
     brought in an inconvenient forum.

     The Company and the Depositary agree that, notwithstanding the foregoing,
     with regard to any claim or dispute or difference of whatever nature
     between the parties hereto arising directly or indirectly from the
     relationship created by this Deposit Agreement, the Depositary, in its sole
     discretion, shall be entitled to refer such dispute or difference for final
     settlement by arbitration ("ARBITRATION") in accordance with the applicable
     rules of the American Arbitration Association (the "RULES") then in force,
     by a sole arbitrator appointed in accordance with the Rules. The seat and
     place of any reference to Arbitration shall be New York, New York State.
     The procedural law of any Arbitration shall be New York law and the
     language to be used in the Arbitration shall be English. The fees of the
     arbitrator and other costs incurred by the parties in connection with such
     Arbitration shall be paid by the party that is unsuccessful in such
     Arbitration.

     The provisions of this Section 7.6 shall survive any termination of this
     Deposit Agreement, in whole or in part.

7.7  ASSIGNMENT

     Subject to the provisions of Section 5.4 hereof, this Deposit Agreement may
     not be assigned by either the Company or the Depositary.

7.8  AGENTS

     The Depositary shall be entitled, in its sole but reasonable discretion, to
     appoint one or more agents (the "AGENTS") of which it shall have control
     for the purpose, inter alia, of making distributions to the Holders or
     otherwise carrying out its obligations under this Agreement.

7.9  EXCLUSIVITY

     The Company agrees not to appoint any other depositary for the issuance or
     administration of depositary receipts evidencing any class of stock of the
     Company so long as Deutsche Bank Trust Company Americas is acting as
     Depositary hereunder.

7.10 COMPLIANCE WITH U.S. SECURITIES LAWS

     Notwithstanding anything in this Deposit Agreement to the contrary, the
     withdrawal or delivery of Deposited Securities will not be suspended by the
     Company or the Depositary except as would be permitted by Instruction
     I.A.(1) of the General


                                       37

<PAGE>

     Instructions to Form F-6 Registration Statement, as amended from time to
     time, under the Securities Act.

7.11 TITLES

     All references in this Deposit Agreement to exhibits, articles, sections,
     subsections, and other subdivisions refer to the exhibits, articles,
     sections, subsections and other subdivisions of this Deposit Agreement
     unless expressly provided otherwise. The words "this Deposit Agreement",
     "herein", "hereof", "hereby", "hereunder", and words of similar import
     refer to the Deposit Agreement as a whole as in effect between the Company,
     the Depositary and the Holders and Beneficial Owners of ADSs and not to any
     particular subdivision unless expressly so limited. Pronouns in masculine,
     feminine and neuter gender shall be construed to include any other gender,
     and words in the singular form shall be construed to include the plural and
     vice versa unless the context otherwise requires. Titles to sections of
     this Deposit Agreement are included for convenience only and shall be
     disregarded in construing the language contained in this Deposit Agreement.


                                       38

<PAGE>

IN WITNESS WHEREOF, ETELECARE GLOBAL SOLUTIONS, INC. and DEUTSCHE BANK TRUST
COMPANY AMERICAS have duly executed this Deposit Agreement as of the day and
year first above set forth and all Holders and Beneficial Owners shall become
parties hereto upon acceptance by them of American Depositary Shares evidenced
by Receipts issued in accordance with the terms hereof.

ETELECARE GLOBAL SOLUTIONS, INC.


By:
    ---------------------------------
Name:
      -------------------------------
Title:
       ------------------------------


By:
    ---------------------------------
Name:
      -------------------------------
Title:
       ------------------------------


DEUTSCHE BANK TRUST COMPANY AMERICAS


By:
    ---------------------------------
Name:
      -------------------------------
Title:
       ------------------------------


By:
    ---------------------------------
Name:
      -------------------------------
Title:
       ------------------------------


                                       39
<PAGE>

                                   EXHIBIT A

                           [FORM OF FACE OF RECEIPT]

                                                          CUSIP Number _________

                                                      American Depositary Shares
                            (Each American Depositary Share representing [_____]
                                                [of] Fully Paid Ordinary Shares)

                           AMERICAN DEPOSITARY RECEIPT

                                       FOR

                           AMERICAN DEPOSITARY SHARES

                                  representing

                            DEPOSITED ORDINARY SHARES

                                       of

                        ETELECARE GLOBAL SOLUTIONS, INC.

        (Incorporated under the laws of the Republic of the Philippines)

DEUTSCHE BANK TRUST COMPANY AMERICAS, as depositary (herein called the
"DEPOSITARY"), hereby certifies that _____________ is the owner of _____________
American Depositary Shares (hereinafter "ADS"), representing deposited common
shares, each of par value of one peso including evidence of rights to receive
such ordinary shares (the "SHARES") of eTelecare Global Solutions, Inc., a
company incorporated under the laws of the Republic of the Philippines (the
"COMPANY"). As of the date of the Deposit Agreement (hereinafter referred to),
each ADS represents [__] Share[s] deposited under the Deposit Agreement with the
Custodian which at the date of execution of the Deposit Agreement is Deutsche
Bank AG, Manila (the "CUSTODIAN"). The ratio of Depositary Shares to shares of
stock is subject to subsequent amendment as provided in Article IV of the
Deposit Agreement. The Depositary's Principal Office is located at 60 Wall
Street, New York, New York 10005, U.S.A.

(1)  THE DEPOSIT AGREEMENT

     This American Depositary Receipt is one of an issue of American Depositary
     Receipts ("RECEIPTS"), all issued and to be issued upon the terms and
     conditions set forth in the Deposit Agreement, dated as of [______________,
     2006] (as amended from time to time, the "DEPOSIT AGREEMENT"), by and among
     the Company, the Depositary, and all Holders and Beneficial Owners from
     time to time of Receipts


                                       A-1

<PAGE>

     issued thereunder, each of whom by accepting a Receipt agrees to become a
     party thereto and becomes bound by all the terms and conditions thereof.
     The Deposit Agreement sets forth the rights and obligations of Holders and
     Beneficial Owners of Receipts and the rights and duties of the Depositary
     in respect of the Shares deposited thereunder and any and all other
     securities, property and cash from time to time, received in respect of
     such Shares and held thereunder (such Shares, other securities, property
     and cash are herein called "DEPOSITED SECURITIES"). Copies of the Deposit
     Agreement are on file at the Principal Office of the Depositary and the
     Custodian.

     Each owner and each Beneficial Owner, upon acceptance of any ADSs (or any
     interest therein) issued in accordance with the terms and conditions of the
     Deposit Agreement, shall be deemed for all purposes to (a) be a party to
     and bound by the terms of the Deposit Agreement and applicable ADR(s), and
     (b) appoint the Depositary its attorney-in-fact, with full power to
     delegate, to act on its behalf and to take any and all actions contemplated
     in the Deposit Agreement and the applicable ADR(s), to adopt any and all
     procedures necessary to comply with applicable law and to take such action
     as the Depositary in its sole discretion may deem necessary or appropriate
     to carry out the purposes of the Deposit Agreement and the applicable
     ADR(s), the taking of such actions to be the conclusive determinant of the
     necessity and appropriateness thereof.

     The statements made on the face and reverse of this Receipt are summaries
     of certain provisions of the Deposit Agreement and the Company's Articles
     of Incorporation and Bylaws (as in effect on the date of the Deposit
     Agreement) and are qualified by and subject to the detailed provisions of
     the Deposit Agreement, to which reference is hereby made. All capitalized
     terms used herein which are not otherwise defined herein shall have the
     meanings ascribed thereto in the Deposit Agreement. The Depositary makes no
     representation or warranty as to the validity or worth of the Deposited
     Securities. The Depositary has made arrangements for the acceptance of the
     American Depositary Shares into DTC. Each Beneficial Owner of American
     Depositary Shares held through DTC must rely on the procedures of DTC and
     the DTC Participants to exercise and be entitled to any rights attributable
     to such American Depositary Shares. The Receipt evidencing the American
     Depositary Shares held through DTC will be registered in the name of a
     nominee of DTC. So long as the American Depositary Shares are held through
     DTC or unless otherwise required by law, ownership of beneficial interests
     in the Receipt registered in the name of DTC (or its nominee) will be shown
     on, and transfers of such ownership will be effected only through, records
     maintained by (i) DTC (or its nominee), or (ii) DTC Participants (or their
     nominees).

(2)  SURRENDER OF RECEIPTS AND WITHDRAWAL OF DEPOSITED SECURITIES

     Upon surrender, at the Principal Office of the Depositary, of ADSs
     evidenced by this Receipt for the purpose of withdrawal of the Deposited
     Securities represented thereby, and upon payment of (i) the charges of the
     Depositary for the making of withdrawals and cancellation of Receipts (as
     set forth in Article (9) hereof and in Section 5.9 and Exhibit B of the
     Deposit Agreement) and (ii) all fees, taxes and governmental charges
     payable in connection with such surrender and withdrawal, and, subject to
     the terms and conditions of the Deposit Agreement, the Company's Articles
     of Incorporation and Bylaws, Section 7.9 of the Deposit Agreement, Article
     (22) of this Receipt and the provisions of or governing the Deposited
     Securities and other applicable laws, the


                                       A-2

<PAGE>

     Holder of the American Depositary Shares evidenced hereby is entitled to
     delivery, to him or upon his order, of the Deposited Securities represented
     by the ADS so surrendered. Subject to the last sentence of this paragraph,
     such Deposited Securities may be delivered in certificated form or by
     electronic delivery. ADS may be surrendered for the purpose of withdrawing
     Deposited Securities by delivery of a Receipt evidencing such ADS (if held
     in registered form) or by book-entry delivery of such ADS to the
     Depositary.

     A Receipt surrendered for such purposes shall, if so required by the
     Depositary, be properly endorsed in blank or accompanied by proper
     instruments of transfer in blank, and if the Depositary so requires, the
     Holder thereof shall execute and deliver to the Depositary a written order
     directing the Depositary to cause the Deposited Securities being withdrawn
     to be delivered to or upon the written order of a person or persons
     designated in such order. Thereupon, the Depositary shall direct the
     Custodian to Deliver (without unreasonable delay) at the designated office
     of the Custodian (subject to the terms and conditions of the Deposit
     Agreement, to the Company's Articles of Incorporation and Bylaws, and to
     the provisions of or governing the Deposited Securities and applicable
     laws, now or hereafter in effect), to or upon the written order of the
     person or persons designated in the order delivered to the Depositary as
     provided above, the Deposited Securities represented by such ADSs, together
     with any certificate or other proper documents of or relating to title for
     the Deposited Securities or evidence of the electronic transfer thereof (if
     available) as the case may be to or for the account of such person. The
     Depositary may make delivery to such person or persons at the Principal
     Office of the Depositary of any dividends or distributions with respect to
     the Deposited Securities represented by such Receipt, or of any proceeds of
     sale of any dividends, distributions or rights, which may at the time be
     held by the Depositary.

     The Depositary may, in its discretion, refuse to accept for surrender a
     number of American Depositary Shares representing a number of Shares other
     than a whole number of Shares. In the case of surrender of a Receipt
     evidencing a number of ADSs representing other than a whole number of
     Shares, the Depositary shall cause ownership of the appropriate whole
     number of Shares to be delivered in accordance with the terms hereof, and
     shall, at the discretion of the Depositary, either (i) issue and deliver to
     the person surrendering such Receipt a new Receipt evidencing American
     Depositary Shares representing any remaining fractional Share, or (ii) sell
     or cause to be sold the fractional Shares represented by the Receipt so
     surrendered and remit the proceeds thereof (net of (a) applicable fees and
     charges of, and expenses incurred by, the Depositary and (b) taxes
     withheld) to the person surrendering the Receipt. At the request, risk and
     expense of any Holder so surrendering a Receipt, and for the account of
     such Holder, the Depositary shall direct the Custodian to forward (to the
     extent permitted by law) any cash or other property (other than securities)
     held in respect of, and any certificate or certificates and other proper
     documents of or relating to title to, the Deposited Securities represented
     by such Receipt to the Depositary for delivery at the Principal Office of
     the Depositary, and for further delivery to such Holder. Such direction
     shall be given by letter or, at the request, risk and expense of such
     Holder, by cable, telex or facsimile transmission


                                       A-3

<PAGE>

(3)  TRANSFERS, SPLIT-UPS AND COMBINATIONS OF RECEIPTS

     Subject to the terms and conditions of the Deposit Agreement, the Registrar
     shall register transfers of Receipts on its books, upon surrender at the
     Principal Office of the Depositary of a Receipt by the Holder thereof in
     person or by duly authorized attorney, properly endorsed or accompanied by
     proper instruments of transfer (including signature guarantees in
     accordance with standard industry practice) and duly stamped as may be
     required by the laws of the State of New York and of the United States of
     America, of the Republic of the Philippines and of any other applicable
     jurisdiction. Subject to the terms and conditions of the Deposit Agreement,
     including payment of the applicable fees and charges of the Depositary, the
     Depositary shall execute and deliver a new Receipt(s) (and if necessary,
     cause the Registrar to countersign such Receipt(s)) and deliver same to or
     upon the order of the person entitled to such Receipts evidencing the same
     aggregate number of ADSs as those evidenced by the Receipts surrendered.
     Upon surrender of a Receipt or Receipts for the purpose of effecting a
     split-up or combination of such Receipt or Receipts upon payment of the
     applicable fees and charges of the Depositary, and subject to the terms and
     conditions of the Deposit Agreement, the Depositary shall execute and
     deliver a new Receipt or Receipts for any authorized number of ADSs
     requested, evidencing the same aggregate number of ADSs as the Receipt or
     Receipts surrendered.

(4)  PRE-CONDITIONS TO REGISTRATION, TRANSFER, ETC.

     As a condition precedent to the execution and delivery, registration of
     transfer, split-up, combination or surrender of any Receipt or withdrawal
     of any Deposited Securities, the Depositary or the Custodian may require
     (i) payment from the depositor of Shares or presenter of the Receipt of a
     sum sufficient to reimburse it for any tax or other governmental charge and
     any stock transfer or registration fee with respect thereto (including any
     such tax or charge and fee with respect to Shares being deposited or
     withdrawn) and payment of any applicable fees and charges of the Depositary
     as provided in the Deposit Agreement and in this Receipt, (ii) the
     production of proof satisfactory to it as to the identity and genuineness
     of any signature or any other matters and (iii) compliance with (A) any
     laws or governmental regulations relating to the execution and delivery of
     Receipts and ADSs or to the withdrawal of Deposited Securities and (B) such
     reasonable regulations of the Depositary or the Company consistent with the
     Deposit Agreement and applicable law.

     The issuance of ADSs against deposits of Shares generally or against
     deposits of particular Shares may be suspended, or the issuance of ADSs
     against the deposit of particular Shares may be withheld, or the
     registration of transfer of Receipts in particular instances may be
     refused, or the registration of transfer of Receipts generally may be
     suspended, during any period when the transfer books of the Depositary are
     closed or if any such action is deemed necessary or advisable by the
     Depositary or the Company, in good faith, at any time or from time to time
     because of any requirement of law, any government or governmental body or
     commission or any securities exchange upon which the Receipts or Share are
     listed, or under any provision of the Deposit Agreement or provisions of,
     or governing, the Deposited Securities or any meeting of shareholders of
     the Company or for any other reason, subject in all cases to Article (22)
     hereof. Notwithstanding any provision of the


                                       A-4

<PAGE>

     Deposit Agreement or this Receipt to the contrary, the Holders of Receipts
     are entitled to surrender outstanding ADSs to withdraw the Deposited
     Securities at any time subject only to (i) temporary delays caused by
     closing the transfer books of the Depositary or the Company or the deposit
     of Shares in connection with voting at a shareholders' meeting or the
     payment of dividends, (ii) the payment of fees, taxes and similar charges,
     (iii) compliance with any U.S. or foreign laws or governmental regulations
     relating to the Receipts or to the withdrawal of the Deposited Securities,
     and (iv) other circumstances specifically contemplated by Section I.A.(l)
     of the General Instructions to Form F-6 (as such General Instructions may
     be amended from time to time). Without limitation of the foregoing, the
     Depositary shall not knowingly accept for deposit under the Deposit
     Agreement any Shares or other Deposited Securities required to be
     registered under the provisions of the U.S. Securities Act of 1933, as
     amended, unless a registration statement is in effect as to such Shares.

(5)  COMPLIANCE WITH INFORMATION REQUESTS

     Notwithstanding any other provision of the Deposit Agreement or this
     Receipt, each Holder and Beneficial Owner of the ADSs represented hereby
     agrees to comply with requests from the Company pursuant to the laws of the
     Republic of the Philippines, the rules and requirements of the National
     Association of Securities Dealers and any other stock exchange on which the
     Shares are, or will be registered, traded or listed, the Company's Articles
     of Incorporation and Bylaws, which are made to provide information as to
     the capacity in which such Holder or Beneficial Owner owns ADSs and
     regarding the identity of any other person interested in such ADSs and the
     nature of such interest and various other matters whether or not they are
     Holders and/or Beneficial Owner at the time of such request. The Depositary
     agrees to use reasonable efforts to forward any such requests to the
     Holders and to forward to the Company any such responses to such requests
     received by the Depositary.

(6)  LIABILITY OF HOLDER FOR TAXES, DUTIES AND OTHER CHARGES

     If any tax or other governmental charge shall become payable by the
     Depositary or the Custodian with respect to any Receipt or any Deposited
     Securities or ADSs, such tax, or other governmental charge shall be payable
     by the Holders and Beneficial Owners to the Depositary. The Company, the
     Custodian and/or the Depositary may withhold or deduct from any
     distributions made in respect of Deposited Securities and may sell for the
     account of the Holder and/or Beneficial Owner any or all of the Deposited
     Securities and apply such distributions and sale proceeds in payment of
     such taxes (including applicable interest and penalties) or charges, with
     the Holder and the Beneficial Owner hereof remaining fully liable for any
     deficiency. The Custodian may refuse the deposit of Shares, and the
     Depositary may refuse to issue ADSs, to deliver Receipts, register the
     transfer, split-up or combination of ADRs and (subject to Article (22)
     hereof) the withdrawal of Deposited Securities, until payment in full of
     such tax, charge, penalty or interest is received. Every Holder and
     Beneficial Owner agrees to indemnify the Depositary, the Company, the
     Custodian and each of their respective agents, directors, employees and
     Affiliates for, and hold each of them harmless from, any claims with
     respect to taxes (including applicable interest and penalties thereon)
     arising from any tax benefit obtained for such Holder and/or Beneficial
     Owner.


                                       A-5

<PAGE>

     Holders understand that in converting Foreign Currency, amounts received on
     conversion are calculated at a rate which may exceed the number of decimal
     places used by the Depositary to report distribution rates (which in any
     case will not be less than two decimal places). Any excess amount may be
     retained by the Depositary as an additional cost of conversion,
     irrespective of any other fees and expenses payable or owing hereunder and
     shall not be subject to escheatment.

(7)  REPRESENTATIONS AND WARRANTIES OF DEPOSITORS

     Each person depositing Shares under the Deposit Agreement shall be deemed
     thereby to represent and warrant that (i) such Shares (and the certificates
     therefor) are duly authorized, validly issued, fully paid, non-assessable
     and were legally obtained by such person, (ii) all pre-emptive (and
     similar) rights, if any, with respect to such Shares, have been validly
     waived or exercised, (iii) the person making such deposit is duly
     authorized so to do, (iv) the Shares presented for deposit are free and
     clear of any lien, encumbrance, security interest, charge, mortgage or
     adverse claim and are not, and the ADSs issuable upon such deposit will not
     be, Restricted Securities and (v) the Shares presented for deposit have not
     been stripped of any rights or entitlements. Such representations and
     warranties shall survive the deposit and withdrawal of Shares and the
     issuance, cancellation and transfer of ADSs. If any such representations or
     warranties are false in any way, the Company and Depositary shall be
     authorized, at the cost and expense of the person depositing Shares, to
     take any and all actions necessary to correct the consequences thereof.

(8)  FILING PROOFS, CERTIFICATES AND OTHER INFORMATION

     Any person presenting Shares for deposit, any Holder and any Beneficial
     Owner may be required, and every Holder and Beneficial Owner agrees, from
     time to time to provide to the Depositary such proof of citizenship or
     residence, taxpayer status, payment of all applicable taxes or other
     governmental charges, exchange control approval, legal or beneficial
     ownership of ADSs and Deposited Securities, compliance with applicable laws
     and the terms of the Deposit Agreement and the provisions of, or governing,
     the Deposited Securities or other information as the Depositary deem
     necessary or proper or as the Company may reasonably require by written
     request to the Depositary consistent with its obligations under the Deposit
     Agreement. Subject to Article (22) hereof and the terms of the Deposit
     Agreement, the Depositary and the Registrar, as applicable, may withhold
     the delivery or registration of transfer of any Receipt or the distribution
     or sale of any dividend or other distribution of rights or of the proceeds
     thereof or the delivery of any Deposited Securities until such proof or
     other information is filed, or such certifications are executed, or such
     representations and warranties made, or such information and documentation
     are provided.

(9)  CHARGES OF DEPOSITARY

     The Depositary shall charge the following fees for the services performed
     under the terms of the Deposit Agreement; provided, however, that no fees
     shall be payable upon distribution of cash dividends so long as the
     charging of such fee is prohibited by the exchange, if any, upon which the
     ADSs are listed:


                                       A-6

<PAGE>

     (i)  to any person to whom ADSs are issued or to any person to whom a
          distribution is made in respect of ADS distributions pursuant to stock
          dividends or other free distributions of stock, bonus distributions,
          stock splits or other distributions (except where converted to cash),
          a fee not in excess of U.S. $5.00 per 100 ADSs (or fraction thereof)
          so issued under the terms of the Deposit Agreement to be determined by
          the Depositary;

     (ii) to any person surrendering ADSs for cancellation and withdrawal of
          Deposited Securities including, inter alia, cash distributions made
          pursuant to a cancellation or withdrawal, a fee not in excess of U.S.
          $5.00 per 100 ADSs (or fraction thereof) so surrendered;

     (iii) to any Holder of ADSs, a fee not in excess of U.S. $2.00 per 100 ADS
          held for the distribution of cash proceeds, including cash dividends
          or sale of rights and other entitlements, not made pursuant to a
          cancellation or withdrawal;

     (iv) to any holder of ADSs, a fee not in excess of U.S. $5.00 per 100 ADSs
          (or portion thereof) issued upon the exercise of rights;

     (v)  for the operation and maintenance costs in administering the ADSs an
          annual fee of U.S. $2.00 per 100 ADS; and

     (vi) in connection with inspections of the relevant share register
          maintained by the local registrar, if applicable undertaken by the
          Depositary, the Custodian or their respective agents: an annual fee of
          U.S. $1.00 per 100 ADS (such fee to be assessed against Holders of
          record as of the date or dates set by the Depositary as it sees fit
          and collected at the sole discretion of the Depositary by billing such
          Holders for such fee or by deducting such fee from one or more cash
          dividends or other cash distributions.

     In addition, Holders, Beneficial Owners, person depositing Shares for
     deposit and person surrendering ADSs for cancellation and withdrawal of
     Deposited Securities will be required to pay the following charges:

     (i)  taxes (including applicable interest and penalties) and other
          governmental charges;

     (ii) such registration fees as may from time to time be in effect for the
          registration of Shares or other Deposited Securities with the Foreign
          Registrar and applicable to transfers of Shares or other Deposited
          Securities to or from the name of the Custodian, the Depositary or any
          nominees upon the making of deposits and withdrawals, respectively;

     (iii) such cable, telex, facsimile and electronic transmission and delivery
          expenses as are expressly provided in the Deposit Agreement to be at
          the expense of the person depositing or withdrawing Shares or Holders
          and Beneficial Owners of ADSs;

     (iv) the expenses and charges incurred by the Depositary in the conversion
          of foreign currency;


                                       A-7

<PAGE>

     (v)  such fees and expenses as are incurred by the Depositary in connection
          with compliance with exchange control regulations and other regulatory
          requirements applicable to Shares, Deposited Securities, ADSs and
          ADRs;

     (vi) the fees and expenses incurred by the Depositary in connection with
          the delivery of Deposited Securities, including any fees of a central
          depository for securities in the local market, where applicable;

     (vii) any additional fees, charges, costs or expenses that may be incurred
          by the Depositary from time to time in connection with the ownership,
          holding, deposit, cancellation and withdrawal of Deposited Securites
          or ADRs, as the case may be.

     Any other charges and expenses of the Depositary under the Deposit
     Agreement will be paid by the Company upon agreement between the Depositary
     and the Company. All fees and charges may, at any time and from time to
     time, be changed by agreement between the Depositary and Company but, in
     the case of fees and charges payable by Holders or Beneficial Owners, only
     in the manner contemplated by Article (20) of this Receipt.

(10) TITLE TO RECEIPTS

     It is a condition of this Receipt, and every successive Holder of this
     Receipt by accepting or holding the same consents and agrees, that title to
     this Receipt (and to each ADS evidenced hereby) is transferable by delivery
     of the Receipt, provided it has been properly endorsed or accompanied by
     proper instruments of transfer, such Receipt being a certificated security
     under the laws of the State of New York. Notwithstanding any notice to the
     contrary, the Depositary may deem and treat the Holder of this Receipt
     (that is, the person in whose name this Receipt is registered on the books
     of the Depositary) as the absolute owner hereof for all purposes. The
     Depositary shall have no obligation or be subject to any liability under
     the Deposit Agreement or this Receipt to any holder of this Receipt or any
     Beneficial Owner unless such holder is the Holder of this Receipt
     registered on the books of the Depositary or, in the case of a Beneficial
     Owner, such Beneficial Owner or the Beneficial Owner's representative is
     the Holder registered on the books of the Depositary.

(11) VALIDITY OF RECEIPT

     This Receipt shall not be entitled to any benefits under the Deposit
     Agreement or be valid or enforceable for any purpose, unless this Receipt
     has been (i) dated, (ii) signed by the manual or facsimile signature of a
     duly authorized signatory of the Depositary, (iii) if a Registrar for the
     Receipts shall have been appointed, countersigned by the manual or
     facsimile signature of a duly authorized signatory of the Registrar and
     (iv) registered in the books maintained by the Depositary or the Registrar,
     as applicable, for the issuance and transfer of Receipts. Receipts bearing
     the facsimile signature of a duly-authorized signatory of the Depositary or
     the Registrar, who at the time of signature was a duly-authorized signatory
     of the Depositary or the Registrar, as the case may be, shall bind the
     Depositary, notwithstanding the fact that such signatory has ceased to be
     so authorized prior to the execution and delivery of such Receipt by the
     Depositary or did not hold such office on the date of issuance of such
     Receipts.


                                       A-8

<PAGE>

(12) AVAILABLE INFORMATION; REPORTS; INSPECTION OF TRANSFER BOOKS

     The Company is subject to the periodic reporting requirements of the
     Exchange Act and accordingly files certain information with the Commission.
     These reports and documents can be inspected and copied at the public
     reference facilities maintained by the Commission located at 100 F Street,
     N.E., Washington D.C. 20549. The Depositary shall make available during
     normal business hours on any Business Day for inspection by Holders at its
     Principal Office any reports and communications, including any proxy
     soliciting materials, received from the Company which are both (a) received
     by the Depositary, the Custodian, or the nominee of either of them as the
     holder of the Deposited Securities and (b) made generally available to the
     holders of such Deposited Securities by the Company.

     The Depositary or the Registrar, as applicable, shall keep books for the
     registration of Receipts and transfers of Receipts which at all reasonable
     times shall be open for inspection by the Company and by the Holders of
     such Receipts, provided that such inspection shall not be, to the
     Depositary's or the Registrar's knowledge, for the purpose of communicating
     with Holders of such Receipts in the interest of a business or object other
     than the business of the Company or other than a matter related to the
     Deposit Agreement or the Receipts.

     The Depositary or the Registrar, as applicable, may close the transfer
     books with respect to the Receipts, at any time or from time to time, when
     deemed necessary or advisable by it in good faith in connection with the
     performance of its duties hereunder, or at the reasonable written request
     of the Company subject, in all cases, to Article (22) hereof.

     Dated:
            -------------------------

                                        DEUTSCHE BANK TRUST
                                        COMPANY AMERICAS, as Depositary


                                        By:
                                            ------------------------------------
                                            Vice President

     The address of the Principal Office of the Depositary is 60 Wall Street,
     New York, New York 10005, U.S.A.


                                       A-9
<PAGE>

                                   EXHIBIT B

                          [FORM OF REVERSE OF RECEIPT]

                    SUMMARY OF CERTAIN ADDITIONAL PROVISIONS
                            OF THE DEPOSIT AGREEMENT

(13) DIVIDENDS AND DISTRIBUTIONS IN CASH, SHARES, ETC.

     Whenever the Depositary receives confirmation from the Custodian of receipt
     of any cash dividend or other cash distribution on any Deposited
     Securities, or receives proceeds from the sale of any Shares, rights
     securities or other entitlements under the Deposit Agreement, the
     Depositary will, if at the time of receipt thereof any amounts received in
     a foreign currency can, in the judgment of the Depositary (upon the terms
     of the Deposit Agreement), be converted on a practicable basis, into
     Dollars transferable to the United States, promptly convert or cause to be
     converted such dividend, distribution or proceeds into Dollars and will
     distribute promptly the amount thus received (net of applicable fees and
     charges of, and expenses incurred by, the Depositary and taxes withheld) to
     the Holders of record as of the ADS Record Date in proportion to the number
     of ADS representing such Deposited Securities held by such Holders
     respectively as of the ADS Record Date. The Depositary shall distribute
     only such amount, however, as can be distributed without attributing to any
     Holder a fraction of one cent. Any such fractional amounts shall be rounded
     to the nearest whole cent and so distributed to Holders entitled thereto.
     If the Company, the Custodian or the Depositary is required to withhold and
     does withhold from any cash dividend or other cash distribution in respect
     of any Deposited Securities an amount on account of taxes, duties or other
     governmental charges, the amount distributed to Holders on the ADSs
     representing such Deposited Securities shall be reduced accordingly. Such
     withheld amounts shall be forwarded by the Company, the Custodian or the
     Depositary to the relevant governmental authority. Any foreign currency
     received by the Depositary shall be converted upon the terms and conditions
     set forth in the Deposit Agreement.

     If any distribution upon any Deposited Securities consists of a dividend
     in, or free distribution of, Shares, the Company shall or cause such Shares
     to be deposited with the Custodian and registered, as the case may be, in
     the name of the Depositary, the Custodian or their nominees. Upon receipt
     of confirmation of such deposit, the Depositary shall, subject to and in
     accordance with the Deposit Agreement, establish the ADS Record Date and
     either (i) distribute to the Holders as of the ADS Record Date in
     proportion to the number of ADSs held as of the ADS Record Date, additional
     ADSs, which represent in aggregate the number of Shares received as such
     dividend, or free distribution, subject to the terms of the Deposit
     Agreement (including, without limitation, the applicable fees and charges
     of, and expenses incurred by, the Depositary, and taxes), or (ii) if
     additional ADSs are not so distributed, each ADS issued and outstanding
     after the ADS Record Date shall, to the extent permissible by law,
     thenceforth also represent rights and interest in the additional Shares
     distributed upon the Deposited Securities represented thereby (net of the
     applicable fees and charges of, and the expenses incurred by, the
     Depositary, and taxes). In lieu of delivering fractional ADSs, the
     Depositary shall sell the number of Shares represented by the aggregate of
     such fractions and distribute the proceeds upon the terms set forth in the
     Deposit Agreement.


                                      B-1

<PAGE>

     In the event that (x) the Depositary determines that any distribution in
     property (including Shares) is subject to any tax or other governmental
     charges which the Depositary is obligated to withhold, or, (y) if the
     Company, in the fulfilment of its obligations under the Deposit Agreement,
     has either (a) furnished an opinion of U.S. counsel determining that Shares
     must be registered under the Securities Act or other laws in order to be
     distributed to Holders (and no such registration statement has been
     declared effective), or (b) fails to timely deliver the documentation
     contemplated in the Deposit Agreement, the Depositary may dispose of all or
     a portion of such property (including Shares and rights to subscribe
     therefor) in such amounts and in such manner, including by public or
     private sale, as the Depositary deems necessary and practicable, and the
     Depositary shall distribute the net proceeds of any such sale (after
     deduction of taxes and fees and charges of, and expenses incurred by, the
     Depositary) to Holders entitled thereto upon the terms of the Deposit
     Agreement. The Depositary shall hold and/or distribute any unsold balance
     of such property in accordance with the provisions of the Deposit
     Agreement.

     Upon timely receipt of a notice indicating that the Company wishes an
     elective distribution to be made available to Holders upon the terms
     described in the Deposit Agreement, the Depositary shall, upon provision of
     all documentation required under the Deposit Agreement, (including, without
     limitation, any legal opinions of counsel the Depositary may request under
     the Deposit Agreement) determine whether such distribution is lawful and
     reasonably practicable. If so, the Depositary shall, subject to the terms
     and conditions of the Deposit Agreement, establish an ADS Record Date
     according to Article (14) hereof and establish procedures to enable the
     Holder hereof to elect to receive the proposed distribution in cash or in
     additional ADSs. If a Holder elects to receive the distribution in cash,
     the dividend shall be distributed as in the case of a distribution in cash.
     If the Holder hereof elects to receive the distribution in additional ADSs,
     the distribution shall be distributed as in the case of a distribution in
     Shares upon the terms described in the Deposit Agreement. If such elective
     distribution is not lawful or reasonably practicable or if the Depositary
     did not receive satisfactory documentation set forth in the Deposit
     Agreement, the Depositary shall, to the extent permitted by law, distribute
     to Holders, on the basis of the same determination as is made in the local
     market in respect of the Shares for which no election is made, either (x)
     cash or (y) additional ADSs representing such additional Shares, in each
     case, upon the terms described in the Deposit Agreement. Nothing herein
     shall obligate the Depositary to make available to the Holder hereof a
     method to receive the elective distribution in Shares (rather than ADSs).
     There can be no assurance that the Holder hereof will be given the
     opportunity to receive elective distributions on the same terms and
     conditions as the holders of Shares.

     Upon receipt by the Depositary of a notice indicating that the Company
     wishes rights to subscribe for additional Shares to be made available to
     Holders of ADSs, the Company shall determine whether it is lawful and
     reasonably practicable to make such rights available to the Holders. The
     Depositary shall make such rights available to any Holders only if the
     Company shall have timely requested that such rights be made available to
     Holders, the Depositary shall have received the documentation required by
     the Deposit Agreement, and the Depositary shall have determined that such
     distribution of rights is lawful and reasonably practicable. If such
     conditions are not satisfied, the Depositary shall sell the rights as
     described below. In the event all conditions set forth above are satisfied,
     the Depositary shall establish an ADS Record


                                      B-2

<PAGE>

     Date and establish procedures (x) to distribute such rights (by means of
     warrants or otherwise) and (y) to enable the Holders to exercise the rights
     (upon payment of the applicable fees and charges of, and expenses incurred
     by, the Depositary and taxes). Nothing herein or in the Deposit Agreement
     shall obligate the Depositary to make available to the Holders a method to
     exercise such rights to subscribe for Shares (rather than ADSs). If (i) the
     Company does not timely request the Depositary to make the rights available
     to Holders or if the Company requests that the rights not be made available
     to Holders, (ii) the Depositary fails to receive the documentation required
     by the Deposit Agreement or determines it is not lawful or reasonably
     practicable to make the rights available to Holders, or (iii) any rights
     made available are not exercised and appear to be about to lapse, the
     Depositary shall determine whether it is lawful and reasonably practicable
     to sell such rights, in a riskless principal capacity or otherwise, at such
     place and upon such terms (including public and private sale) as it may
     deem proper. The Depositary shall, upon such sale, convert and distribute
     proceeds of such sale (net of applicable fees and charges of, and expenses
     incurred by, the Depositary and taxes) upon the terms hereof and in the
     Deposit Agreement. If the Depositary is unable to make any rights available
     to Holders or to arrange for the sale of the rights upon the terms
     described above, the Depositary shall allow such rights to lapse. The
     Depositary shall not be responsible for (i) any failure to determine that
     it may be lawful or feasible to make such rights available to Holders in
     general or any Holders in particular, (ii) any foreign exchange exposure or
     loss incurred in connection with such sale, or exercise, or (iii) the
     content of any materials forwarded to the Holders on behalf of the Company
     in connection with the rights distribution.

     Notwithstanding anything herein to the contrary, if registration (under the
     Securities Act or any other applicable law) of the rights or the securities
     to which any rights relate may be required in order for the Company to
     offer such rights or such securities to Holders and to sell the securities
     represented by such rights, the Depositary will not distribute such rights
     to the Holders (i) unless and until a registration statement under the
     Securities Act covering such offering is in effect or (ii) unless the
     Company furnishes to the Depositary opinion(s) of counsel for the Company
     in the United States and counsel to the Company in any other applicable
     country in which rights would be distributed, in each case reasonably
     satisfactorily to the Depositary, to the effect that the offering and sale
     of such securities to Holders and Beneficial Owners are exempt from, or do
     not require registration under, the provisions of the Securities Act or any
     other applicable laws. In the event that the Company, the Depositary or the
     Custodian shall be required to withhold and does withhold from any
     distribution of property (including rights) an amount on account of taxes
     or other governmental charges, the amount distributed to the Holders shall
     be reduced accordingly. In the event that the Depositary determines that
     any distribution in property (including Shares and rights to subscribe
     therefor) is subject to any tax or other governmental charges which the
     Depositary is obligated to withhold, the Depositary may dispose of all or a
     portion of such property (including Shares and rights to subscribe
     therefor) in such amounts and in such manner, including by public or
     private sale, as the Depositary deems necessary and practicable to pay any
     such taxes or charges.

     There can be no assurance that Holders generally, or any Holder in
     particular, will be given the opportunity to exercise rights on the same
     terms and conditions as the holders of Shares or to exercise such rights.
     Nothing herein shall obligate the


                                      B-3

<PAGE>

     Company to file any registration statement in respect of any rights or
     Shares or other securities to be acquired upon the exercise of such rights.

     Upon receipt of a notice regarding property other than cash, Shares or
     rights to purchase additional Shares, to be made to Holders of ADSs, the
     Depositary shall determine, upon consultation with the Company, whether
     such distribution to Holders is lawful and reasonably practicable. The
     Depositary shall not make such distribution unless (i) the Company shall
     have timely requested the Depositary to make such distribution to Holders,
     (ii) the Depositary shall have received the documentation required by the
     Deposit Agreement, and (iii) the Depositary shall have determined that such
     distribution is lawful and reasonably practicable. Upon satisfaction of
     such conditions, the Depositary shall distribute the property so received
     to the Holders of record as of the ADS Record Date, in proportion to the
     number of ADSs held by such Holders respectively and in such manner as the
     Depositary may deem practicable for accomplishing such distribution (i)
     upon receipt of payment or net of the applicable fees and charges of, and
     expenses incurred by, the Depositary, and (ii) net of any taxes withheld.
     The Depositary may dispose of all or a portion of the property so
     distributed and deposited, in such amounts and in such manner (including
     public or private sale) as the Depositary may deem practicable or necessary
     to satisfy any taxes (including applicable interest and penalties) or other
     governmental charges applicable to the distribution.

     If the conditions above are not satisfied, the Depositary shall sell or
     cause such property to be sold in a public or private sale, at such place
     or places and upon such terms as it may deem proper and shall distribute
     the proceeds of such sale received by the Depositary (net of (a) applicable
     fees and charges of, and expenses incurred by, the Depositary and (b)
     taxes) to the Holders upon the terms hereof and of the Deposit Agreement.
     If the Depositary is unable to sell such property, the Depositary may
     dispose of such property in any way it deems reasonably practicable under
     the circumstances.

(14) FIXING OF RECORD DATE

     Whenever necessary in connection with any distribution (whether in cash,
     shares, rights or other distribution), or whenever for any reason the
     Depositary causes a change in the number of Shares that are represented by
     each ADS, or whenever the Depositary shall receive notice of any meeting of
     holders of Shares or other Deposited Securities, or whenever the Depositary
     shall find it necessary or convenient in connection with the giving of any
     notice, or any other matter, the Depositary shall fix a record date ("ADS
     RECORD DATE") for the determination of the Holders who shall be entitled to
     receive such distribution, to give instructions for the exercise of voting
     rights at any such meeting, or to give or withhold such consent, or to
     receive such notice or solicitation or to otherwise take action, or to
     exercise the rights of Holders with respect to such changed number of
     Shares represented by each ADS. Subject to applicable law and the terms and
     conditions of this Receipt and the Deposit Agreement, only the Holders of
     record at the close of business in New York on such ADS Record Date shall
     be entitled to receive such distributions, to give such voting
     instructions, to receive such notice or solicitation, or otherwise take
     action.


                                      B-4

<PAGE>

(15) VOTING OF DEPOSITED SECURITIES

     As soon as practicable after receipt of notice of any meeting at which the
     holders of Shares are entitled to vote, or of solicitation of consents or
     proxies from holders of Shares or other Deposited Securities, the
     Depositary shall fix the ADS Record Date in respect of such meeting or
     solicitation of such consent or proxy. The Depositary shall, if requested
     by the Company in writing in a timely manner (the Depositary having no
     obligation to take any further action if the request shall not have been
     received by the Depositary at least 30 days prior to the date of such vote
     or meeting), at the Company's expense and provided no U.S. legal
     prohibitions exist, mail by ordinary, regular mail delivery or by
     electronic transmission (if agreed by the Company and the Depositary),
     unless otherwise agreed in writing by the Company and the Depositary, to
     Holders as of the ADS Record Date: (a) such notice of meeting or
     solicitation of consent or proxies; (b) a statement that the Holders as of
     the ADS Record Date will be entitled, subject to any applicable law, the
     provisions of the Deposit Agreement, the Company's Articles of
     Incorporation and Bylaws and the provisions of or governing Deposited
     Securities (which provisions, if any, shall be summarized in pertinent part
     by the Company), to instruct the Depositary as to the exercise of the
     voting rights, if any, pertaining to the Shares or other Deposited
     Securities represented by such Holder's ADSs; and (c) a brief statement as
     to the manner in which such instructions may be given. Upon the timely
     receipt of written instructions of a Holder of ADSs on the ADS Record Date,
     the Depositary shall endeavour, insofar as practicable and permitted under
     applicable law and the provisions of the Company's Articles of
     Incorporation and Bylaws and the provisions of the Deposited Securities, to
     vote or cause the Custodian to vote the Shares and/or other Deposited
     Securities represented by ADSs held by such Holder in accordance with such
     instructions.

     Neither the Depositary nor the Custodian shall, under any circumstances
     exercise any discretion as to voting, and neither the Depositary nor the
     Custodian shall vote, attempt to exercise the right to vote, or in any way
     make use of, for purposes of establishing a quorum or otherwise the Shares
     or other Deposited Securities represented by ADSs except pursuant to and in
     accordance with such written instructions from Holders. Shares or other
     Deposited Securities represented by ADSs for which no specific voting
     instructions are received by the Depositary from the Holder shall not be
     voted.

     Notwithstanding the above, and in accordance with Section 5.3 of the
     Deposit Agreement, the Depositary shall not be liable for any failure to
     carry out any instructions to vote any of the Deposited Securities, or for
     the manner in which such vote is cast or the effect of any such vote.

(16) CHANGES AFFECTING DEPOSITED SECURITIES

     Upon any change in par value, split-up, cancellation, consolidation or any
     other reclassification of Deposited Securities, or upon any
     recapitalization, reorganization, merger or consolidation or sale of assets
     affecting the Company or to which it otherwise is a party, any securities
     which shall be received by the Depositary or a Custodian in exchange for,
     or in conversion of or replacement or otherwise in respect of, such
     Deposited Securities shall, to the extent permitted by law, be treated as
     new Deposited Securities under the Deposit Agreement, and the Receipts
     shall, subject to


                                      B-5

<PAGE>

     the provisions of the Deposit Agreement and applicable law, evidence ADSs
     representing the right to receive such additional securities.
     Alternatively, the Depositary may, with the Company's approval, and shall,
     if the Company shall so request, subject to the terms of the Deposit
     Agreement and receipt of satisfactory documentation contemplated by the
     Deposit Agreement, execute and deliver additional Receipts as in the case
     of a stock dividend on the Shares, or call for the surrender of outstanding
     Receipts to be exchanged for new Receipts, in either case, as well as in
     the event of newly deposited Shares, with necessary modifications to this
     form of Receipt specifically describing such new Deposited Securities
     and/or corporate change. Notwithstanding the foregoing, in the event that
     any security so received may not be lawfully distributed to some or all
     Holders, the Depositary may, with the Company's approval, and shall if the
     Company requests, subject to receipt of satisfactory legal documentation
     contemplated in the Deposit Agreement, sell such securities at public or
     private sale, at such place or places and upon such terms as it may deem
     proper and may allocate the net proceeds of such sales (net of fees and
     charges of, and expenses incurred by, the Depositary and taxes) for the
     account of the Holders otherwise entitled to such securities and distribute
     the net proceeds so allocated to the extent practicable as in the case of a
     distribution received in cash pursuant to the Deposit Agreement. The
     Depositary shall not be responsible for (i) any failure to determine that
     it may be lawful or feasible to make such securities available to Holders
     in general or any Holder in particular, (ii) any foreign exchange exposure
     or loss incurred in connection with such sale, or (iii) any liability to
     the purchaser of such securities.

(17) EXONERATION

     Neither the Depositary, the Custodian or the Company shall be obligated to
     do or perform any act which is inconsistent with the provisions of the
     Deposit Agreement or shall incur any liability (i) if the Depositary, the
     Custodian or the Company or their respective controlling persons or agents
     shall be prevented or forbidden from, or subjected to any civil or criminal
     penalty or restraint on account of, or delayed in, doing or performing any
     act or thing required by the terms of the Deposit Agreement and this
     Receipt, by reason of any provision of any present or future law or
     regulation of the United States, the Republic of the Philippines or any
     other country, or of any other governmental authority or regulatory
     authority or stock exchange, or by reason of any provision, present or
     future of the Company's Articles of Incorporation and Bylaws or any
     provision of or governing any Deposited Securities, or by reason of any act
     of God or war or other circumstances beyond its control, (including,
     without limitation, nationalization, expropriation, currency restrictions,
     work stoppage, strikes, civil unrest, revolutions, rebellions, explosions
     and computer failure), (ii) by reason of any exercise of, or failure to
     exercise, any discretion provided for in the Deposit Agreement or in the
     Company's Articles of Incorporation and Bylaws or provisions of or
     governing Deposited Securities, (iii) for any action or inaction of the
     Depositary, the Custodian or the Company or their respective controlling
     persons or agents in reliance upon the advice of or information from legal
     counsel, accountants, any person presenting Shares for deposit, any Holder,
     any Beneficial Owner or authorized representative thereof, or any other
     person believed by it in good faith to be competent to give such advice or
     information, (iv) for any inability by a Holder or Beneficial Owner to
     benefit from any distribution, offering, right or other benefit which is
     made available to holders of Deposited Securities but is not, under the
     terms


                                      B-6

<PAGE>

     of the Deposit Agreement, made available to Holders of ADS or (v) for any
     consequential or punitive damages for any breach of the terms of the
     Deposit Agreement. The Depositary, its controlling persons, its agents, any
     Custodian and the Company, its controlling persons and its agents may rely
     and shall be protected in acting upon any written notice, request, opinion
     or other document believed by it to be genuine and to have been signed or
     presented by the proper party or parties. No disclaimer of liability under
     the Securities Act is intended by any provision of the Deposit Agreement.

(18) STANDARD OF CARE

     The Company and the Depositary and their respective agents assume no
     obligation and shall not be subject to any liability under the Deposit
     Agreement or the Receipts to Holders or Beneficial Owners or other persons,
     except in accordance with Section 5.8 of the Deposit Agreement, provided,
     that the Company and the Depositary and their respective agents agree to
     perform their respective obligations specifically set forth in the Deposit
     Agreement without gross negligence, wilful misconduct or bad faith. The
     Depositary and its agents shall not be liable for any failure to carry out
     any instructions to vote any of the Deposited Securities, or for the manner
     in which any vote is cast or the effect of any vote, provided that any such
     action or omission is in good faith and in accordance with the terms of the
     Deposit Agreement. The Depositary shall not incur any liability for any
     failure to determine that any distribution or action may be lawful or
     reasonably practicable, for the content of any information submitted to it
     by the Company for distribution to the Holders or for any inaccuracy of any
     translation thereof, for any investment risk associated with acquiring an
     interest in the Deposited Securities, for the validity or worth of the
     Deposited Securities or for any tax consequences that may result from the
     ownership of ADSs, Shares or Deposited Securities, for the
     credit-worthiness of any third party, for allowing any rights to lapse upon
     the terms of the Deposit Agreement or for the failure or timeliness of any
     notice from the Company. In no event shall the Depositary or any of its
     Agents be liable for any indirect, special, punitive or consequential
     damage.

(19) RESIGNATION AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF SUCCESSOR
     DEPOSITARY

     The Depositary may at any time resign as Depositary under the Deposit
     Agreement by written notice of resignation delivered to the Company, such
     resignation to be effective on the earlier of (i) the 90th day after
     delivery thereof to the Company, or (ii) upon the appointment of a
     successor depositary and its acceptance of such appointment as provided in
     the Deposit Agreement, save that, any amounts, fees, costs or expenses owed
     to the Depositary under the Deposit Agreement or in accordance with any
     other agreements otherwise agreed in writing between the Company and the
     Depositary from time to time shall be paid to the Depositary prior to such
     resignation. The Company shall use reasonable efforts to appoint such
     successor depositary, and give notice to the Depositary of such
     appointment, not more than 90 days after delivery by the Depositary of
     written notice of resignation as provided in the Deposit Agreement. The
     Depositary may at any time be removed by the Company by written notice of
     such removal which notice shall be effective on the later of (i) the 90th
     day after delivery thereof to the Depositary, or (ii) upon the appointment
     of a successor depositary and its acceptance of such appointment as


                                      B-7

<PAGE>

     provided in the Deposit Agreement save that, any amounts, fees, costs or
     expenses owed to the Depositary under the Deposit Agreement or in
     accordance with any other agreements otherwise agreed in writing between
     the Company and the Depositary from time to time shall be paid to the
     Depositary prior to such removal. In case at any time the Depositary acting
     hereunder shall resign or be removed, the Company shall use its reasonable
     efforts to appoint a successor depositary which shall be a bank or trust
     company having an office in the Borough of Manhattan, the City of New York.
     Every successor depositary shall execute and deliver to its predecessor and
     to the Company an instrument in writing accepting its appointment
     hereunder, and thereupon such successor depositary, without any further act
     or deed, shall become fully vested with all the rights, powers, duties and
     obligations of its predecessor. The predecessor depositary, upon payment of
     all sums due it and on the written request of the Company, shall (i)
     execute and deliver an instrument transferring to such successor all rights
     and powers of such predecessor hereunder (other than as contemplated in the
     Deposit Agreement), (ii) duly assign, transfer and deliver all right, title
     and interest to the Deposited Securities to such successor, and (iii)
     deliver to such successor a list of the Holders of all outstanding Receipts
     and such other information relating to Receipts and Holders thereof as the
     successor may reasonably request. Any such successor depositary shall
     promptly mail notice of its appointment to such Holders. Any corporation
     into or with which the Depositary may be merged or consolidated shall be
     the successor of the Depositary without the execution or filing of any
     document or any further act.

(20) AMENDMENT/SUPPLEMENT

     Subject to the terms and conditions of this Article (20), and applicable
     law, this Receipt and any provisions of the Deposit Agreement may at any
     time and from time to time be amended or supplemented by written agreement
     between the Company and the Depositary in any respect which they may deem
     necessary or desirable without the consent of the Holders or Beneficial
     Owners. Any amendment or supplement which shall impose or increase any fees
     or charges (other than the charges of the Depositary in connection with
     foreign exchange control regulations, and taxes and other governmental
     charges, delivery and other such expenses), or which shall otherwise
     materially prejudice any substantial existing right of Holders or
     Beneficial Owners, shall not, however, become effective as to outstanding
     Receipts until 30 days after notice of such amendment or supplement shall
     have been given to the Holders of outstanding Receipts. The parties hereto
     agree that any amendments or supplements which (i) are reasonably necessary
     (as agreed by the Company and the Depositary) in order for (a) the ADSs to
     be registered on Form F-6 under the Securities Act or (b) the ADSs or
     Shares to be traded solely in electronic book-entry form and (ii) do not in
     either such case impose or increase any fees or charges to be borne by
     Holders, shall be deemed not to prejudice any substantial rights of Holders
     or Beneficial Owners. Every Holder and Beneficial Owner at the time any
     amendment or supplement so becomes effective shall be deemed, by continuing
     to hold such ADS, to consent and agree to such amendment or supplement and
     to be bound by the Deposit Agreement as amended or supplemented thereby. In
     no event shall any amendment or supplement impair the right of the Holder
     to surrender such Receipt and receive therefor the Deposited Securities
     represented thereby, except in order to comply with mandatory provisions of
     applicable law. Notwithstanding the foregoing, if any governmental body
     should adopt new laws, rules or regulations which would require


                                      B-8

<PAGE>

     amendment or supplement of the Deposit Agreement to ensure compliance
     therewith, the Company and the Depositary may amend or supplement the
     Deposit Agreement and the Receipt at any time in accordance with such
     changed laws, rules or regulations. Such amendment or supplement to the
     Deposit Agreement in such circumstances may become effective before a
     notice of such amendment or supplement is given to Holders or within any
     other period of time as required for compliance with such laws, or rules or
     regulations.

(21) TERMINATION

     The Depositary shall, at any time at the written direction of the Company,
     terminate the Deposit Agreement by mailing notice of such termination to
     the Holders of all Receipts then outstanding at least 90 days prior to the
     date fixed in such notice for such termination provided that, the
     Depositary shall be reimbursed for any amounts, fees, costs or expenses
     owed to it in accordance with the terms of the Deposit Agreement and in
     accordance with any other agreements as otherwise agreed in writing between
     the Company and the Depositary from time to time, prior to such termination
     shall take effect. If 90 days shall have expired after (i) the Depositary
     shall have delivered to the Company a written notice of its election to
     resign, or (ii) the Company shall have delivered to the Depositary a
     written notice of the removal of the Depositary, and in either case a
     successor depositary shall not have been appointed and accepted its
     appointment as provided herein and in the Deposit Agreement, the Depositary
     may terminate the Deposit Agreement by mailing notice of such termination
     to the Holders of all Receipts then outstanding at least 30 days prior to
     the date fixed for such termination. On and after the date of termination
     of the Deposit Agreement, the Holder will, upon surrender of such Holder's
     Receipt at the Principal Office of the Depositary, upon the payment of the
     charges of the Depositary for the surrender of Receipts referred to in
     Article (2) hereof and in the Deposit Agreement and subject to the
     conditions and restrictions therein set forth, and upon payment of any
     applicable taxes or governmental charges, be entitled to delivery, to him
     or upon his order, of the amount of Deposited Securities represented by
     such Receipt. If any Receipts shall remain outstanding after the date of
     termination of the Deposit Agreement, the Registrar thereafter shall
     discontinue the registration of transfers of Receipts, and the Depositary
     shall suspend the distribution of dividends to the Holders thereof, and
     shall not give any further notices or perform any further acts under the
     Deposit Agreement, except that the Depositary shall continue to collect
     dividends and other distributions pertaining to Deposited Securities, shall
     sell rights as provided in the Deposit Agreement, and shall continue to
     deliver Deposited Securities, subject to the conditions and restrictions
     set forth in the Deposit Agreement, together with any dividends or other
     distributions received with respect thereto and the net proceeds of the
     sale of any rights or other property, in exchange for Receipts surrendered
     to the Depositary (after deducting, or charging, as the case may be, in
     each case the charges of the Depositary for the surrender of a Receipt, any
     expenses for the account of the Holder in accordance with the terms and
     conditions of the Deposit Agreement and any applicable taxes or
     governmental charges or assessments). At any time after the expiration of
     one year from the date of termination of the Deposit Agreement, the
     Depositary may sell the Deposited Securities then held hereunder and may
     thereafter hold uninvested the net proceeds of any such sale, together with
     any other cash then held by it hereunder, in an unsegregated account,
     without liability for interest for the pro rata benefit of the


                                      B-9

<PAGE>

     Holders of Receipts whose Receipts have not theretofore been surrendered.
     After making such sale, the Depositary shall be discharged from all
     obligations under the Deposit Agreement with respect to the Receipts and
     the Shares, Deposited Securities and ADSs, except to account for such net
     proceeds and other cash (after deducting, or charging, as the case may be,
     in each case the charges of the Depositary for the surrender of a Receipt,
     any expenses for the account of the Holder in accordance with the terms and
     conditions of the Deposit Agreement and any applicable taxes or
     governmental charges or assessments). Upon the termination of the Deposit
     Agreement, the Company shall be discharged from all obligations under the
     Deposit Agreement except as set forth in the Deposit Agreement.

(22) COMPLIANCE WITH U.S. SECURITIES LAWS; REGULATORY COMPLIANCE

     Notwithstanding any provisions in this Receipt or the Deposit Agreement to
     the contrary, the withdrawal or delivery of Deposited Securities will not
     be suspended by the Company or the Depositary except as would be permitted
     by Section I.A.(1) of the General Instructions to the Form F-6 Registration
     Statement, as amended from time to time, under the Securities Act of 1933.

(23) CERTAIN RIGHTS OF THE DEPOSITARY; LIMITATIONS

     Subject to the further terms and provisions of this Article (23), the
     Depositary, its Affiliates and their agents, on their own behalf, may own
     and deal in any class of securities of the Company and its affiliates and
     in ADSs. The Depositary may issue ADSs against evidence of rights to
     receive Shares from the Company, any agent of the Company or any custodian,
     registrar, transfer agent, clearing agency or other entity involved in
     ownership or transaction records in respect of the Shares. Such evidence of
     rights shall consist of written blanket or specific guarantees of ownership
     of Shares furnished on behalf of the holder thereof. In its capacity as
     Depositary, the Depositary shall not lend Shares or ADSs; provided,
     however, that the Depositary may (i) issue ADSs prior to the receipt of
     Shares pursuant to Section 2.3 of the Deposit Agreement and (ii) deliver
     Shares prior to the receipt and cancellation of ADSs pursuant to Section
     2.6 of the Deposit Agreement, including ADSs which were issued under (i)
     above but for which Shares may not have been received (each such
     transaction a "PRE-RELEASE TRANSACTION"). The Depositary may receive ADSs
     in lieu of Shares under (i) above and receive Shares in lieu of ADSs under
     (ii) above. Each such Pre-Release Transaction will be (a) accompanied by or
     subject to a written agreement whereby the person or entity (the
     "APPLICANT") to whom ADSs or Shares are to be delivered (1) represents that
     at the time of the Pre-Release Transaction the Applicant or its customer
     owns the Shares or ADSs that are to be delivered by the Applicant under
     such Pre-Release Transaction, (2) agrees to indicate the Depositary as
     owner of such Shares or ADSs in its records and to hold such Shares or ADSs
     in trust for the Depositary until such Shares or ADSs are delivered to the
     Depositary or the Custodian, (3) unconditionally guarantees to deliver to
     the Depositary or the Custodian, as applicable, such Shares or ADSs and (4)
     agrees to any additional restrictions or requirements that the Depositary
     deems appropriate; (b) at all times fully collateralized with cash, U.S.
     government securities or such other collateral as the Depositary deems
     appropriate; (c) terminable by the Depositary on not more than five (5)
     business days' notice; and (d) subject to such further indemnities and
     credit regulations as the Depositary deems appropriate. The Depositary will
     normally limit the number of ADSs and Shares involved in such Pre-Release
     Transactions at any one


                                      B-10

<PAGE>

     time to thirty percent (30%) of the ADSs outstanding (without giving effect
     to ADSs outstanding under (i) above), provided, however, that the
     Depositary reserves the right to change or disregard such limit from time
     to time as it deems appropriate. The Depositary may also set limits with
     respect to the number of ADSs and Shares involved in Pre-Release
     Transactions with any one person on a case by case basis as it deems
     appropriate. The Depositary may retain for its own account any compensation
     received by it in conjunction with the foregoing. Collateral provided
     pursuant to (b) above, but not earnings thereon, shall be held for the
     benefit of the Holders (other than the Applicant).

(24) OWNERSHIP RESTRICTIONS

     Owners and Beneficial Owners shall comply with any limitations on ownership
     of Shares under the Articles of Incorporation of the Company or applicable
     Philippine law as if they held the number of Shares their American
     Depositary Shares represent. The Company shall inform the Owners,
     Beneficial Owners and the Depositary of any such ownership restrictions in
     place from time to time.


                                      B-11

<PAGE>

                   (ASSIGNMENT AND TRANSFER SIGNATURE LINES)

FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s) and
transfer(s) unto ______________________________ whose taxpayer identification
number is _______________________ and whose address including postal zip code is
____________________________, the within Receipt and all rights thereunder,
hereby irrevocably constituting and appointing ________________________________
attorney-in-fact to transfer said Receipt on the books of the Depositary with
full power of substitution in the premises.

Dated:
       ------------------------------
Name:
      -------------------------------


By:
    ---------------------------------
Title:
       ------------------------------

NOTICE: The signature of the Holder to this assignment must correspond with the
name as written upon the face of the within instrument in every particular,
without alteration or enlargement or any change whatsoever.

If the endorsement be executed by an attorney, executor, administrator, trustee
or guardian, the person executing the endorsement must give his/her full title
in such capacity and proper evidence of authority to act in such capacity, if
not on file with the Depositary, must be forwarded with this Receipt.

SIGNATURE GUARANTEED


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


                                      B-12