Sycip Salazar Hernandez & Gatmaitan

April 23, 1997 Sycip Salazar Hernandez & Gatmaitan All Asia Capital Center 105 Paseo De Roxas, 1226 City of Makati Attention : Attys . Cirilo T . Tolosa and Aristotle B . Batuhan Gentlemen : This refers to your letter dated March 24, 1997 requesting confirmation that the proposed " Stock Option Plan " of your client, Analog Devices, Inc., a foreign corporation based in Massachussetts, USA, to be granted to the employees of its subsidiaries in the Philippines does not require SEC registration. LibLex As a general rule , selling or offering of shares of stock in the Philippines is subject to registration under the Revised Securities Act (Sec. 4). However, the same Act allows exemptions if the Commission finds that registration of the transaction is not necessary for the protection of the investors by reason of the small amount or limited character of the offering (Sec. 6(b)). Thus, on the basis of said exemption allowed by laws the Commission, on several occasions, had treated "stock option plans" granted by foreign companies in favor of qualified employees of their Philippine subsidiaries as exempt transactions. Accordingly, if it can be shown that the offering of your client is limited only to the employees of its subsidiary corporations in the Philippines who are in a position to know the present affairs of the corporation and the risks of investing therein such that the registration of the shares to be offered is not necessary in the public interest and for the protection of the investors, the transaction may be exempted from the registration requirements under the Revised Securities Act provided that the following requirements shall be complied with: 1. Filing of a request for exemption from the registration requirements stating the reasons why it should be exempted under Section 6(b) of the Revised Securities Act; 2. Payment of exemption fee amounting to one-tenth of one per centum of the maximum aggregate price or issued value of the securities as required under Section 6(c) of the Revised Securities Act. LexLib Please be guided accordingly. Very truly yours, (SGD.) FE ELOISA C. GLORIA Associate Commissioner