Roco Bunag Kapunan & Migallos

April 30, 1996 Roco Bunag Kapunan & Migallos 16th Flr., Strata 200 Building Emerald Ave., Pasig 1600 Metro Manila Attention : Atty . Solomon Hermosura S i r : This refers to your letter dated April 25, 1996 requesting opinion on whether SEC approval/registration is required on stock option plan adopted by a domestic banking corporation in favor of its officers and those of its subsidiaries. cdlex Please be advised that under Section 5(a-3) of the Revised Securities Act, shares of banking institutions are considered exempt securities. Said Section provides: "SECTION 5. Exempt securities . (a) Except as expressly provided, the requirements of registration under subsection (a) of Section four of this Act shall not apply to any of the following classes of securities: xxx xxx xxx (3) Any security issued or guaranteed by any banking institutions authorized to do business in the Philippines, the business of which is substantially confined to banking or financial institutions licensed in quasi-banking, and is supervised by the Central Bank. (Emphasis supplied) Accordingly, any form of issuance of shares (e.g. stock option plan) by a banking institution does not require prior approval by the SEC and/or registration under the Revised Securities Act. Very truly yours, (SGD.) FE ELOISA C. GLORIA Associate Commissioner