Mr. Leonardo R. Reonal

February 4, 2002 SEC OPINION Mr. Leonardo R. Reonal Central Bancorporation 41/F Rufino Pacific Tower 6784 Ayala Avenue Makati City 1226 Dear Mr. Reonal, This has reference to your letter dated November 13, 2001 requesting opinion as to whether an assignee/nominee can still be elected director despite the revocation of the donation/assignment in his/her favor. Assuming that the revocation is valid and legal, a nominee/assignee against whom the donation/assignment or nominee agreement has already been revoked can no longer qualify to be a director. Section 23 of the Corporation Code provides that " Every director must own at least one (1) share of the capital stock of the corporation of which he is a director ,which share shall stand in his name on the books of the corporation." Ms. Butamayo can no longer qualify as a director of the corporation. The same is true if the document executed is a mere nominee agreement instead of a donation or assignment. However, such revocation, to bind the corporation and third parties, must be recorded in the stock and transfer book of the corporation. Thence, the name of the transferor must be entered in the stock and transfer book as the owner of the shares. Very truly yours, (SGD.) BENITO A. CATARAN Director Company Registration and Monitoring Department