Mr. Edmundo Unson, Jr.

November 4, 1981 Mr. Edmundo Unson, Jr. People's Surety & Insurance Co.,Inc. P. O. Box 1886, Manila Dear Mr. Unson: This refers to your letter dated October 13, 1981 seeking advice on whether or not it is legally feasible to change the corporate name of People's Surety & Insurance Co.,Inc. to "Mercantile-Yasuda Insurance Corporation" in view of the forthcoming investment to be made therein by Yasuda Fire & Marine Insurance Co.,Ltd. (a foreign corporation organized and existing under the laws of Tokyo, Japan) and the willingness of the Mercantile Insurance Co.,Inc. (an existing domestic insurance corporation) to invest and also allow the use of the name Mercantile. cdll Please note that a change in the corporate name may be legally effected by filing an amended articles of incorporation together with the Directors' Certificate duly certified under oath by the Corporate Secretary and a majority of the directors to the effect that such amendment has been approved by a majority vote of the stockholders representing at least 2/3 of the outstanding capital stock of the corporation (Sec. 16 of the Corporation Code, Batas Pambansa Blg. 68). Moreover, the same law prescribes that articles of incorporation or amendments thereto of corporations governed by special laws should be accompanied by a favorable recommendation of the appropriate government agency, to wit: SECTION 17. Grounds when articles of incorporation or amendments may be rejected or disapproved . .... No articles of incorporation or amendment to articles of incorporation of banks, banking and quasi-banking institutions, building and loan associations, trust companies and other financial intermediaries, insurance companies ,public utilities, educational institutions, and other corporations governed by special laws shall not be accepted or approved by the Commission unless accompanied by a favorable recommendation of the appropriate government agency to the effect that such articles or amendment is in accordance with law. Accordingly, the Office of the Insurance Commission (OIC) should favorably recommend the change in your corporate name and/or amendment to your articles of incorporation. Please be advised accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Associate Commissioner