EEI Corporation

December 6, 2007 BIR RULING [DA-616-07] DA 397-04 EEI Corporation No. 12 Manggahan Street Bagumbayan Quezon City Attention: Mr. Manuel R. De Jesus Vice President & Controller Gentlemen : This refers to your letter dated August 31, 2007 stating that the EEI Retirement Plan (the Plan) is a BIR-approved reasonable private benefit plan within the contemplation of Section 32 (B) (6) (a) of the Tax Code, which was established by EEI Corporation (EEI) for the benefit of its employees; that in ERP73-2003 dated April 24, 2003, the BIR declared that the retirement benefits to be received by the employee-member shall be exempt from all taxes; the income of the Trust Fund from its investments are exempt from income tax; and that the contribution of the company to the retirement fund are deductible from its gross income; that initially, EEI appointed Rizal Commercial Banking Corporation (RCBC) Trust Division as trustee to manage and administer the funds held in deposit for the Plan; that pursuant to the resolution of EEI's board of directors. EEI decided to appoint EEI Retirement Fund, Inc. (ERFI), a non-stock corporation, as the new trustee of the Plan; and that the change of trustee did not modify the Plan in any way. TEDHaA Based on the foregoing representations, you now request for a ruling on the tax consequence relative to the change of trustee for the EEI Retirement Plan. In reply thereto, please be informed that the change of trustee of the EEI Retirement Plan from RCBC to ERFI for the purpose of consolidating the administration of the EEI Retirement Plan is not taxable, and therefore, all properties both real and personal, monies, shares of stock, etc., in the name of the former trustee may be transferred to the newly designated trustee. ( BIR Ruling No. 209-91 dated October 18, 1991 ) This ruling is being issued on the basis of the foregoing facts as represented. However, if upon investigation, it will be disclosed that the facts are different, then this ruling shall be considered null and void. SITCEA Very truly yours, (SGD.) JAMES H. ROLDAN Assistant Commissioner Legal Service