F-6

As filed with the U.S. Securities and Exchange Commission on January 17, 2003

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM F-6

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by Global Depositary Receipts

Philippine Long Distance Telephone Company
(Exact name of issuer of deposited securities as specified in its charter)

Not applicable
(Translation of issuer’s name into English)

The Republic of the Philippines
(Jurisdiction of incorporation or organization of issuer)

JPMORGAN CHASE BANK
(Exact name of depositary as specified in its charter)

1 Chase Manhattan Plaza, New York, NY 10081
Telephone (212) 552-4944
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)

CT Corporation System
111 Eighth Avenue, 13^th Floor
New York, New York 10011
(212) 894-8940
(Address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Scott A. Ziegler, Esq.
Ziegler, Ziegler & Associates LLP
555 Madison Avenue, 11^th Floor
New York, New York 10022
(212) 319-7600

John Otoshi, Esq.
Dewey Ballantine LLP
Suite 701, Edinburgh Tower, The Landmark
15 Queen’s Road Central
Hong Kong
(852) 2509-7047

It is proposed that this filing become effective under Rule 466

        [ ]   immediately upon filing
[ ]   on (Date) at (Time)

             If a separate registration statement has been filed to register the deposited shares, check the following box. [ ]

CALCULATION OF REGISTRATION FEE

Title of each class of Securities to be registered	Amount to be registered	Proposed maximum aggregate price per unit (1)	Proposed maximum aggregate offering price (2)	Amount of registration fee
Global Depositary Shares evidenced by Global Depositary Receipts, each Global Depositary Share representing 1 share of Series III Convertible Preferred Stock of Philippine Long Distance Telephone Company	10,000,000 Global Depositary Shares	$0.05	$500,000	$46

(1)	Each Unit represents one Global Depositary Share.
(2)	Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of Global Depositary Receipts evidencing Global Depositary Shares.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

PART I
INFORMATION REQUIRED IN PROSPECTUS

         The Prospectus consists of the proposed form of Global Depositary Receipt (“GDR” or “Global Depositary Receipt”) included as Exhibit A to the Amendment to Deposit Agreement filed as Exhibit (a)(1) to this Registration Statement, which is incorporated herein by reference.

CROSS REFERENCE SHEET

Item 1.    DESCRIPTION OF SECURITIES TO BE REGISTERED

Item Number and Caption			Location in Form of Global Depositary Receipt Filed Herewith as Prospectus
(1)	Name and address of Depositary		Introductory paragraph
(2)	Title of Global Depositary Receipts and identity of deposited securities		Face of Global Depositary Receipt, top center
	Terms of Deposit:
	(i)	Amount of deposited securities represented by one unit of Global Depositary Shares	Face of Global Depositary Receipt, upper right corner
	(ii)	Procedure for voting, if any, the deposited securities	Paragraphs (20) and (21)
	(iii)	Collection and distribution of dividends	Paragraphs (15), (16), (17), (18) and (20)
	(iv)	Transmission of notices, reports and proxy soliciting material	Paragraphs (21) and (23)
	(v)	Sale or exercise of rights	Paragraph (17)
	(vi)	Deposit or sale of securities resulting from dividends, splits or plans of reorganization	Paragraphs (22)
	(vii)	Amendment, extension or termination of the Deposit Agreement	Paragraphs (29) and (30)
	(viii)	Rights of holders of receipts to inspect the transfer books of the Depositary and the list of Holders of receipts	Paragraph (23)
	(ix)	Restrictions upon the right to deposit or withdraw the underlying securities	Paragraphs (2), (3), (5), (6), (7) and (13)
	(x)	Limitation upon the liability of the Depositary	Paragraphs (25) and (26)
(3)	Fees and Charges		Paragraph (9)

Item 2.    AVAILABLE INFORMATION

Item Number and Caption		Location in Form of Global Depositary Receipt Filed Herewith as Prospectus
(b)	Statement that Philippine Long Distance Telephone Company is subject to the periodic reporting requirements of the Securities Exchange Act of 1934 and, accordingly, files certain reports with the Commission — and that such reports can be inspected by holders of GDRs and copied at public reference facilities maintained by the Commission in Washington, D.C.	Paragraph (14)

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.    EXHIBITS

(a)(1)	Form of Amendment No. 2 to Preferred Stock Deposit Agreement between JPMorgan Chase Bank, as successor depositary (the “Depositary”), and all holders from time to time of Global Depositary Receipts to be issued thereunder is filed herewith as Exhibit (a)(1).
(a)(2)	Amendment No. 1 to Preferred Stock Deposit Agreement dated as of September 6, 1999 between the Depositary and all holders from time to time of Global Depositary Receipts to be issued thereunder is filed herewith as Exhibit (a)(2).
(a)(3)	Deposit Agreement dated as of November 29, 1994 (the “Preferred Stock Deposit Agreement”) between the Depositary and all holders from time to time of Global Depositary Receipts to be issued thereunder is filed herewith as Exhibit (a)(3).
(b)(1)	Form of Amendment No. 2 to Preferred Stock Agreement between Philippine Long Distance Telephone Company (the “Company”) and the Depositary related to the Company’s Series III Convertible Preferred Stock and the deposit thereof in accordance with the Deposit Agreement, as amended is filed herewith as Exhibit (b)(1).
(b)(2)	Amendment No. 1 to Preferred Stock Agreement dated as of September 6, 1999 between the Company and the Depositary related to the Company’s Series III Convertible Preferred Stock and the deposit thereof in accordance with the Deposit Agreement, as amended is filed herewith as Exhibit (b)(2).
(b)(3)	Preferred Stock Agreement dated as of November 29, 1994 between the Company and the Depositary related to the Shares and the deposit thereof in accordance with the Deposit Agreement, as amended is filed herewith as Exhibit (b)(3).
(c)	Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. Not Applicable.

(d)	Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities being registered. Filed herewith as Exhibit (d).
(e)	Certification under Rule 466. Not applicable.
(f)	Power of Attorney. Included as part of the signature pages hereto.

Item 4.    UNDERTAKINGS

(a)

The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the Global Depositary Receipts, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.

(b)

If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of a Global Depositary Receipt thirty days before any change in the fee schedule.

SIGNATURE

         Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on January 16, 2003.

Legal entity created by the form of Deposit Agreement for the issuance of GDRs evidencing Global Depositary Shares
By:	JPMORGAN CHASE BANK, as Depositary
By:	/s/ Jordana Chutter
Name:	Jordana Chutter
Title:	Vice President

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Philippine Long Distance Telephone Company certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Makati, Metro Manila, Republic of the Philippines on January 13, 2003.

PHILIPPINE LONG DISTANCE TELEPHONE COMPANY
By:	/s/ Manuel V. Pangilinan
Name:	Manuel V. Pangilinan
Title:	President and Chief Executive Officer

By:	/s/ Anabelle L. Chua
Name:	Anabelle L. Chua
Title:	Treasurer and Senior Vice President

POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Manuel V. Pangilinan and Ma. Lourdes C. Rausa Chan, jointly and severally, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including pre-effective and post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

         Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by or on behalf of the following persons in the capacities indicated on January 13, 2003.

Name	Title
Antonio O. Cojuangco	Chairman of the Board
/s/ Manuel V. Pangilinan Manuel V. Pangilinan	Director, President and Chief Executive Officer

/s/ Anabelle L. Chua Anabelle L. Chua	Treasurer, Principal Financial Officer
/s/ Helen Y. Dee Helen Y. Dee	Director
/s/ Corazon S. de La Paz Corazon S. de La Paz	Director
Albert F. del Rosario	Director
/s/ Ray C. Espinosa Ray C. Espinosa	Director
/s/ Napoleon L. Nazareno Napoleon L. Nazareno	Director
/s/ Rev. Fr. Bienvenido F. Nebres, S.J. Rev. Fr. Bienvenido F. Nebres, S.J.	Director
/s/ Maria Lourdes C. Rausa-Chan Maria Lourdes C. Rausa-Chan	Director, Senior Vice President General Counsel and Corporate Secretary
Pedro E. Roxas	Director
/s/ Taketo Suzuki Taketo Suzuki	Director
Mitsuhiro Takase	Director
/s/ Ricardo R. Zarate Ricardo R. Zarate	Director
/s/ Celso T. Dimarucut Celso T. Dimarucut	Principal Accounting Officer

AUTHORIZED REPRESENTATIVE

         Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below in the City of Newark, State of Delaware on December 14, 2003, by the undersigned as the duly authorized representative of Philippine Long Distance Telephone Company in the United States.

PUGLISI AND ASSOCIATES
By:	/s/ Donald J. Puglisi
	Donald J. Puglisi

INDEX TO EXHIBITS

Exhibit Number		Sequentially Numbered Page
(a)(1)	Form of Amendment No. 2 to Preferred Stock Deposit Agreement
(a)(2)	Form of Amendment No. 1 to Preferred Stock Deposit Agreement
(a)(3)	Preferred Stock Deposit Agreement
(b)(1)	Form of Amendment No. 2 to Preferred Stock Agreement
(b)(2)	Amendment No. 1 to Preferred Stock Agreement
(b)(3)	Preferred Stock Agreement
(d)	Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities to be registered.

EX-99

                      AMENDMENT NO. 2 TO DEPOSIT AGREEMENT

         AMENDMENT NO. 2 (the "Amendment") dated as of January , 2003 to the
Preferred Stock Deposit Agreement dated as of November 29, 1994, as amended by
Amendment No. 1 to Preferred Stock Deposit Agreement dated as of September 6,
1999 (as so amended, the "Deposit Agreement") among JPMorgan Chase Bank, as
successor depositary, and all holders from time to time of Global Depositary
Receipts (the "GDRs") evidencing Global Depositary Shares ("GDSs") representing
Series III Convertible Preferred Stock ("Shares") of Philippine Long Distance
Telephone Company, a corporation organized under the laws of the Republic of the
Philippines, and its successors (the "Company").

                              W I T N E S S E T H:
                              - - - - - - - - - -

         WHEREAS, Citibank, N.A. and the holders of GDRs issued under the
Deposit Agreement entered into the Deposit Agreement for the purposes set forth
therein;

         WHEREAS, Citibank, N.A. has resigned as depositary under the Deposit
Agreement and the corresponding Preferred Stock Agreement dated as of November
29, 1994, as amended by Amendment No. 1 to Preferred Stock Agreement dated as of
September 6, 1999 between Citibank, N.A. and the Company (as so amended, the
"Preferred Stock Agreement") and the Company has appointed JPMorgan Chase Bank
as successor depositary under the Deposit Agreement and the Preferred Stock
Agreement;

         WHEREAS, JPMorgan Chase Bank has accepted its appointment as successor
depositary (the "Depositary") under the Deposit Agreement and Preferred Stock
Agreement;

         WHEREAS, the Company desires to continue to provide for the deposit of
Shares with the Depositary or the Custodian as agent for the Depositary and for
the execution and delivery of GDRs evidencing GDSs representing the Shares so
deposited;










         WHEREAS, the Depositary desires to amend and supplement the terms of
the Deposit Agreement and form of GDRs inter alia to reflect the appointment of
JPMorgan Chase Bank as the successor depositary.

         NOW, THEREFORE, the Depositary hereby amends and supplements the GDRs
and the Deposit Agreement, effective as of the Effective Date set forth in
Section 4.01 hereof, as follows:

                                    ARTICLE I

                                   DEFINITIONS

         Section 1.01. Definitions. All capitalized terms used but which are not
otherwise defined herein shall have the respective meanings given to them in the
Deposit Agreement.

                                   ARTICLE II

                         AMENDMENT TO DEPOSIT AGREEMENT

         Section 2.01. Except with respect to the Custodian, all references in
the Deposit Agreement to "Citibank, N.A." or the "Depositary" shall be
references to "JPMorgan Chase Bank".

         Section 2.02. All references in the Deposit Agreement to the "Deposit
Agreement" shall hereby mean the Deposit Agreement as amended and supplemented
by this Agreement and as further amended and supplemented from time to time.

         Section 2.03. Section 1.12 of the Deposit Agreement is amended to read
as follows:

              GDRs. The term "GDRs" shall mean the Global Depositary Receipts
     executed and delivered hereunder. GDRs may be either in physical
     certificated form or Direct Registration GDRs. GDRs in physical
     certificated form, and the terms and conditions governing the Direct
     Registration GDRs (as hereinafter defined), shall be substantially in the


                                        2









     form of Exhibit A annexed hereto (the "form of GDR"). The term "Direct
     Registration GDR" means an GDR, the ownership of which is recorded on the
     Direct Registration System. References to "GDRs" shall include certificated
     GDRs and Direct Registration GDRs, unless the context otherwise requires.
     The form of GDR is hereby incorporated herein and made a part hereof; the
     provisions of the form of GDR shall be binding upon the parties hereto.

         Section 2.04. Section 1.16 of the Deposit Agreement is amended by
replacing "Citicorp Trade Services, Limited, a corporation organized under the
laws of Hong Kong" with "Moxley & Co."

         Section 2.05. The address of the Depositary set forth in Section 1.18
of the Deposit Agreement is amended to read "1 Chase Manhattan Plaza, 40th
Floor, New York, New York 10081."

         Section 2.06. The following new definitions are inserted into Article I
of the Deposit Agreement:


     Section 1.23. Deliver, Execute, Issue, Register, Surrender, Transfer or
     Cancel . The terms "deliver", "execute", "issue", "register", "surrender",
     "transfer" or "cancel", when used with respect to Direct Registration GDRs,
     shall refer to an entry or entries or an electronic transfer or transfers
     in the Direct Registration System.

     Section 1.24. Direct Registration System. The term "Direct Registration
     System" means the system for the uncertificated registration of ownership
     of securities established by The Depository Trust & Clearing Corporation
     ("DTCC") and utilized by the Depositary pursuant to which the Depositary
     may record the ownership of GDRs without the issuance of a certificate,
     which ownership shall be evidenced by periodic statements issued by the
     Depositary to the Holders entitled thereto. For purposes hereof, the Direct
     Registration System shall include access to the Profile Modification System
     maintained by DTCC which provides for automated transfer of ownership
     between DTCC and the Depositary.

         Section 2.07. The first three paragraphs of Section 2.01 of the Deposit
Agreement are hereby amended to read as follows:

                                        3










     GDRs in certificated form shall be engraved, printed or otherwise
     reproduced at the discretion of the Depositary in accordance with its
     customary practices in its Global depositary receipt business, or at the
     request of the Company typewritten and photocopied on plain or safety
     paper, and shall be substantially in the form set forth in the form of GDR,
     with such changes as may be required by the Depositary or the Company to
     comply with their obligations hereunder, any applicable law, regulation or
     usage or to indicate any special limitations or restrictions to which any
     particular GDRs are subject. GDRs may be issued in denominations of any
     number of GDSs. GDRs in certificated form shall be executed by the
     Depositary by the manual or facsimile signature of a duly authorized
     officer of the Depositary. GDRs in certificated form bearing the facsimile
     signature of anyone who was at the time of execution a duly authorized
     officer of the Depositary shall bind the Depositary, notwithstanding that
     such officer has ceased to hold such office prior to the delivery of such
     GDRs.

              Notwithstanding anything in this Deposit Agreement or in the form
     of GDR to the contrary, GDSs shall be evidenced by Direct Registration
     GDRs, unless certificated GDRs are specifically requested by the Holder.

              Holders shall be bound by the terms and conditions of this Deposit
     Agreement and of the form of GDR, regardless of whether their GDRs are
     Direct Registration GDRs or certificated GDRs.

         Section 2.08. Section 2.03 of the Deposit Agreement is amended to
include the following at the conclusion thereof:

     Notwithstanding anything in this Deposit Agreement to the contrary, to the
     extent the Depositary so desires, GDSs shall be evidenced by GDR reflected
     on the Direct Registration System unless certificated GDRs are specifically
     requested by the Holder. At the request of a Holder, the Depositary shall,
     for the purpose of substituting a certificated GDR with a Direct
     Registration GDR, or vice versa, execute and deliver a certificated GDR or
     a Direct Registration GDR, as the case may be, for any authorized number of
     GDSs requested, evidencing the same aggregate number of GDSs as those
     evidenced by the certificated GDR or Direct Registration GDR, as the case
     may be, substituted.

         Section 2.09. Section 2.08 of the Deposit Agreement is amended to read
as follows:


     The Depositary shall execute and deliver a new Direct Registration GDR in
     exchange and substitution for any mutilated certificated GDR upon


                                        4









     cancellation thereof or in lieu of and in substitution for such destroyed,
     lost or stolen certificated GDR, unless the Depositary has notice that such
     GDR has been acquired by a bona fide purchaser, upon the Holder thereof
     filing with the Depositary a request for such execution and delivery and a
     sufficient indemnity bond and satisfying any other reasonable requirements
     imposed by the Depositary.

         Section 2.10. The following is inserted at the end of the first
paragraph of Section 5.02 of the Deposit Agreement:

     In no event shall the Depositary or any of its agents be liable for any
     indirect, special, punitive or consequential damages.

         Section 2.11. The first two sentences of Section 5.04 of the Deposit
Agreement are amended to read as follows:

              The Depositary may at any time resign as Depositary hereunder by
     30 days' written notice of its election so to do to the Company, such
     resignation to take effect upon the appointment of a successor depositary
     and its acceptance of such appointment as hereinafter provided. The
     Depositary may at any time be removed by the Company by 30 days prior
     written notice of such removal.

              In case at any time the Depositary acting hereunder resigns or is
     removed, the Company has agreed to use its best efforts to appoint a
     successor depositary, which shall be a bank or trust company having an
     office in the Borough of Manhattan, The City of New York.

         Section 2.12. The address of the Depositary set forth in second
paragraph of Section 7.05 of the Deposit Agreement is amended to read:


     JPMorgan Chase Bank, 1 Chase Manhattan Plaza, 40th Floor, New York, New
     York 10081, Attention: GDR Department, Fax: (212) 552-4084.


                                        5









                                   ARTICLE III

                            AMENDMENTS TO FORM OF GDR

         Section 3.01. The form of Receipt set forth in Exhibit A to the Deposit
Agreement (the "form of GDR") is amended as provided in this Article.

         Section 3.02. Except with respect to the Custodian, all references in
the form of GDR to "Citibank, N.A." or the "Depositary" shall be references to
"JPMorgan Chase Bank".

         Section 3.03. The initial paragraph of the form of GDR is amended to
read as follows:

     JPMORGAN CHASE BANK, a New York corporation, as depositary hereunder (the
     "Depositary"), hereby certifies that       is the owner of that number of
     Global Depositary Shares ("GDSs"), indicated on the records of the
     Depositary, representing deposited fully paid Series III Convertible
     Preferred Stock (the "Shares") convertible into Common Stock, including
     evidence of rights to receive such Shares (including, but not limited to,
     purchase invoices as may effectuate the legal transfer of title to shares
     under Philippine law), of Philippines Long Distance Telephone Company, a
     corporation organized under the laws of the Republic of the Philippines
     (the "Company"). At the date of the Deposit Agreement (as hereafter
     defined), each GDS represents one (1) Share deposited under the Deposit
     Agreement with the Custodian, which at the date of execution of the Deposit
     Agreement, as amended, is the Manila branch of Citibank, N.A. (the
     "Custodian"). The Deposit Agreement and this Global Depositary Receipt
     ("GDR") (which includes the provisions set forth on the reverse hereof)
     shall be governed by and construed in accordance with the laws of the
     State of New York.

         Section 3.04. The first sentence of paragraph (1) of the form of GDR is
amended to read as follows:

     This Global Depositary Receipt is issued pursuant to the Preferred Stock
     Deposit Agreement dated as of October 19, 1994, as amended as of January ,
     2003 (as so amended and further amended from time to time, the "Deposit
     Agreement"), by and among the Depositary and all Holders from time to time
     of GDRs issued thereunder, each of whom by accepting an GDR or acquiring
     any beneficial interest therein agrees to become a party


                                            6









     thereto and becomes bound by all terms and provisions thereof.

         Section 3.05. Paragraph (3) of the form of GDR is amended to include
the following sentence at the end of the second paragraph thereof:

     At the request of a Holder, the Depositary shall, for the purpose of
     substituting a certificated GDR with a Direct Registration GDR, or vice
     versa, execute and deliver a certificated GDR or a Direct Registration GDR,
     as the case may be, for any authorized number of GDSs requested, evidencing
     the same aggregate number of GDSs as those evidenced by the certificated
     GDR or Direct Registration GDR, as the case may be, substituted.

         Section 3.06. The following language is inserted at the end of the
first paragraph of paragraph (25) of the form of GDR:

     In no event shall the Depositary or any of its agents be liable for any
     indirect, special, punitive or consequential damages.

         Section 3.07. The first two paragraphs of Paragraph (27) of the form of
GDR are amended to read as follows:

              The Depositary may at any time resign as Depositary under the
     Deposit Agreement by 30 days' written notice of its election so to do to
     the Company, such resignation to take effect upon the appointment of a
     successor depositary and its acceptance of such appointment as provided in
     the Deposit Agreement. The Depositary may at any time be removed by the
     Company by 30 days prior written notice of such removal.

              In case at any time the Depositary acting under the Deposit
     Agreement resigns or is removed, the Company has agreed to use its best
     efforts to appoint a successor depositary, which shall be a bank or trust
     company having an office in the Borough of Manhattan, The City of New York.
     Any corporation into or with which the Depositary may be merged or
     consolidated will be the successor of the Depositary without the execution
     or filing of any document or any further act.


                                   ARTICLE IV


                                        7









                                  MISCELLANEOUS

         SECTION 4.01. Effective Date. This Amendment is dated as of the date
set forth above and shall be effective as of the time of effectiveness of the
Registration Statement on Form F-6 to be filed by the Depositary in connection
with its appointment as successor Depositary (the "Effective Date"). After the
Effective Date, the Depositary agrees to promptly mail notice of its appointment
to the Holders.

         SECTION 4.02. Outstanding GDRs. GDRs issued prior or subsequent to the
date hereof, which do not reflect the changes to the form of GDR effected hereby
(as set forth in Exhibit A hereto), do not need to be called in for exchange and
may remain outstanding until such time as the Holders thereof choose to
surrender them for any reason under the Deposit Agreement. The Depositary is
authorized and directed to take any and all actions deemed necessary to effect
the foregoing, including the printing or overstamping of the form of GDR to
reflect the changes to the form of GDR effected hereby.

         SECTION 4.03. Indemnification. The Depositary shall be entitled to the
benefits of the indemnification provisions of Section 5.09 of the Deposit
Agreement in connection with any and all liability it may incur as a result of
the terms of this Amendment and the transactions contemplated herein, subject to
the exceptions provided therein.

         SECTION 4.04. Ratification. Except as expressly amended hereby, the
terms, covenants and conditions of the Deposit Agreement, as originally
executed, shall remain in full force and effect.


                                        8









         IN WITNESS WHEREOF, the Depositary has duly executed this Amendment as
of the Effective Date and all holders shall become parties hereto upon
acceptance by them of GDRs issued in accordance with the terms hereof, by
continuing to hold their current GDRs or upon acquisition of any beneficial
interest in GDRs.

                                  JPMORGAN CHASE BANK



                                  By:
                                     -----------------------------------------
                                  Name:
                                  Title: Vice President


         Pursuant to the provisions of Section 6.01 of the Deposit Agreement,
the Company hereby consents to the terms of this Amendment No. 2 to Deposit
Agreement as executed by the Depositary.


PHILIPPINE LONG DISTANCE TELEPHONE COMPANY

By:
   ---------------------------------------
Name:
Title:


                                        9









Exhibit (a)

Number
       ------------------

                                             Global Depositary Shares (One
                                             Global Depositary Share
                                             Represents One Fully Paid Share of
                                             Series III Convertible Preferred
                                             Stock)

                   [FORM OF FACE OF GLOBAL DEPOSITARY RECEIPT]

                            GLOBAL DEPOSITARY RECEIPT

                                   evidencing

                            GLOBAL DEPOSITARY SHARES

                                  representing

                    DEPOSITED FULLY PAID SHARES OF SERIES III
                           CONVERTIBLE PREFERRED STOCK

                                       of

                   PHILIPPINE LONG DISTANCE TELEPHONE COMPANY

                         (Incorporated under the laws of
                        the Republic of the Philippines)

THE HOLDER OF THIS GLOBAL DEPOSITARY RECEIPT SHALL NOT HAVE, AND SHALL NOT HAVE
THE RIGHT TO INSTRUCT THE DEPOSITARY AS TO THE EXERCISE OF, ANY DISSENTER'S
RIGHTS PROVIDED TO HOLDERS OF SHARES UNDER PHILIPPINE LAW.

         JPMORGAN CHASE BANK, a New York corporation, as depositary hereunder
(the "Depositary"), hereby certifies that       is the owner of that number  of
Global Depositary Shares ("GDSs"), indicated on the records of the Depositary,
representing deposited fully paid Series III


                                       A-1









Convertible Preferred Stock (the "Shares") convertible into Common Stock,
including evidence of rights to receive such Shares (including, but not limited
to, purchase invoices as may effectuate the legal transfer of title to shares
under Philippine law), of Philippines Long Distance Telephone Company, a
corporation organized under the laws of the Republic of the Philippines (the
"Company"). At the date of the Deposit Agreement (as hereafter defined), each
GDS represents one (1) Share deposited under the Deposit Agreement with the
Custodian, which at the date of execution of the Deposit Agreement, as amended,
is the Manila branch of Citibank, N.A. (the "Custodian"). The Deposit Agreement
and this Global Depositary Receipt ("GDR") (which includes the provisions set
forth on the reverse hereof) shall be governed by and construed in accordance
with the laws of the State of New York.

     (1) The Deposit Agreement. This Global Depositary Receipt is issued
pursuant to the Preferred Stock Deposit Agreement dated as of October 19, 1994,
as amended as of January , 2003 (as so amended and further amended from time to
time, the "Deposit Agreement"), by and among the Depositary and all Holders from
time to time of GDRs issued thereunder, each of whom by accepting an GDR or
acquiring any beneficial interest therein agrees to become a party thereto and
becomes bound by all terms and provisions thereof. The Deposit Agreement sets
forth the rights of Holders of the GDRs and the rights and duties of the
Depositary in respect of the Shares deposited thereunder and any and all other
securities, property and cash from time to time received in respect of such
Shares and held thereunder (such Shares, securities, property and cash,
collectively, the "Deposited Securities"). Copies of the Deposit Agreement are
on file at the Principal New York Office of the Depositary and at the principal
office of the Custodian. The statements made on the face and the reverse of this
GDR are summaries of certain provisions of the Deposit Agreement and are
qualified by and subject to the detailed provisions of the Deposit Agreement, to
which reference is hereby made. Terms defined in the Deposit Agreement and not
otherwise defined herein have the same defined meanings set forth in the Deposit
Agreement.

     (2) Surrender of GDRs and Withdrawal of Deposited Securities. Subject to
the terms and conditions of the Deposit Agreement upon (i) surrender of GDSs by
delivery of GDRs at the Principal New York Office of the Depositary for the
purpose of withdrawal of the Deposited Securities represented thereby and (ii)
payment of all fees (including the fees of the Depositary (which are summarized
in paragraph (9) of this GDR) provided in the Deposit Agreement, including
Exhibit B thereto), taxes (including stamp, transfer and capital gains taxes)
and governmental or other charges payable in connection with such surrender and
cancellation of GDRs, a Holder shall be entitled to delivery, to him or upon his
order, of the Shares and any other documents of title at the time represented by
the GDR together with such other delivery of Deposited Securities (other than
Shares) then represented by GDSs as the Depositary may effect.

         A GDR surrendered and written instructions received for such purposes
may be required by the Depositary to be properly endorsed or accompanied by
properly executed instruments of transfer. The person requesting withdrawal of
Deposited Securities shall deliver to the Depositary written instructions
requesting the Depositary to cause the Deposited Securities being withdrawn to
be delivered (subject to any applicable clearing procedures and provisions of
the Amended Articles of Incorporation of the Company) to or upon the written
order of a person or persons designated in such order.


                                       A-2









         Upon the receipt of such written instructions and compliance with the
terms of Section 2.05 of the Deposit Agreement, the Depositary will direct the
Custodian to deliver at the principal office of such Custodian, subject to the
terms and conditions of the Deposit Agreement and applicable laws and
regulations, to or upon the written order of the person or persons designated in
such written instructions, the Deposited Securities represented by the GDSs
evidenced by such surrendered GDR to or for the account of such person; except
that the Depositary may, subject to applicable law, make delivery to such person
or persons at the Principal New York Office of the Depositary of any dividends
or distributions (other than dividends or distributions consisting of Shares)
with respect to the Deposited Securities to be withdrawn, or of any proceeds of
sale of any dividends, distributions (other than dividends or distributions
consisting of Shares) or rights with respect to the Deposited Securities which
may at the time be held by the Depositary.

         At the request, risk and expense of any Holder so surrendering a GDR or
submitting such written instructions for delivery, and for the account of such
Holder, and provided that payment of any applicable tax or governmental or other
charge shall have been made in accordance with Section 3.02 of the Deposit
Agreement, the Depositary will direct the Custodian to forward any cash or other
property (other than rights) comprising, and forward a certificate or
certificates (if certificates may be delivered) and other proper documents of
title, if any, for, the Deposited Securities represented by the GDSs evidenced
by such GDR to the Depositary for delivery at the Principal New York Office of
the Depositary. Such direction will be given by letter or, at the request, risk
and expense of such Holder, by cable, telex or facsimile transmission.

         The Depositary will not accept surrender of GDRs or written
instructions for the purpose of withdrawal of less than one Share. In addition,
the Depositary shall only honor requests for withdrawal of whole numbers of
Shares. In the case of surrender of a GDR evidencing a number of GDSs
representing other than a whole number of Shares, the Depositary will cause
delivery of the appropriate whole number of Shares as provided in the Deposit
Agreement and summarized herein, and will execute and deliver to the person
surrendering such GDR a new GDR evidencing GDSs representing any remaining
fractional Share or continue to reflect on its records the remaining fractional
Shares.

         Notwithstanding anything in the Deposit Agreement to the contrary, the
Company and the Depositary each agrees that it will not exercise any rights it
has under the Deposit Agreement to prevent the withdrawal or delivery of
Deposited Securities in a manner which would violate the United States
securities laws, including, but not limited to, Section I.A(1) of the General
Instructions to the Form F-6 Registration Statement, as amended from time to
time, under the Securities Act of 1933.

     (3) Transfers, Split-ups and Combinations. Subject to the limitations
stated herein and in the Deposit Agreement, this GDR is transferable on the
books of the Depositary by the Holder hereof in person or by duly authorized
attorney, upon surrender (at the Depositary's Principal New York Office) of this
GDR properly endorsed or accompanied by proper instruments of transfer
(including signature guarantees in accordance with standard industry practice
and duly stamped as may be required by any applicable law). The Depositary may
close the transfer books at any time or from time to time when deemed expedient
by it in connection with the performance of its duties


                                       A-3









under the Deposit Agreement.

         This GDR may be split into other GDRs or may be combined with other
GDRs into one GDR, evidencing the same aggregate number of GDSs and registered
in the name of the same Holder as the GDR or GDRs surrendered. At the request of
a Holder, the Depositary shall, for the purpose of substituting a certificated
GDR with a Direct Registration GDR, or vice versa, execute and deliver a
certificated GDR or a Direct Registration GDR, as the case may be, for any
authorized number of GDSs requested, evidencing the same aggregate number of
GDSs as those evidenced by the certificated GDR or Direct Registration GDR, as
the case may be, substituted.

     (4) Conversion of Shares; Mandatory Conversion. (i) The GDSs are not
convertible into Common Stock or any other securities or property of the
Company. Nevertheless, as a matter of convenience, the Depositary has agreed
under the terms of the Deposit Agreement to accept the surrender of GDRs and the
withdrawal of Shares represented thereby, in each case in the manner set forth
in the Deposit Agreement, for the purpose of facilitating conversions of the
Shares.

         For the purpose of conversion, a GDR must be surrendered at the
Principal New York Office of the Depositary, (i) together with (A) payment of
all fees (including the fees of the Depositary set forth on Exhibit B to the
Deposit Agreement), taxes (including stamp, transfer and capital gains taxes)
and governmental or other charges payable (including, if payable pursuant to the
terms and conditions of the Shares, an amount equal to the dividend payable on
the dividend payment date immediately following the date on which the Shares to
be converted are surrendered to the Conversion Agent) in connection with the
surrender and cancellation of the GDRs and GDSs, the conversion of Shares and
the issuance, registration and delivery and, if applicable, the deposit of the
Common Stock in accordance with the terms and conditions of the depositary
arrangements of the Depositary, dated as of October 19, 1994, relating to the
Common Stock (the "Common Stock Deposit Agreement") other than any capital or
stamp duties or transfer taxes payable by the Company in accordance with the
terms and conditions of the Shares or the Common Stock and (B) a duly completed
and executed Notice of Conversion in the form attached as Exhibit E to the
Deposit Agreement (the "Notice of Conversion") and such other documentation as
the Depositary may require and (ii) in any case, subject to the terms and
conditions of the Shares, the Common Stock and of the Deposit Agreement. The
surrender, delivery and payment of the foregoing instruments and amounts shall
be irrevocable absent notice to the contrary from the Depositary.

         Upon receipt of documents and payments described above, the Depositary
will cancel each GDR so surrendered, withdraw the Shares represented thereby
from deposit under the Deposit Agreement and direct the Custodian to deliver, on
behalf of and at the risk and expense of the Holder surrendering the GDR, to the
Conversion Agent a certificate or certificates and other proper documents of
title, if any, for the Shares so withdrawn along with the Notice of Conversion
and any amounts payable to the Company or the Conversion Agent in connection
with the conversion of such Shares. The Depositary's directions to the Custodian
will be given by letter or, at the request, risk and expense of such Holder, by
cable, telex or facsimile transmission. Such Holder will be entitled to delivery
of Common Stock (together with any securities, cash or other property)
deliverable upon conversion of the Shares in accordance with the terms and
conditions of such Shares and the Depositary shall have no obligations in
respect of such delivery; provided that, if requested by the


                                       A-4









Holder, the Depositary will, subject to the terms and conditions of the Deposit
Agreement, the Shares, the Common Stock and the Common Stock Deposit Agreement,
(a) cause the Common Stock delivered upon conversion of the Shares, to be
deposited in accordance with the Common Stock Deposit Agreement and a depositary
receipt issued thereunder in the name of or for the benefit of such Holder or
(b) use reasonable efforts to sell or cause to be sold the Common Stock
delivered upon conversion of the Shares on such Holder's behalf over the
Philippine Stock Exchange and to remit the proceeds thereof (less the fees and
expenses provided herein and any brokerage fee or selling expenses incurred in
connection with such sale) to such Holder or in accordance with such Holder's
instructions, provided that no such request may be made by any such Holder to
the Depositary to sell or to cause to be sold such Common Stock in amounts less
than the minimum trading (board) lot prescribed by the Philippine Stock
Exchange.

         A GDR surrendered for such purposes may be required by the Depositary
to be properly endorsed or accompanied by properly executed instruments of
transfer. The person requesting withdrawal of Shares and delivery of Common
Stock shall deliver to the Depositary (for onward transmission to the Conversion
Agent) written instructions requesting that the Common Stock deliverable upon
conversion of the Shares be delivered (subject to applicable clearing procedures
and provisions of the Amended Articles of Incorporation of the Company) to or
upon the written order of a person or persons designated in such order.

         The Depositary will not accept surrender of GDRs or written
instructions for the purpose of withdrawal and conversion of less than one
Share. In addition, the Depositary will only honor requests for withdrawal and
conversion of whole numbers of Shares. In the case of surrender of a GDR
evidencing a number of GDSs representing other than a whole number of Shares,
the Depositary will withdraw and deliver for conversion the appropriate whole
number of Shares as provided in the Deposit Agreement and as described herein,
and shall execute and deliver to the person surrendering such GDR a new GDR
evidencing GDSs representing any remaining fractional Share.

         No Share will be withdrawn or delivered as provided in the Deposit
Agreement and as described herein unless such written order is accompanied by a
fully completed and signed Notice of Conversion.

         (ii) Upon receipt by the Depositary of notice from the Company of the
date (the "Mandatory Conversion Date") on which the mandatory conversion of any
or all of the Shares constituting Deposited Securities shall occur, the
Depositary will promptly fix a record date for cancellation of the GDSs
representing the Shares to be so converted and notify the Holders of record on
such date (i) of the Mandatory Conversion Date, (ii) the number of Shares then
constituting Deposited Securities called for conversion by the Company on such
date and (iii) that, upon conversion by the Company of any Shares constituting
Deposited Securities, the GDSs representing such Shares shall be cancelled in
the manner set forth in the Deposit Agreement and as described herein. Neither
failure to deliver any such notice to one or more Holders nor any defect in any
notice will affect the sufficiency of the proceedings for cancellation of such
GDSs. In the event that fewer than all the outstanding GDSs are to be so
cancelled, the GDSs to be cancelled will be selected by lot or in any other
substantially equivalent manner determined by the Depositary.


                                       A-5









         If any Shares constituting Deposited Securities are converted by the
Company on the Mandatory Conversion Date, the Depositary will, on such date,
cancel the number of GDSs representing the number of Shares so converted.

         The GDSs cancelled by the Depositary will be deemed no longer to be
outstanding and all rights of the Holders of the GDRs evidencing such GDSs
(except the right to the delivery by the Depositary to the Conversion Agent of
certain documents and payments as provided in the Deposit Agreement and
described herein) will, in respect of the GDSs so cancelled, cease and
terminate.

         In respect of any cancelled GDS, upon the delivery to the Depositary of
(x) a duly executed and completed Notice of Conversion with respect to the
Shares formerly represented by such GDSs, (y) evidence satisfactory to the
Depositary that the person executing such Notice of Conversion is or is acting
on behalf of the beneficial owner of GDRs evidencing such cancelled GDSs and (z)
the fees, taxes and governmental and other charges described in Section 2.06 (a)
of the Deposit Agreement, the Depositary will, subject to the terms and
conditions of the Deposit Agreement, direct the Custodian to deliver, on behalf
of and at the risk and expense of such beneficial owner, to the Conversion Agent
without unreasonable delay, a certificate or certificates and other proper
documents of title, if any, for the Shares formerly represented by such GDSs
along with the Notice of Conversion and any amounts payable to the Company or
the Conversion Agent in connection with the conversion of such Shares. Until
such time as the Depositary receives the foregoing documents and payments it
will have no obligation whatsoever to any Holder of GDRs representing cancelled
GDSs.

         Pursuant to the terms and conditions of the Shares, until such time as
the Conversion Agent has received a Notice of Conversion and such other
documentation as may be required and share certificates in respect of Shares
subject to mandatory conversion by the Company, the Nominee as holder of the
shares of Common Stock delivered upon such mandatory conversion will not be
entitled to notice of, or to attend or vote at, any general or special meeting
of the Company or to receive the dividends to which such shares of Common Stock
are entitled.

     (5) Limitations on Execution and Delivery, Transfer, Etc. of GDRs;
Suspension of Delivery, Transfer, Etc. As a condition precedent to the execution
and delivery, registration of transfer, split-up, combination or surrender of
any GDR for the purpose of withdrawal of any Deposited Securities, the
Depositary or the Custodian may require (i) payment from the Holder, the
presenter of a GDR or the depositor of Shares, of a sum sufficient to reimburse
it for any taxes (including any transfer, capital gains or stamp taxes) or
governmental or other charges and any stock transfer, custody or registration
fee with respect thereto and payment of any applicable fees (which are
summarized in paragraph (9) of this GDR) provided for in the Deposit Agreement,
including Exhibit B thereto, (ii) production of proof satisfactory to it as to
the identity and genuineness of any signature, including but not limited to a
signature guarantee in accordance with industry practice, and (iii) compliance
with such other restrictions, if any, as the Depositary and the Company may
establish consistent with the provisions of the Deposit Agreement.

         The delivery of GDRs against deposits of Shares generally or of
particular Shares may be suspended or withheld, or the registration of transfer
of GDRs in particular instances may be refused,


                                       A-6









or the registration of transfer generally may be suspended, or the surrender of
outstanding GDRs for the purpose of withdrawal of Deposited Securities may be
suspended, during any period when the transfer books of the Depositary or the
Company (or the appointed agent of the Company for the transfer and registration
of Shares) are closed, or if any such action is deemed necessary or advisable by
the Company or the Depositary at any time or from time to time.

         Subject to the further terms and provisions of Section 2.07 of the
Deposit Agreement (which are summarized in this paragraph (5)), JPMorgan Chase
Bank and its agents, on their own behalf, may own and deal in any class of
securities of the Company and its affiliates and in GDRs. The Depositary may
issue GDRs for evidence of rights to receive Shares from the Company, or any
custodian, registrar, transfer agent, clearing agency or other entity involved
in ownership or transaction records in respect of the Shares. Such evidence of
rights shall consist of written blanket or specific guarantees of ownership of
Shares furnished on behalf of the Holder hereof. Neither the Depositary nor the
Custodian shall lend Deposited Securities or GDRs; provided, however, that the
Depositary may issue GDRs prior to the receipt of Shares pursuant to Section
2.02 of the Deposit Agreement (a "Pre-Release Transaction") and deliver Shares
upon the receipt and cancellation of GDRs which have been Pre-Released, whether
or not such cancellation is prior to the termination of such PreRelease
Transaction or the Depositary knows that such GDR has been Pre-Released. The
Depositary may receive GDRs in lieu of Shares in satisfaction of a Pre-Release
Transaction. Each such Pre-Release transaction will be (a) subject to (x) a
written representation from the person to whom GDRs are to be delivered, that
such person, or its customer, owns the Shares to be remitted, (y) an
unconditional guarantee by such person to deliver to the Custodian the number of
Shares that are the subject of the Pre-Release Transaction and (z) any
additional restrictions or requirements that the Depositary deems appropriate,
(b) subject to a written representation to the Applicant that it will hold such
Shares in trust for the Depositary until their delivery to the Depositary or
Custodian, reflect on its records the Depositary as owner of such Shares and
deliver such Shares upon the Depositary's request, (c) at all times fully
collateralized (marked to market daily) with cash, United States government
securities or such other collateral of comparable safety and liquidity, (d)
terminable by the Depositary on not more than five (5) business days notice, and
(e) subject to such further indemnities and credit regulations as the Depositary
deems appropriate. The Depositary intends that the number of GDRs issued by it
pursuant to a Pre-Release Transaction and outstanding at any time generally will
not exceed thirty percent (30%) of the GDRs issued by the Depositary and with
respect to which Shares are on deposit with the Depositary or Custodian;
provided, however, that the Depositary reserves the right to change or disregard
such limit from time to time as it deems appropriate. The Depositary will also
set limits with respect to the number of GDRs and Shares involved in
transactions to be effected hereunder with any one person on a case by case
basis as it deems appropriate.

         The Depositary may retain for its own account any compensation received
by it in connection with the foregoing. Collateral provided pursuant to (b)
above, but not the earnings thereon, shall be held for the benefit of the
Holders only.

         Without limitation of the foregoing, the Depositary will not knowingly
accept for deposit under this Deposit Agreement any Shares required to be
registered pursuant to the provisions of the Securities Act (including, but not
limited to, any "restricted securities" within the meaning of Rule


                                       A-7









144 under the Securities Act), unless a registration statement under the
Securities Act is in effect as to such Shares. The Depositary will use
reasonable efforts to comply with written instructions of the Company not to
accept for deposit under the Deposit Agreement any Shares identified in such
instructions at such times and under such circumstances as may reasonably be
specified in such instructions in order to facilitate the Company's compliance
with the securities laws of the United States.

         Any person depositing Shares or any Holder may be required from time to
time to file with the Depositary or the Custodian such proof of citizenship,
residence, exchange control approval, payment of all applicable taxes or other
governmental charges, compliance with all applicable laws and regulations and
the terms of the Deposit Agreement, or legal or beneficial ownership and the
nature of such interest, to provide information relating to the registration on
the books of the Company (or the appointed agent of the Company for the transfer
and registration of Shares) of the Shares presented for deposit or other
information, to execute such certificates and to make such representations and
warranties as the Depositary or the Company may deem necessary or proper to
enable the Depositary to perform its obligations under the Deposit Agreement or
to enable the Company or the Depositary to perform their respective obligations
under the Company Agreement (as hereinafter defined). The Depositary may
withhold the execution or delivery or registration of transfer of all or part of
any GDR or the distribution or sale of any dividend or other distribution of
rights or of the proceeds thereof or the withdrawal of any Deposited Securities
until such proof or other information is filed or such certificates are executed
or such representations and warranties are made. The Depositary shall take such
additional actions and provide such additional information as the Depositary
shall from time to time agree with the Company.

     (6) Liability of Holders for Taxes and Other Charges. If any tax or
governmental or other charge shall become payable with respect to this GDR, to
any Deposited Securities represented by the GDSs evidenced hereby or to any
shares of Common Stock into which the Shares are convertible, such tax or
governmental or other charge (other than any capital or stamp duties or transfer
taxes payable by the Company in accordance with the terms and conditions of the
Shares or the Common Stock) shall be payable by the Holder hereof to the
Depositary. The Depositary may refuse, and the Company shall be under no
obligation, to effect any registration of transfer of all or any part of this
GDR or any deposit or withdrawal (including any withdrawal in connection with a
conversion of Shares) of Deposited Securities represented by the GDSs evidenced
hereby until such payment is made, and may withhold any dividends or other
distributions, or may sell for the account of the Holder hereof any part or all
of the Deposited Securities represented by the GDSs evidenced hereby, and may
apply such dividends or other distributions or the proceeds of any such sale in
payment of such tax or governmental or other charge, the Holder hereof remaining
liable for any deficiency.

     (7) Warranties by Depositor. Each person depositing Shares under the
Deposit Agreement shall be deemed thereby to represent and warrant that such
Shares and each certificate therefor are validly issued and outstanding, fully
paid and nonassessable and that the person making such deposit is duly
authorized to do so. Such representations and warranties shall survive the
deposit of Shares and issuance of GDRs in respect thereof .

     (8) Compliance with U.S. Securities Laws. Notwithstanding anything in
the Deposit


                                       A-8









Agreement to the contrary, the Company and the Depositary have each agreed that
it will not exercise any rights it has under the Deposit Agreement to prevent
the withdrawal or delivery of Deposited Securities in a manner which would
violate the United States securities laws, including, but not limited to,
Section I.A.(1) of the General Instructions to the Form F-6 Registration
Statement, as amended from time to time, under the Securities Act of 1933.

     (9) Charges of Depositary. Except for GDSs issued in respect of the Initial
Deposit, the Depositary will charge the party receiving a GDR against deposit of
Shares or other depositary receipts, $0.05 per GDS. The Depositary will charge
the party surrendering a GDR in connection with the withdrawal of Deposited
Securities (including any withdrawal for the purpose of conversion of Shares),
$0.05 per GDS. The Depositary will charge the party for whom the sale or
exercise of rights, is made, $0.02 for each GDS per distribution. Holders will
pay through deduction or otherwise, in addition to the fees and charges
summarized above in this paragraph (9) and set forth in Exhibit B to the Deposit
Agreement, (i) taxes and other governmental charges (including, but not limited
to any transfer, capital gains and stamp tax) other than any capital or stamp
duties or transfer taxes payable by the Company in accordance with the terms and
conditions of the Shares and the Common Stock, (ii) such registration, transfer,
custody or other fees as may from time to time be in effect for the registration
of transfers of Shares generally on the share register of the Company or its
appointed agent for the registration of transfer and accordingly applicable to
transfers of Shares to or from the name of the Nominee on the making of deposits
pursuant to Section 2.02 of the Deposit Agreement or withdrawals pursuant to
Section 2.05 of the Deposit Agreement, or Section 2.06 of the Deposit Agreement,
(iii) such cable, telex, facsimile transmission and delivery expenses as are
expressly provided in the Deposit Agreement to be at the expense of persons
depositing Shares or Holders and (iv) such reasonable expenses and charges as
are incurred by the Depositary in the conversion of foreign currency pursuant to
Section 4.06 of the Deposit Agreement (which is summarized in paragraph (19)
hereof) or in connection with other distributions to holders of Shares pursuant
to Section 4.02, 4.03, 4.04 or 4.05 of the Deposit Agreement (which are
summarized in paragraphs (15), (16), (17) and (18), respectively, hereof).

         Any other charges and expenses of the Depositary under the Deposit
Agreement and the Registrar, if any, will be paid by the Company after
consultation and agreement and in accordance with agreements in writing entered
into between the Depositary and the Company as to the nature and amount of such
charges and expenses. The charges and expenses of the Custodian, the Nominee or
any other agent of the Depositary are for the sole account of the Depositary.

         The right of the Depositary to receive payment of fees, charges and
expenses as provided in Section 5.05 of the Deposit Agreement (and summarized in
this paragraph (9)) shall survive the termination of this Deposit Agreement and,
as to any Depositary, the resignation of such Depositary pursuant to Section
5.04 of the Deposit Agreement.

     (10) Title to GDRs. Subject to any limitations set forth herein or in the
Deposit Agreement, it is a condition of this GDR, and every successive Holder
hereof by accepting or holding the same consents and agrees, that when properly
endorsed or accompanied by proper instruments of transfer (including signature
guarantees in accordance with standard industry practice), title to this GDR
(and to each GDS evidenced hereby) is transferable by delivery with the


                                       A-9









same effect as in the case of a negotiable instrument in accordance with the
laws of the State of New York; provided, however, that the Depositary and the
Company, notwithstanding any notice to the contrary, may deem and treat the
Holder of this GDR as the absolute owner hereof for any purpose, including,
without limitation, the purpose of determining the person entitled to
distribution of dividends or other distributions or to any notice provided for
in the Deposit Agreement and neither the Depositary nor the Company shall have
any obligation or be subject to any liability under the Deposit Agreement to any
holder hereof unless such holder is the Holder hereof.

     (11) Validity of GDR. This GDR shall not be entitled to any benefits under
the Deposit Agreement or be valid or obligatory for any purpose unless this GDR
has been executed by the Depositary by the manual signature of a duly authorized
officer of the Depositary or, if a Registrar shall have been appointed, such
signature may be a facsimile if this GDR is counter-signed by the manual
signature of a duly authorized officer of the Registrar and dated by such
officer.

     (12) Disclosure of Interests. The Company or the Depositary may from time
to time request Holders or former Holders to provide information as to the
capacity in which they hold or held this GDR and the nature of such interest and
various other matters. Each such Holder agrees to provide any such information
reasonably requested by the Company or the Depositary pursuant to the Deposit
Agreement whether or not still a Holder at the time of such request.

     (13) Ownership Restrictions. The Company may restrict transfers of the
Shares if such transfer might result in ownership of Shares exceeding the limits
under any applicable law or the Company's Amended Articles of Incorporation. The
Philippine Constitution requires that at least 60% of the capital of a
corporation operating a public utility in the Philippines be owned by Philippine
citizens. The Depositary will, if and as directed by the Company, take action
with respect to the ownership interest of any Holder in excess of any legal or
contractual limitations on the legal or beneficial ownership of Shares or GDSs,
including but not limited to a mandatory sale or disposition on behalf of a
Holder of the Shares represented by the GDSs held by such Holder in excess of
such limitation, if and to the extent such disposition is permitted by
applicable law.

     (14) Available Information. The Company is subject the periodic reporting
requirements of the Securities Exchange Act of 1934 and, accordingly, files
certain reports with the Commission. These public reports can be inspected by
Holders and copies at the public reference facilities maintained by the
Commission located at the date of this Deposit Agreement at Judiciary Plaza, 450
Fifth Street, N.W. Washington, D.C. 20549.

Dated:

                                              JPMORGAN CHASE BANK, as depositary


                                              By:
                                                 ------------------------------

         The address of the Principal New York Office of the Depositary is 1
Chase Manhattan Plaza, 40th Floor, New York, New York 10081.


                                      A-10









                               (FORM OF REVERSE OF
                           GLOBAL DEPOSITARY RECEIPT)

                    SUMMARY OF CERTAIN ADDITIONAL PROVISIONS
                            OF THE DEPOSIT AGREEMENT

     (15) Cash Distributions in Respect of Deposited Securities; Withholding.
Whenever the Custodian or the Depositary receives any cash dividend or other
cash distribution by the Company in respect of any Deposited Securities, the
Depositary will, subject to the provisions of Section 4.06 of the Deposit
Agreement (which are summarized in paragraph (19) below) convert or cause any
portion of such dividend or distribution which is not in dollars to be converted
into dollars and shall promptly distribute such amount to the Holders entitled
hereto in proportion to the number of GDSs representing such Deposited
Securities held by them respectively, after deduction or upon payment of the
fees and expenses of the Depositary or the Custodian (and without liability for
interest); provided, however, that in the event that the Company, the Custodian
or the Depositary shall be required to withhold and does withhold from any cash
dividend or other cash distribution in respect of any Deposited Securities an
amount on account of taxes or other governmental charges, the amount distributed
to Holders in respect of GDSs representing such Deposited Securities shall be
reduced accordingly. The Depositary will distribute only such amount, however,
as can be distributed without attributing to any Holder a fraction of one cent,
and any balance not so distributable will be held by the Depositary (without
liability for interest thereon) and will be added to and become part of the next
sum received by the Depositary for distribution to Holders then outstanding. The
Company has agreed with the Depositary that the Company or its agent, or the
Depositary or its agent, as appropriate, will remit to the appropriate
governmental authority or agency all amounts withheld and owing to such
authority or agency. The Depositary will forward to the Company or its agent
such information from its records as the Company may reasonably request to
enable the Company or its agent to file necessary reports with governmental
authorities or agencies or, at the request and expense of the Company, the
Depositary or its agent may file such reports if deemed lawful and reasonably
feasible by the Depositary.

     (16) Distributions in Shares. If any distribution in respect of any
Deposited Securities consists of a dividend in, or free distribution of, Shares,
the Depositary may, after consultation with the Company, distribute to the
Holders entitled thereto, in proportion to the number of GDSs representing such
Deposited Securities held by them respectively, additional GDRs for an aggregate
number of GDSs representing the number of Shares received as such dividend or
free distribution, in either case, after deduction or upon payment of the fees
and expenses of the Depositary; provided, however, that if for any reason
(including any requirement that the Company or the Depositary withhold, or make
an advance payment of, an amount on account of taxes or other governmental
charges or that such Shares must be registered under the Securities Act in order
to be distributed to Holders) the Depositary reasonably deems such distribution
not to be practical or feasible, the Depositary may, after consultation with the
Company, (i) to the extent permitted by applicable law, adopt such method as it
may reasonably deem equitable and practicable for the purpose of obtaining such
dividend or effecting such distribution, including the sale (at public or
private sale) of the Shares thus received, or any part thereof, and the net
proceeds of any such sale after payment of and reimbursement of advances to pay
any taxes or governmental charges shall be distributed by the


                                      A-11









Depositary to the Holders entitled thereto as in the case of a distribution
received in cash or (ii) if the Depositary reasonably determines that no such
method of distribution can be effected in a practicable or equitable manner, the
Depositary may refrain from effecting such distribution altogether until such
time as it reasonably determines that a practicable or equitable distribution
can be effected. In lieu of issuing GDRs or adjusting the Depositary's records
for fractional GDSs in any such case, the Depositary will sell the number of
Shares represented by the aggregate of such fractions and distribute the net
proceeds in dollars, all in the manner and subject to the conditions set forth
in Section 4.02 of the Deposit Agreement (which are summarized in paragraph 15
above). If additional GDRs are not so distributed (except pursuant to the
preceding sentence), or such change in the records of the Depositary is not
made, each GDS will thenceforth also represent its proportionate interest in the
additional Shares distributed upon the Deposited Securities represented thereby.

     (17) Distribution of Rights. In the event that the Company shall offer or
cause to be offered to the holders of any Deposited Securities any rights to
subscribe for additional Shares or any rights of any other nature, the
Depositary, after consultation with the Company, has discretion as to the
procedure to be followed in making such rights available to the Holders entitled
thereto, subject to certain conditions set forth in Section 5.09 of the Deposit
Agreement (which are summarized in paragraph (28) below), or in disposing of
such rights on behalf of such Holders and making the net proceeds available in
cash to such Holders or, if by the terms of such rights offering or by reason of
applicable law, the Depositary may neither make such rights available to such
Holders nor dispose of such rights and make the net proceeds available to such
Holders, then the Depositary will allow the rights to lapse; provided, however,
that the Depositary will, if requested by the Company, take action as follows:

                   (i) if at the time of the offering of any rights the
              Depositary determines that it is lawful and feasible to make such
              rights available to all or certain Holders by means of warrants or
              otherwise, the Depositary will, after deduction or upon payment of
              the fees and expenses of the Depositary, distribute warrants or
              other instruments in proportion to the number of GDSs representing
              such Deposited Securities held by them respectively, or by means
              of such other method as it may deem feasible in order to
              facilitate the exercise, sale or transfer of rights by such
              Holders or the sale or resale of securities obtainable upon
              exercise of such rights by such Holders; or

                   (ii) if at the time of the offering of any rights the
              Depositary determines that it is not lawful or not feasible to
              make such rights available to certain Holders by means of warrants
              or otherwise, or if the rights represented by such warrants or
              such other instruments are not exercised and appear to be about to
              lapse, the Depositary will use its reasonable efforts to sell such
              rights or such warrants or other instruments, if a market therefor
              is available, at public or private sales, at such place or places
              and upon such terms as it may deem proper and, after deduction or
              upon payment of the fees and expenses of the Depositary and any
              applicable taxes, allocate the net proceeds of such sales for the
              account of the Holders otherwise entitled to such rights, warrants
              or other instruments upon an


                                      A-12









              averaged or other practicable basis without regard to any
              distinctions among such Holders because of exchange restrictions
              or the date of delivery of any GDR or GDRs, or otherwise.

         If registration (under the Securities Act or any other applicable law)
of the rights or the securities to which any rights relate is required in order
for the Company to offer such rights to Holders and to sell to them the
securities to which such rights relate, the Depositary will not offer such
rights to Holders unless and until a registration statement is in effect, or
unless the offering and sale of such rights or securities to such Holders are
exempt from registration under the provisions of such law and, if requested by
the Depositary, the Company furnishes to the Depositary an opinion of counsel in
the United States for the Company reasonably satisfactory to the Depositary to
such effect. The Company shall have no obligation to register such rights or
such securities under the Securities Act.

     (18) Distributions Other Than Cash, Shares or Rights. Whenever the
Custodian or the Depositary shall receive any distribution other than cash,
Shares or rights upon any Deposited Securities, the Depositary will cause the
securities or property so received to be distributed to the Holders entitled
thereto, after deduction or upon payment of the fees and expenses of the
Depositary, in proportion to the number of GDSs representing such Deposited
Securities held by them respectively, in any manner that the Depositary may deem
equitable and practicable for accomplishing such distribution provided, however,
that if in the opinion of the Depositary it cannot cause such securities or
property to be distributed or such distribution cannot be made proportionately
among the Holders entitled thereto, or if for any other reason (including any
requirement that the Company, the Custodian or the Depositary withhold an amount
on account of taxes or other governmental charges or that such securities must
be registered under the Securities Act in order to be distributed to Holders)
the Depositary deems such distribution not to be feasible, the Depositary may,
after consultation with the Company, adopt such method as it may deem equitable
and practicable for the purpose of effecting such distribution, including the
sale (at public or private sale) of the securities or property thus received, or
any part thereof, and the net proceeds of any such sale will be distributed by
the Depositary to the Holders entitled thereto as in the case of a distribution
received in cash; provided that any unsold balance of such securities or
property will be distributed by the Depositary to the Holders entitled thereto,
if such distribution is feasible without withholding for or on account of any
taxes or other governmental charges and without registration under the
Securities Act, in accordance with such equitable and practicable method as the
Depositary adopts.

     (19) Conversion of Foreign Currency. Whenever the Custodian receives
currency other than dollars (in this paragraph referred to as "foreign
currency"), by way of dividends or other distributions or the net proceeds from
the sale of securities, property or rights, and if at the time of the receipt
thereof the foreign currency so received can in the judgment of the Depositary
be converted on a reasonable basis into dollars which can, at the time of
receipt thereof, be transferred to the United States and distributed to the
Holders entitled thereto, the Depositary will promptly convert or cause to be
converted, by sale or in any other manner that it may determine, such foreign
currency into dollars, and such dollars (less any reasonable and customary
expenses incurred by the Depositary in the conversion of the foreign currency)
will be distributed to the Holders entitled


                                      A-13









thereto or, if the Depositary shall have distributed any warrants or other
instruments which entitle the holders thereof to such dollars, then to the
holders of such warrants and/or instruments upon surrender thereof for
cancellation. Such distribution will be made upon an averaged or other
practicable basis without regard to any distinctions among Holders on account of
any application of exchange restrictions or otherwise.

         If such conversion or distribution generally or with regard to a
particular Holder can be effected only with the approval or license of any
government or agency thereof, the Depositary may file such application for
approval or license, if any, as it may deem desirable.

         If at any time the Depositary determines that in its judgment any
foreign currency received by the Depositary is not convertible on a reasonable
basis into dollars distributable to Holders entitled thereto, or if any approval
or license of any government or authority or agency thereof which is required
for such conversion is denied or in the opinion of the Depositary is not
obtainable, or if any such approval or license is not obtained within a
reasonable period as determined by the Depositary, the Depositary may distribute
the foreign currency (or an appropriate document evidencing the right to receive
such foreign currency) received by the Depositary to, or in its discretion may
hold such foreign currency (without liability for interest) for the respective
accounts of, the Holders entitled to receive the same.

         If any such conversion of foreign currency, in whole or in part, cannot
be effected for distribution to some Holders entitled thereto, the Depositary
may in its discretion make such conversion and distribution in dollars to the
extent permissible to the Holders for whom such conversion and distribution is
practicable and may, subject to any applicable currency and exchange
regulations, distribute the balance of the foreign currency received by the
Depositary to, or hold such balance for the account of, the Holders for whom
such conversion and distribution is not practicable.

     (20) Fixing of Record Date. Whenever any cash dividend or other cash
distribution shall become payable or any distribution other than cash shall be
made, or whenever rights shall be issued, with respect to the Deposited
Securities, or whenever the Depositary receives notice of any meeting of holders
of Shares or other Deposited Securities or any other meeting of holders of the
Company's securities at which holders of Shares or other Deposited Securities
are entitled to vote, or whenever, for any reason, the Depositary causes a
change in the number of Shares that are represented by each GDS, or whenever the
Depositary finds it necessary or convenient in respect of any matter (including
in connection with a mandatory conversion of Shares by the Company), the
Depositary will fix a record date after consultation with the Company (which
shall be as near as practicable to the corresponding record date for such
distribution or meeting set by the Company) for the determination of the Holders
who shall be entitled to receive such dividend, distribution or rights or the
net proceeds of the sale thereof, or to give instructions for the exercise of
voting rights, if any, at any such meeting or in respect of such changed number
of Shares represented by a GDS or in respect of such other matter. Except in the
case of a mandatory conversion by the Company of less than all of the Shares
deposited hereunder (which shall be governed by Section 2.06 of the Deposit
Agreement, the terms of which are described in paragraph (4) above) and subject
to the provisions of Sections 4.02 through 4.06 of the Deposit Agreement (which
are summarized in paragraphs (15) through (19),


                                      A-14









respectively, above) and to the other terms and conditions of the Deposit
Agreement, the Holders on such record date will be entitled to receive the
amount distributable by the Depositary with respect to such dividend or other
distribution or such rights or the net proceeds of sale thereof and to exercise
the rights of Holders under the Deposit Agreement with respect to such changed
number of Shares represented by each GDS, in proportion to the number of GDSs
held by them respectively, to give such voting instructions, to receive such
notice or solicitation or to act in respect of any matter.

     (21) Voting of Deposited Securities. As soon as practicable after receipt
of notice of any meeting of holders of Shares or other Deposited Securities or
any other meeting of holders of the Company's securities at which holders of
Shares or other Deposited Securities are entitled to vote, the Depositary will
fix a record date for determining the Holders entitled to give instructions for
the exercise of voting rights as provided in Section 4.07 of the Deposit
Agreement (and summarized in paragraph (20) above) and will mail or cause to be
mailed to the Holders of record a notice which will contain: (a) such
information as is contained in such notice of meeting and (b) a statement that
the Holders of record at the close of business on a specified record date will
be entitled, subject to any applicable provisions of the law of the Philippines
and of the Amended Articles of Incorporation and the By-Laws of the Company, to
instruct the Depositary as to the exercise of the voting rights, if any,
pertaining to the number of Shares or other Deposited Securities represented by
their respective GDSs evidenced by their respective GDRs. Upon the written
request of a Holder on such record date, received on or before the date
established by the Depositary for such purpose, the Depositary will endeavor
insofar as is practicable to vote or cause to be voted the amount of Deposited
Securities represented by such GDSs evidenced by such GDR in accordance with the
instructions set forth in such request.

         The Depositary may not itself exercise any voting discretion over any
Shares. If the Depositary does not receive instructions from a Holder on or
before the date established by the Depositary for such purpose, such Holder
shall be deemed, and the Depositary shall deem such Holder, to have instructed
the Depositary to give a discretionary proxy to a person designated by the
Company for the purpose of exercising the voting rights, if any, pertaining to
the Shares represented by GDSs evidenced by such Holder's GDRs, provided that no
such discretionary proxy shall be given with respect to any matter as to which
the Company informs the Depositary that (i) the Company does not wish such proxy
given, (ii) substantial opposition exists or (iii) the rights of holders of
Shares will be materially and adversely affected.

         Holders do not have, and will not have the right to instruct the
Depositary as to the exercise of, any dissenter's rights provided to holders of
Shares under Philippine law.

     (22) Changes Affecting Deposited Securities. Upon any change in par value,
split-up, consolidation or any other reclassification of Deposited Securities
(other than as a result of any conversion of Shares into Common Stock in
accordance with the terms of the Shares), or upon any recapitalization,
reorganization, merger or consolidation of the Company or sale of assets
affecting the Company or to which it is a party, any securities that shall be
received by the Depositary or the Custodian in exchange for or in conversion of
or in respect of Deposited Securities will be treated as new Deposited
Securities, and the GDRs will, subject to the terms of the Deposit Agreement and


                                      A-15









applicable laws (including any registration requirements of the Securities Act),
thenceforth represent the right to receive the new Deposited Securities so
received in exchange or conversion, unless new or additional GDRs are delivered
pursuant to the following sentence. In any such case the Depositary may, and
will at the Company's request, subject to the terms of the Deposit Agreement,
execute and deliver additional GDRs, as in the case of a stock dividend on the
Shares, or call for the surrender of outstanding GDRs to be exchanged for new
GDRs specifically describing such new Deposited Securities.

         Notwithstanding the foregoing, in the event that the Depositary
determines that any security or property so received may not be lawfully or
practicably distributed to all or certain Holders, the Depositary may and will,
if the Company requests, sell such securities or property at public or private
sale, at such place or places and upon such terms as it may deem proper, and may
allocate the net proceeds of such sales (after payment of the expenses thereof
and any taxes or governmental charges) for the account of the Holders otherwise
entitled to such securities or property upon an averaged or other practicable
basis without regard to any distinctions among such Holders and distribute the
net proceeds so allocated to the extent practicable as in the case of a
distribution received in cash pursuant to Section 4.02 of the Deposit Agreement
(which is summarized in paragraph (15) above).

         Promptly upon receipt of notice from the Company of the occurrence of
any such change, conversion or exchange covered by Section 4.09 of the Deposit
Agreement (as described in this paragraph (22)) in respect of the Deposited
Securities, the Depositary will give notice thereof in writing, at the Company's
expense, to all Holders.

     (23) Transmittal by the Depositary of Company Notices, Reports and
Communications; Inspection of Transfer Books. The Depositary will make available
for inspection during business hours by Holders at its Principal New York Office
and at the principal office of the Custodian copies of (i) the Deposit Agreement
and any related documents, (ii) the Preferred Stock Agreement dated the date of
the Deposit Agreement between the Company and the Depositary and relating
thereto (the "Company Agreement"), (iii) the Company's Amended Articles of
Incorporation and By-Laws and the Resolutions of the Board of Directors relating
to the Shares and (iv) any notices, reports or communications, including any
proxy soliciting materials, received from the Company which are both (a)
received by the Depositary or the Custodian or the nominee of either, as the
holder of the Deposited Securities, and (b) made generally available to the
holders of such Deposited Securities by the Company. The Depositary will also
send to Holders, at the Company's expense, copies of such notices, reports and
communications when furnished by the Company to the Depositary pursuant to the
Deposit Agreement. The Depositary will keep books for the registration of GDRs
and their transfer which at all reasonable times will be open for inspection by
the Company and Holders of GDRs, provided that such inspection shall not be for
the purpose of communicating with Holders of GDRs in the interest of a business
or object other than the business of the Company or a matter related to the
Deposit Agreement or the GDRs.

     (24) Withholding. Notwithstanding any other provision of the Deposit
Agreement, in the event that the Depositary determines that any distribution of
property (including Shares, rights to subscribe therefor and other securities)
is subject to any tax or governmental charges which the


                                      A-16









Depositary is obligated to withhold, the Depositary may dispose of all or a
portion of such property (including Shares, rights to subscribe therefor and
other securities) in such amounts and in such manner as the Depositary deems
necessary and practicable to pay such taxes or governmental charges, including
by public or private sale, and the Depositary will distribute the net proceeds
of any such sale or the balance of any such property after deduction of such
taxes or governmental charges to the Holders entitled thereto in proportion to
the number of GDSs held by them respectively and the Depositary will, if
feasible without withholding for or on account of taxes or other governmental
charges, and otherwise in compliance with applicable law, distribute any unsold
balance of such property in accordance with the provisions of the Deposit
Agreement. To the extent that the Depositary is obligated to withhold as
described in the previous sentence, the Depositary will remit to the appropriate
governmental authority or agency all amounts withheld and owing to such
authority or agency and will file such corresponding reports as may be required.

         The Company has agreed with the Depositary that, before making any
distribution or other payment on any Deposited Securities, the Company will make
such deductions (if any) which, by the laws or regulations of the Philippines,
the Company is required to make in respect of any income, capital gains or other
taxes and that the Company may also deduct the amount of any tax or governmental
charges payable by the Company or for which the Company might be made liable in
respect of such distribution or other payment or any document signed in
connection therewith.

     (25) Obligations of the Depositary the Custodian and the Company. The
Company assumes no obligation nor is it subject to any liability under the
Deposit Agreement to Holders or other persons, except that it has agreed with
the Depositary to act in good faith and use reasonable judgment in the
performance of its obligations set forth in the Company Agreement. The
Depositary assumes no obligation nor is it subject to any liability under the
Deposit Agreement to Holders or other persons (including, without limitation,
liability with respect to the validity or worth of the Deposited Securities),
except that it has agreed to act in good faith and use reasonable judgment in
the performance of its obligations set forth in the Deposit Agreement. The
Depositary has undertaken in the Deposit Agreement to perform such duties and
only such duties as are specifically set forth therein, and no implied covenants
or obligations shall be read into the Deposit Agreement against the Depositary
or the Company. In no event shall the Depositary or any of its agents be liable
for any indirect, special, punitive or consequential damages.

         Neither the Depositary nor the Company are under any obligation to
appear in, prosecute or defend any action, suit or other proceeding in respect
of any Deposited Securities or in respect of the GDRs, which in its opinion may
involve it in expense or liability, unless indemnity satisfactory to it in its
sole discretion against all expense and liability be furnished as often as may
be required, and no Custodian is under any obligation whatsoever with respect to
such proceedings, the Custodian being responsible solely to the Depositary.

         Neither the Depositary nor the Company shall be liable for any action
or inaction by it in reliance upon the advice of or information from legal
counsel, accountants, any person presenting Shares for deposit, any Holder or
any other person believed by it in good faith to be competent to give such
advice or information. Each of the Depositary, its agents and the Company and
its


                                      A-17









agents may rely and shall be protected in acting upon any written notice,
request, direction or other document believed by it to be genuine and to have
been signed or presented by the proper party or parties. Subject to the
provisions of Section 5.02 of the Deposit Agreement (which are summarized in
this paragraph (25)), the Depositary is not responsible for any failure to carry
out any instructions to vote any of the Deposited Securities, for the manner in
which any such vote is cast or for the effect of any such vote.

         It is intended that neither the Depositary nor any agent of the
Depositary shall be deemed to be an "issuer" of the securities under the federal
securities laws or applicable state securities laws of the United States or any
other jurisdiction, it being expressly understood and agreed that the Depositary
and its agents are acting only in a ministerial capacity as Depositary for the
Shares.

     (26) Prevention or Delay in Performance by the Depositary or the Company.
Neither the Depositary nor the Company will incur any liability to any Holder or
other person if by reason of any present or future law, regulation, decree,
order or other action of the United States, the Philippines or any other country
or jurisdiction, or of any other governmental authority, or by reason of any act
of God, war or other circumstances beyond its control or, in the case of the
Depositary, by reason of any provision, present or future, of the Amended
Articles of Incorporation and By-laws of the Company or any Deposited
Securities, the Depositary or the Company is prevented, delayed or forbidden
from doing or performing any act or thing which by the terms of the Deposit
Agreement (in the case of the Depositary) or the Company Agreement it is
provided shall be done or performed; nor will the Depositary or the Company
incur any liability to any Holder or other person by reason of any
nonperformance or delay, caused as aforesaid, in performance of any act or thing
that by the terms of the Deposit Agreement it is provided shall or may be done
or performed, or by reason of any exercise of, or failure to exercise, any
discretion provided for in the Deposit Agreement. Where, by the terms of a
distribution pursuant to Section 4.02, 4.03 or 4.05 of the Deposit Agreement
(which are summarized in paragraphs (15), (16) and (18), respectively, above) or
an offering or distribution pursuant to Section 4.04 of the Deposit Agreement
(which is summarized in paragraph (17) above), or because of applicable law,
such distribution or offering may not be made available to Holders, and the
Depositary may not dispose of such distribution or offering on behalf of such
Holders and make the net proceeds available to such Holders, then the Depositary
may make no such distribution or offering, and may allow any rights, if
applicable, to lapse.

     (27) Resignation of the Depositary Appointment of Successor Depositary the
Custodian. The Depositary may at any time resign as Depositary under the Deposit
Agreement by 30 days' written notice of its election so to do to the Company,
such resignation to take effect upon the appointment of a successor depositary
and its acceptance of such appointment as provided in the Deposit Agreement. The
Depositary may at any time be removed by the Company by 30 days prior written
notice of such removal.

         In case at any time the Depositary acting under the Deposit Agreement
resigns or is removed, the Company has agreed to use its best efforts to appoint
a successor depositary, which shall be a bank or trust company having an office
in the Borough of Manhattan, The City of New York. Any corporation into or with
which the Depositary may be merged or consolidated will be


                                      A-18









the successor of the Depositary without the execution or filing of any document
or any further act.

         The Depositary, after consultation with the Company, will from time to
time appoint one or more agents to act for it as Custodian under the Deposit
Agreement. The Depositary has initially appointed Citibank, N.A., Manila, as
custodian and agent of the Depositary for the purpose of the Deposit Agreement.
The Custodian in acting under the Deposit Agreement will be subject at all times
and in all respects to the direction of the Depositary and will be responsible
solely to it. The Custodian may resign and be discharged from its duties under
the Deposit Agreement by 30 days' prior notice of its election to do so
delivered to the Depositary; such resignation to become effective upon
appointment of a successor Custodian and its acceptance of such appointment as
provided in the Deposit Agreement. The Depositary may discharge any Custodian at
any time upon notice to the Custodian being discharged and appoint a substitute
or an additional custodian, who will thereafter be the Custodian under the
Deposit Agreement.

     (28) Issuance of Additional Shares, Etc. In the event of any issuance of
additional Shares or of other securities (including rights and convertible or
exchangeable securities) as a dividend or distribution with respect to the
Shares or other Deposited Securities, or future issuances to Holders for cash of
additional Shares or such other securities, the Depositary will not distribute
any such additional Shares or other securities to the Holders unless the Company
shall have furnished to the Depositary a written opinion from counsel for the
Company in the United States, which counsel shall be reasonably satisfactory to
the Depositary, to the effect that such dividend or distribution will not
violate the Securities Act.

         The Company has agreed with the Depositary that any future issuances of
(1) additional Shares, (2) rights, preferences or privileges to subscribe for
Shares, (3) securities convertible into or exchangeable for Shares, or (4)
rights, preferences or privileges to subscribe for securities convertible into
or exchangeable for Shares (in each case other than as a dividend or
distribution or issuance for cash to Holders as described in the immediately
preceding paragraph) shall be effected by the Company in a manner so as to not
violate the Securities Act. If the Company determines that an issuance of such
securities is required to be registered under the Securities Act, the Company
has agreed with the Depositary to (x) register such issuance to the extent
necessary, (y) alter the terms of the issuance to avoid the registration
requirements of the Securities Act or (z) direct the Depositary to take such
measures as are provided in Sections 4.03 through 4.05 of the Deposit Agreement
(which are summarized in paragraphs (16) through (18), respectively, above) or
other specific measures with respect to the acceptance for deposit of Shares to
prevent such issuance from being made in violation of the registration
requirements of the Securities Act.

         The Company has agreed with the Depositary that neither the Company nor
any company controlling, controlled by or under common control with the Company
will at any time deposit any Shares, either upon original issuance or upon a
sale of Shares previously issued and reacquired by the Company or by any such
controlled or controlling company unless such transaction is registered under
the Securities Act or is exempt from registration under the Securities Act as
confirmed by a written opinion from counsel for the Company in the United


                                      A-19









States, which counsel shall be reasonably satisfactory to the Depositary.

     (29) Amendment. The form of this GDR and any provisions of the Deposit
Agreement may, with the consent of the Company, at any time and from time to
time be amended by the Depositary in any respect which it may deem necessary or
desirable. Any amendment which imposes or increases any fees or charges (other
than taxes and other governmental charges), or which otherwise prejudice any
substantial existing right of Holders, shall not, however, become effective as
to outstanding GDRs until the expiration of 90 days (or 30 days in the case of
any amendment which shall impose or increase any fees of the Depositary for the
issuance, execution and delivery of GDRs or any fees or expenses in respect of
transfer or sales of Common Stock or any delivery expenses and charges incurred
by the Depositary in the conversion of foreign currency and in connection with
foreign exchange control regulations) after notice of such amendment shall have
been given to the Holders of outstanding GDRs. Every Holder at the time any
amendment becomes effective shall be deemed by continuing to hold such GDR to
consent and agree to such amendment and to be bound by the Deposit Agreement as
amended thereby. In no event shall any amendment impair the right of any Holder
to surrender such Holder's GDRs and receive therefor the Deposited Securities
represented thereby or to direct the Depositary to forward Notices of Conversion
to the Conversion Agent on such Holder's instructions and (pursuant to the
Common Stock Deposit Agreement) request the Depositary to use reasonable efforts
to sell or cause to be sold the shares of Common Stock delivered and deposited
with the Depositary upon conversion of Shares represented by GDRs and to
distribute the proceeds from the sale of such Common Stock to the persons
entitled thereto, in any case except in order to comply with provisions of
applicable law.

     (30) Termination. The Depositary will at any time at the direction of the
Company terminate the Deposit Agreement by mailing notice of such termination to
the Holders of all GDRs then outstanding at least 90 days prior to the date
fixed in such notice for such termination. The Depositary may likewise terminate
the Deposit Agreement if the Depositary delivers to the Company a written notice
of its election to resign, and a qualified successor depositary shall not have
been appointed and accepted its appointment as provided in Section 5.04 of the
Deposit Agreement (which is summarized in paragraph (27) above) within 90 days
after such delivery. If any GDRs remain outstanding after the date of
termination, the Depositary thereafter will discontinue the registration of
transfers of GDRs, will suspend the distribution of dividends to the Holders
thereof, will not accept deposits of Shares (and will instruct each Custodian to
act accordingly), and will not give any further notices or perform any further
acts under the Deposit Agreement, except that the Depositary will continue to
collect dividends and other distributions pertaining to Deposited Securities,
will sell property and rights and convert Deposited Securities into cash as
provided in the Deposit Agreement, and will continue to deliver Deposited
Securities, together with any dividends or other distributions received with
respect thereto and the net proceeds of the sale of any Shares, rights or other
property (in all such cases, without liability for interest), in exchange for
GDRs surrendered to the Depositary. At any time after the expiration of six
months from the date of termination, the Depositary may sell the Deposited
Securities then held under the Deposit Agreement and may thereafter hold the net
proceeds of any such sale, together with any other cash then held by it under
the Deposit Agreement, without liability for interest, for the pro rata benefit
of the Holders of GDRs which have not theretofore been surrendered. After making
such sale, the Depositary will be discharged from all obligations under the
Deposit Agreement and the Company Agreement,


                                      A-20









except to account for such net proceeds and other cash and for its obligations
under the indemnification provisions of Section 5.10 of the Deposit Agreement.

         FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s)
and transfer(s) unto whose taxpayer identification number is and whose address
including postal zip code is the within GDR and all rights thereunder, hereby
irrevocably constituting and appointing attorney-in-fact to transfer said GDR on
the books of the Depositary with full power of substitution in the premises.

Dated:                                  Name:

                                        By:

                                        Title:

                                        NOTICE: The signature of the Holder to
                                        this assignment must correspond with the
                                        name as written upon the face of the
                                        within instrument in every particular,
                                        without alteration or enlargement or any
                                        change whatsoever.

SIGNATURE GUARANTEED



                                      A-21









                                                                       EXHIBIT B

                            CHARGES OF THE DEPOSITARY



                        Service                Rate                           By Whom Paid
                        -------                ----                           ------------
                                                                    
1)       Creation of Global                    Waived                        N/A
         Depositary GDR program

2)       Annual maintenance fee for            Waived                        N/A
         GDR program

3)       Issuance of GDR against               $0.05 per GDS                 Party receiving
         deposit of GDR Shares
         (except upon Initial Deposit)
         or other depositary receipts

4)       Withdrawal of Deposited               $0.05 per GDS                 Party
         Securities (including for the                                       surrendering GDR
         purpose of conversion of the
         Shares) against surrender of
         GDRs

5)       Sale or exercise of rights or         $0.02 per GDS per             Party for whom the
         other corporate action                distribution                  sale or exercise of
         involving distributions in                                          rights, is made
         respect of Deposited
         Securities



                                       B-1









                                                                       EXHIBIT C

                              NOTICE OF CONVERSION

JPMorgan Chase Bank, as Depositary
ADR Department
1 Chase Manhattan Plaza
New York, New York 100081

         Re: Philippine Long Distance Telephone
             Company (the "Company")

         1. The undersigned Holder hereby irrevocably authorizes the Depositary
on such Holder's behalf, to exercise the option to convert shares of the Series
III Convertible Preferred Stock of the Company (the "Shares") represented by the
GDSs evidenced by the GDR surrendered in connection herewith into shares of
Common Stock (and any other applicable securities or property) of the Company in
accordance with the terms of and conditions of the Shares and as provided in
Section 2.06 of the Deposit Agreement relating to the Shares, dated as of
November 29, 1994, as amended from time to time, among JPMorgan Chase Bank, as
Depositary, and the Holders from time to time of the GDRs issued thereunder, and
directs that Common Stock of the Company deliverable upon such conversion be
registered in the name of and delivered, together with a check in payment for
any fractional shares of Common Stock and any other property deliverable upon
conversion, to the undersigned unless a different name has been indicated below.

         2. If the undersigned desires that the shares of Common Stock
deliverable upon conversion of the Shares be deposited in accordance with the
terms and conditions of the depositary arrangements of the Depositary dated as
of October 19, 1994, as amended, relating to the Common Stock (the "Common Stock
Deposit Agreement"), the undersigned should so indicate below and designate
Citicorp Trade Services Limited as the registered holder of such Common Stock.

         3. The undersigned hereby agrees to pay all fees (including the fees of
the Depositary), taxes (including stamp, transfer and capital gains taxes) and
governmental or other charges payable in connection with the surrender and
cancellation of the GDRs and GDSs, the conversion of the Shares and the
issuance, registration and delivery and, if applicable, the deposit of the
Common Stock in accordance with the terms and conditions of the Common Stock
Deposit Agreement (other than any capital or stamp duties payable in the
Philippines in respect of the Common Stock that are payable by the Company). If
the number of Shares indicated above is less than the number of Shares on
deposit with the Depositary in respect of a GDR surrendered in connection
herewith the undersigned directs the Depositary to issue to the undersigned,
unless a different name is indicated below, a new GDR evidencing Shares for the
balance not to be converted.

         4. The undersigned understands and agrees that the Depositary has
agreed to forward to the Conversion Agent this Notice of Conversion and the
Shares being converted in


                                       C-1









connection herewith as a matter of convenience only and that this Notice of
Conversion will not be effective until received by the Conversion Agent and all
conditions precedent to the conversion of Shares have been satisfied. Neither
the Depositary nor the Custodian shall be responsible or liable to any Holder
for any loss, liability or expense suffered by such Holder arising from any
delay in forwarding this Notice of Conversion or the Shares being converted in
connection herewith to the Conversion Agent.

         5. Name and address of person in whose name the Common Stock delivered
upon conversion of the Shares are to be registered:

Name:
Address:

         6. The undersigned hereby requests that the certificates for the Common
Stock (together with any securities, cash or other property) required to be
delivered upon conversion:

         (a) be delivered at the office in Manila of the Conversion Agent
         (which currently is Citibank, Manila, 8741 Paseo de Roxas, Makati,
         Metro Manila, Philippines) to the order of:

         Name:
         Address:

         OR

         (b) be despatched (at the undersigned's risk and expense) to the
         person whose name and address is given below and in the manner
         specified below:

         Name:
         Address:

         Manner of despatch:

         7. The undersigned acknowledges that the terms of the Shares set forth
certain conditions precedent which must be fulfilled before the Shares specified
above will be treated as effectively deposited for conversion.

         8. The undersigned acknowledges that if Section 6(b) above is
completed, despatch will be made at the risk and expense of the converting
Shareholder and the converting Shareholder will be required to prepay the
expenses of, and submit any necessary documents required in order to effect,
despatch in the manner specified.


                                       C-2









Name:                                                         Date:
Address:
Signature:

                                     * * * *

For Custodian's use only:

Certificate numbers of Shares delivered to Conversion Agent:

For Conversion Agent's use only:

         1. Date of Receipt:

         2. (A) Aggregate number of Shares deposited for conversion multiplied
            by the Reference Amount (US$25 per Share):________________________.

            (B) Conversion Price:______________________.

___________ (C) Number of shares of Common Stock issuable:_________(disregard
                fractions)

________ 3. If applicable, amount of cash payment due to converting holder in
respect of fractions of shares of Common Stock:___________________.




                                       C-3

EX-99

================================================================================


                                 Amendment No. 1

                                       to

                        Preferred Stock Deposit Agreement

                                     between

                                 CITIBANK, N.A.,
                                  As Depositary

                                       AND

                                   HOLDERS OF
                  GLOBAL DEPOSITARY RECEIPTS EVIDENCING GLOBAL
                                DEPOSITARY SHARES

                                  REPRESENTING
                     SERIES III CONVERTIBLE PREFERRED STOCK

                                       of

                   PHILIPPINE LONG DISTANCE TELEPHONE COMPANY



                          Dated as of September 6, 1999


================================================================================








================================================================================

              AMENDMENT NO. 1 TO PREFERRED STOCK DEPOSIT AGREEMENT

         AMENDMENT NO. 1 TO PREFERRED STOCK DEPOSIT AGREEMENT, is dated as of
September 6, 1999 (the "Amendment"), between CITIBANK, N.A., a national banking
association organized under the laws of the United States of America and acting
solely as depositary (the "Depositary"), and all holders from time to time of
Global Depositary Receipts issued under the Deposit Agreement (as defined
below).

                         W I T N E S S E T H   T H A T:
                         - - - - - - - - - -   - - - -

         WHEREAS, the parties hereto have entered into that certain Preferred
Stock Deposit Agreement, dated as of November 29, 1994 (the "Deposit
Agreement"), to provide for the deposit of Series III Convertible Preferred
Stock of Philippine Long Distance Telephone Company, a corporation organized
under the laws of the Republic of the Philippines (the "Company") for the
creation of Global Depositary Receipts ("GDRs") evidencing Global Depositary
Shares ("GDSs") representing the Shares (as defined in the Deposit Agreement) so
deposited and for the execution and delivery of such GDRs evidencing such GDSs;

         WHEREAS, pursuant to Section 6.01 of the Deposit Agreement, the
Depositary deems it necessary and desirable, with the consent of the Company, to
amend the Deposit Agreement and the form of GDR annexed thereto as Exhibit A for
the purposes set forth herein;

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

         SECTION 1.01. Definitions. All capitalized terms used, but not
otherwise defined herein, shall have the meaning given to such terms in the
Deposit Agreement.

                                   ARTICLE II

                         AMENDMENTS TO DEPOSIT AGREEMENT

         SECTION 2.01. Deposit Agreement. All references in the Deposit
Agreement to the term "Deposit Agreement" shall, as of the date hereof refer to
the Deposit Agreement, dated as of November 29, 1994, as amended by this
Amendment.

         SECTION 2.02. Termination. (a) Article VI of the Deposit Agreement is
hereby amended by inserting the following phrase at the end of the first
sentence of Section 6.02:

================================================================================








================================================================================

                    "provided that, if the Company shall provide to the
                    Depositary a notice announcing a mandatory conversion of any
                    or all of the Shares constituting Deposited Securities (such
                    an event, a "Mandatory Conversion") prior to or
                    simultaneously with a notice of termination, the Depositary
                    shall, at the direction of the Company, terminate this
                    Deposit Agreement by mailing notice of such termination to
                    Holders of all GDRs then outstanding at least 60 days prior
                    to the date fixed in such notice for such termination".

         (b) Section 6.02 of the Deposit Agreement is further amended by
inserting the following phrase at the end of the fourth sentence:

                    "; provided that, such term shall be extended to seven
                    months from the date of termination, when such termination
                    is in connection with a Mandatory Conversion."

                                  ARTICLE III

                          AMENDMENTS TO THE FORM OF GDR

         SECTION 3.01. GDR Amendment. The first sentence of Paragraph (1) of the
Form of GDR is hereby amended as of the date hereof to delete such sentence in
its entirety and to insert the following in its stead:

                    "This Global Depositary Receipt is one of an issue (herein
                    called the "GDRs") executed and delivered pursuant to the
                    Deposit Agreement, dated as of November 29, 1994 as amended
                    by Amendment No. 1 to Preferred Stock Deposit Agreement,
                    dated as of September 6, 1999 (as so amended and as further
                    amended from time to time, the "Deposit Agreement"), by and
                    among the Depositary and all Holders of GDRs issued
                    thereunder, each of whom by accepting a GDR or acquiring any
                    beneficial interest therein agrees to become a party thereto
                    and becomes bound by all the terms and provisions thereof."

         SECTION 3.02. Termination. (a) The Form of reverse of the GDR attached
as Exhibit A to the Deposit Agreement is hereby amended by inserting the
following phrase at the end of the first sentence of Paragraph (30):

                    "provided that, if the Company shall provide to the
                    Depositary a notice announcing a mandatory conversion of any
                    or all of the Shares constituting Deposited Securities (such
                    an event, a "Mandatory Conversion") prior to or
                    simultaneously with a notice of termination, the Depositary

================================================================================
                                       2








================================================================================

                    shall, at the direction of the Company, terminate this
                    Deposit Agreement by mailing notice of such termination to
                    Holders of all GDRs then outstanding at least 60 days prior
                    to the date fixed in such notice for such termination".

         (b) Paragraph (30) of the Form of GDR is further amended by inserting
the following phrase at the end of the fourth sentence:

                    "; provided that, such term shall be extended to seven
                    months from the date of termination, when such termination
                    is in connection with a Mandatory Conversion."

                                   ARTICLE IV

         SECTION 4.01. Consent to Amend Preferred Stock Deposit Agreement.
Pursuant to Section 6.01 of the Deposit Agreement, the Company hereby consents
to the terms of this Amendment No. 1 to the Deposit Agreement as executed by the
Depositary.

         SECTION 4.02. Representations and Warranties. The Company represents
and warrants to, and agrees with, the Depositary and the Holders, that:

         (a) This Amendment, when executed and delivered by the Company, and
         the Deposit Agreement and all other documentation executed and
         delivered by the Company in connection therewith, will be and have
         been, respectively, duly and validly authorized, executed and
         delivered by the Company, and constitute the legal, valid and binding
         obligations of the Company, enforceable against the Company in
         accordance with their respective terms, subject to bankruptcy,
         insolvency, fraudulent transfer, moratorium and similar laws of
         general applicability relating to or affecting creditors' rights and
         to general equity principles; and

         (b) In order to ensure the legality, validity, enforceability or
         admissibility into evidence of this Amendment or the Deposit Agreement
         as amended hereby, and any other document furnished hereunder or
         thereunder in The Republic of the Philippines, neither of such
         agreements need to be filed or recorded with any court or other
         authority in The Republic of the Philippines, nor does any stamp or
         similar tax need to be paid in The Republic of the Philippines on or
         in respect of such agreements.

                                   ARTICLE V

                                  MISCELLANEOUS

         SECTION 5.01. Effective Date. This Amendment is dated as of the date
set forth above and shall be effective as of such date (the "Effective Date").

================================================================================
                                       3








================================================================================

         SECTION 5.02. New GDRs. From and after the Effective Date, the
Depositary shall arrange to have new GDRs printed or amended to reflect the
changes to the form of GDR effected by this Amendment. All GDRs issued hereunder
after the Effective Date, once such new GDRs are available, whether upon the
deposit of Shares or other Deposited Securities or upon the transfer,
combination or split-up of existing GDRs, shall be subsequently in the form of
the specimen GDR attached as Exhibit A hereto. However, GDRs issued prior or
subsequent to the date hereof, which do not reflect the changes to the form of
GDR effected hereby, do not need to be called in for exchange and may remain
outstanding until such time as the Holders thereof choose to surrender them for
any reason under the Deposit Agreement. The Depositary is authorized and
directed to take any and all actions deemed necessary to effect the foregoing.

         SECTION 5.03. Ratification. Except as specifically amended by this
Amendment, (a) the Deposit Agreement shall continue in full force and effect in
accordance with the terms and provisions thereof and (b) such terms and
provisions are hereby ratified and confirmed in all respects.

         SECTION 5.04. Governing Law. This Amendment shall be interpreted and
all rights hereunder and thereunder and provisions hereof and thereof shall be
governed by the law of the State of New York.

         SECTION 5.05. Counterparts. This Amendment may be executed in any
number counterparts, each of which shall be deemed an original and all of such
counterparts shall constitute one and the same instrument.


================================================================================
                                       4








================================================================================

         IN WITNESS WHEREOF, Citibank, N.A. has duly executed this Amendment as
of the Effective Date and all holders shall become parties hereto upon
acceptance by them of GDRs issued in accordance with the terms hereof or upon
acquisition of any beneficial interest therein.

CITIBANK, N.A., as Depositary

By: /s/ Emi Mak
   -------------------------------------
Name: Emi Mak
     -----------------------------------
Title: Vice President
      ----------------------------------


Acknowledged and Agreed to only with respect to Article IV:

PHILIPPINE LONG DISTANCE TELEPHONE COMPANY

By: /s/ Anabelle Lim-Chua
   -------------------------------------
Name: Anabelle Lim-Chua
     -----------------------------------
Title: Treasurer
      ----------------------------------



================================================================================
                                       5








                                                                       EXHIBIT A

Number _______________

                                                       Global Depositary Shares
                                                       (One Global Depositary
                                                       Share Represents One
                                                       Fully Paid Share of
                                                       Series III Convertible
                                                       Preferred Stock)


                       [FORM OF FACE OF GLOBAL DEPOSITARY
                                    RECEIPT]

                            GLOBAL DEPOSITARY RECEIPT

                                   evidencing

                            GLOBAL DEPOSITARY SHARES

                                  representing

                    DEPOSITED FULLY PAID SHARES OF SERIES III
                           CONVERTIBLE PREFERRED STOCK

                                       of

                   PHILIPPINE LONG DISTANCE TELEPHONE COMPANY

                        (Incorporated under the laws of
                        the Republic of the Philippines)








THE HOLDER OF THIS GLOBAL DEPOSITARY RECEIPT SHALL NOT HAVE, AND SHALL NOT HAVE
THE RIGHT TO INSTRUCT THE DEPOSITARY AS TO THE EXERCISE OF, ANY DISSENTER'S
RIGHTS PROVIDED TO HOLDERS OF SHARES UNDER PHILIPPINE LAW.

         CITIBANK, N.A., a national banking association organized and existing
under the laws of the United States of America, as depositary (the
"Depositary"), such Depositary's principal office being located at 111 Wall
Street, New York, New York 10043 hereby certifies that [          ], is the
owner of that number of GLOBAL DEPOSITARY SHARES, indicated on the records of
the Depositary, representing deposited fully paid Series III Convertible
Preferred Stock, par value P10 per share ("Shares"), convertible into Common
Stock, par value P5 per share, including evidence of rights to receive such
Shares (including, but not limited to, purchase invoices and assignments as
may effectuate the legal transfer of title to shares under Philippine law),
of Philippine Long Distance Telephone Company, a corporation organized under
the laws of the Republic of the Philippines (the "Company"). At the date of
the Deposit Agreement (as hereafter defined), each Global Depositary Share
("GDS") represents one (1) Share(1) deposited under the Deposit Agreement
with the Custodian, which at the date of execution of the Deposit Agreement
is Citibank, N.A., Manila branch (the "Custodian").

         (1) The Deposit Agreement. This Global Depositary Receipt is one of an
issue herein called the "GDRs" executed and delivered pursuant to the Deposit
Agreement dated as of November 29, 1994 (the "Deposit Agreement"), by and among
the Depositary and all Holders from time to time of GDRs issued thereunder, each
of whom by accepting a GDR or acquiring any beneficial interest therein agrees
to become a party thereto and becomes bound by all terms and provisions thereof.
The Deposit Agreement sets forth the rights of Holders of the GDRs and the
rights and duties of the Depositary in respect of the Shares deposited
thereunder and any and all other securities, property and cash from time to time
received in respect of such Shares and held thereunder (such Shares, securities,
property and cash, collectively, the "Deposited Securities"). Copies of the
Deposit Agreement are on file at the Principal New York Office of the Depositary
and at the principal office of the Custodian. The statements made on the face
and the reverse of this GDR are summaries of certain provisions of the Deposit
Agreement and are qualified by and subject to the detailed provisions of the
Deposit Agreement, to which reference is hereby made. Terms defined in the
Deposit Agreement and not otherwise defined herein have the same defined
meanings set forth in the Deposit Agreement.

         (2) Surrender of GDRs and Withdrawal of Deposited Securities. Subject
to the terms and conditions of the Deposit Agreement upon (i) surrender of GDSs
by delivery of GDRs at the Principal New York Office of the Depositary for the
purpose of withdrawal of the Deposited Securities represented thereby and (ii)
payment of all fees (including the fees of the Depositary (which are summarized
in paragraph (9) of this GDR) provided in the Deposit Agreement, including
Exhibit B thereto), taxes (including

- --------------------------------
(1)  Subject to amendment as provided in Article IV of the Deposit Agreement.


                                      A-2








stamp, transfer and capital gains taxes) and governmental or other charges
payable in connection with such surrender and cancellation of GDRs, a Holder
shall be entitled to delivery, to him or upon his order, of the Shares and any
other documents of title at the time represented by the GDR together with such
other delivery of Deposited Securities (other than Shares) then represented by
GDSs as the Depositary may effect.

         A GDR surrendered and written instructions received for such purposes
may be required by the Depositary to be properly endorsed or accompanied by
properly executed instruments of transfer. The person requesting withdrawal of
Deposited Securities shall deliver to the Depositary written instructions
requesting the Depositary to cause the Deposited Securities being withdrawn to
be delivered (subject to any applicable clearing procedures and provisions of
the Amended Articles of Incorporation of the Company) to or upon the written
order of a person or persons designated in such order.

         Upon the receipt of such written instructions and compliance with the
terms of Section 2.05 of the Deposit Agreement, the Depositary will direct the
Custodian to deliver at the principal office of such Custodian, subject to the
terms and conditions of the Deposit Agreement and applicable laws and
regulations, to or upon the written order of the person or persons designated in
such written instructions, the Deposited Securities represented by the GDSs
evidenced by such surrendered GDR to or for the account of such person; except
that the Depositary may, subject to applicable law, make delivery to such person
or persons at the Principal New York Office of the Depositary of any dividends
or distributions (other than dividends or distributions consisting of Shares)
with respect to the Deposited Securities to be withdrawn, or of any proceeds of
sale of any dividends, distributions (other than dividends or distributions
consisting of Shares) or rights with respect to the Deposited Securities which
may at the time be held by the Depositary.

         At the request, risk and expense of any Holder so surrendering a GDR or
submitting such written instructions for delivery, and for the account of such
Holder, and provided that payment of any applicable tax or governmental or other
charge shall have been made in accordance with Section 3.02 of the Deposit
Agreement, the Depositary will direct the Custodian to forward any cash or other
property (other than rights) comprising, and forward a certificate or
certificates (if certificates may be delivered) and other proper documents of
title, if any, for, the Deposited Securities represented by the GDSs evidenced
by such GDR to the Depositary for delivery at the Principal New York Office of
the Depositary. Such direction will be given by letter or, at the request, risk
and expense of such Holder, by cable, telex or facsimile transmission.

         The Depositary will not accept surrender of GDRs or written
instructions for the purpose of withdrawal of less than one Share. In addition,
the Depositary shall only honor requests for withdrawal of whole numbers of
Shares. In the case of surrender of a GDR evidencing a number of GDSs
representing other than a whole number of Shares, the Depositary will cause
delivery of the appropriate whole number of Shares as provided in the Deposit
Agreement and summarized herein, and will execute and deliver to the person
surrendering such GDR a new GDR evidencing GDSs representing any remaining
fractional Share or continue to reflect on its records the remaining fractional
Shares.


                                      A-3








         Notwithstanding anything in the Deposit Agreement to the contrary, the
Company and the Depositary each agrees that it will not exercise any rights it
has under the Deposit Agreement to prevent the withdrawal or delivery of
Deposited Securities in a manner which would violate the United States
securities laws, including, but not limited to, Section I.A(1) of the General
Instructions to the Form F-6 Registration Statement, as amended from time to
time, under the Securities Act of 1933.

         (3) Transfers, Split-ups and Combinations. Subject to the limitations
stated herein and in the Deposit Agreement, this GDR is transferable on the
books of the Depositary by the Holder hereof in person or by duly authorized
attorney, upon surrender (at the Depositary's Principal New York Office) of this
GDR properly endorsed or accompanied by proper instruments of transfer
(including signature guarantees in accordance with standard industry practice
and duly stamped as may be required by any applicable law). The Depositary may
close the transfer books at any time or from time to time when deemed expedient
by it in connection with the performance of its duties under the Deposit
Agreement.

         This GDR may be split into other GDRs or may be combined with other
GDRs into one GDR, evidencing the same aggregate number of GDSs and registered
in the name of the same Holder as the GDR or GDRs surrendered.

         (4) Conversion of Shares; Mandatory Conversion. (i) The GDSs are not
convertible into Common Stock or any other securities or property of the
Company. Nevertheless, as a matter of convenience, the Depositary has agreed
under the terms of the Deposit Agreement to accept the surrender of GDRs and the
withdrawal of Shares represented thereby, in each case in the manner set forth
in the Deposit Agreement, for the purpose of facilitating conversions of the
Shares.

         For the purpose of conversion, a GDR must be surrendered at the
Principal New York Office of the Depositary, (i) together with (A) payment of
all fees (including the fees of the Depositary set forth on Exhibit B to the
Deposit Agreement), taxes (including stamp, transfer and capital gains taxes)
and governmental or other charges payable (including, if payable pursuant to the
terms and conditions of the Shares, an amount equal to the dividend payable on
the dividend payment date immediately following the date on which the Shares to
be converted are surrendered to the Conversion Agent) in connection with the
surrender and cancellation of the GDRs and GDSs, the conversion of Shares and
the issuance, registration and delivery and, if applicable, the deposit of the
Common Stock in accordance with the terms and conditions of the depositary
arrangements of the Depositary, dated as of October 19, 1994, relating to the
Common Stock (the "Common Stock Deposit Agreement") other than any capital or
stamp duties or transfer taxes payable by the Company in accordance with the
terms and conditions of the Shares or the Common Stock and (B) a duly completed
and executed Notice of Conversion in the form attached as Exhibit E to the
Deposit Agreement (the "Notice of Conversion") and such other documentation as
the Depositary may require and (ii) in any case, subject to the terms and
conditions of the Shares, the Common Stock and of the Deposit Agreement. The
surrender, delivery and payment of the foregoing instruments and amounts shall
be irrevocable absent notice to the contrary from the Depositary.


                                      A-4








         Upon receipt of documents and payments described above, the Depositary
will cancel each GDR so surrendered, withdraw the Shares represented thereby
from deposit under the Deposit Agreement and direct the Custodian to deliver, on
behalf of and at the risk and expense of the Holder surrendering the GDR, to the
Conversion Agent a certificate or certificates and other proper documents of
title, if any, for the Shares so withdrawn along with the Notice of Conversion
and any amounts payable to the Company or the Conversion Agent in connection
with the conversion of such Shares. The Depositary's directions to the Custodian
will be given by letter or, at the request, risk and expense of such Holder, by
cable, telex or facsimile transmission. Such Holder will be entitled to delivery
of Common Stock (together with any securities, cash or other property)
deliverable upon conversion of the Shares in accordance with the terms and
conditions of such Shares and the Depositary shall have no obligations in
respect of such delivery; provided that, if requested by the Holder, the
Depositary will, subject to the terms and conditions of the Deposit Agreement,
the Shares, the Common Stock and the Common Stock Deposit Agreement, (a) cause
the Common Stock delivered upon conversion of the Shares, to be deposited in
accordance with the Common Stock Deposit Agreement and a depositary receipt
issued thereunder in the name of or for the benefit of such Holder or (b) use
reasonable efforts to sell or cause to be sold the Common Stock delivered upon
conversion of the Shares on such Holder's behalf over the Philippine Stock
Exchange and to remit the proceeds thereof (less the fees and expenses provided
herein and any brokerage fee or selling expenses incurred in connection with
such sale) to such Holder or in accordance with such Holder's instructions,
provided that no such request may be made by any such Holder to the Depositary
to sell or to cause to be sold such Common Stock in amounts less than the
minimum trading (board) lot prescribed by the Philippine Stock Exchange.

         A GDR surrendered for such purposes may be required by the Depositary
to be properly endorsed or accompanied by properly executed instruments of
transfer. The person requesting withdrawal of Shares and delivery of Common
Stock shall deliver to the Depositary (for onward transmission to the Conversion
Agent) written instructions requesting that the Common Stock deliverable upon
conversion of the Shares be delivered (subject to applicable clearing procedures
and provisions of the Amended Articles of Incorporation of the Company) to or
upon the written order of a person or persons designated in such order.

         The Depositary will not accept surrender of GDRs or written
instructions for the purpose of withdrawal and conversion of less than one
Share. In addition, the Depositary will only honor requests for withdrawal and
conversion of whole numbers of Shares. In the case of surrender of a GDR
evidencing a number of GDSs representing other than a whole number of Shares,
the Depositary will withdraw and deliver for conversion the appropriate whole
number of Shares as provided in the Deposit Agreement and as described herein,
and shall execute and deliver to the person surrendering such GDR a new GDR
evidencing GDSs representing any remaining fractional Share.

         No Share will be withdrawn or delivered as provided in the Deposit
Agreement and as described herein unless such written order is accompanied by a
fully completed and signed Notice of Conversion.


                                      A-5








         (ii) Upon receipt by the Depositary of notice from the Company of the
date (the "Mandatory Conversion Date") on which the mandatory conversion of any
or all of the Shares constituting Deposited Securities shall occur, the
Depositary will promptly fix a record date for cancellation of the GDSs
representing the Shares to be so converted and notify the Holders of record on
such date (i) of the Mandatory Conversion Date, (ii) the number of Shares then
constituting Deposited Securities called for conversion by the Company on such
date and (iii) that, upon conversion by the Company of any Shares constituting
Deposited Securities, the GDSs representing such Shares shall be cancelled in
the manner set forth in the Deposit Agreement and as described herein. Neither
failure to deliver any such notice to one or more Holders nor any defect in any
notice will affect the sufficiency of the proceedings for cancellation of such
GDSs. In the event that fewer than all the outstanding GDSs are to be so
cancelled, the GDSs to be cancelled will be selected by lot or in any other
substantially equivalent manner determined by the Depositary.

         If any Shares constituting Deposited Securities are converted by the
Company on the Mandatory Conversion Date, the Depositary will, on such date,
cancel the number of GDSs representing the number of Shares so converted.

         The GDSs cancelled by the Depositary will be deemed no longer to be
outstanding and all rights of the Holders of the GDRs evidencing such GDSs
(except the right to the delivery by the Depositary to the Conversion Agent of
certain documents and payments as provided in the Deposit Agreement and
described herein) will, in respect of the GDSs so cancelled, cease and
terminate.

         In respect of any cancelled GDS, upon the delivery to the Depositary of
(x) a duly executed and completed Notice of Conversion with respect to the
Shares formerly represented by such GDSs, (y) evidence satisfactory to the
Depositary that the person executing such Notice of Conversion is or is acting
on behalf of the beneficial owner of GDRs evidencing such cancelled GDSs and (z)
the fees, taxes and governmental and other charges described in Section 2.06 (a)
of the Deposit Agreement, the Depositary will, subject to the terms and
conditions of the Deposit Agreement, direct the Custodian to deliver, on behalf
of and at the risk and expense of such beneficial owner, to the Conversion Agent
without unreasonable delay, a certificate or certificates and other proper
documents of title, if any, for the Shares formerly represented by such GDSs
along with the Notice of Conversion and any amounts payable to the Company or
the Conversion Agent in connection with the conversion of such Shares. Until
such time as the Depositary receives the foregoing documents and payments it
will have no obligation whatsoever to any Holder of GDRs representing cancelled
GDSs.

         Pursuant to the terms and conditions of the Shares, until such time as
the Conversion Agent has received a Notice of Conversion and such other
documentation as may be required and share certificates in respect of Shares
subject to mandatory conversion by the Company, the Nominee as holder of the
shares of Common Stock delivered upon such mandatory conversion will not be
entitled to notice of, or to attend or vote at, any general or special meeting
of the Company or to receive the dividends to which such shares of Common Stock
are entitled.


                                      A-6








         (5) Limitations on Execution and Delivery, Transfer, Etc. of GDRs;
Suspension of Delivery, Transfer, Etc. As a condition precedent to the execution
and delivery, registration of transfer, split-up, combination or surrender of
any GDR for the purpose of withdrawal of any Deposited Securities, the
Depositary or the Custodian may require (i) payment from the Holder, the
presenter of a GDR or the depositor of Shares, of a sum sufficient to reimburse
it for any taxes (including any transfer, capital gains or stamp taxes) or
governmental or other charges and any stock transfer, custody or registration
fee with respect thereto and payment of any applicable fees (which are
summarized in paragraph (9) of this GDR) provided for in the Deposit Agreement,
including Exhibit B thereto, (ii) production of proof satisfactory to it as to
the identity and genuineness of any signature, including but not limited to a
signature guarantee in accordance with industry practice, and (iii) compliance
with such other restrictions, if any, as the Depositary and the Company may
establish consistent with the provisions of the Deposit Agreement.

         The delivery of GDRs against deposits of Shares generally or of
particular Shares may be suspended or withheld, or the registration of transfer
of GDRs in particular instances may be refused, or the registration of transfer
generally may be suspended, or the surrender of outstanding GDRs for the purpose
of withdrawal of Deposited Securities may be suspended, during any period when
the transfer books of the Depositary or the Company (or the appointed agent of
the Company for the transfer and registration of Shares) are closed, or if any
such action is deemed necessary or advisable by the Company or the Depositary at
any time or from time to time.

         Subject to the further terms and provisions of Section 2.07 of the
Deposit Agreement (which are summarized in this paragraph (5)), Citibank, N.A.
and its agents, on their own behalf, may own and deal in any class of securities
of the Company and its affiliates and in GDRs. The Depositary may issue GDRs for
evidence of rights to receive Shares from the Company, or any custodian,
registrar, transfer agent, clearing agency or other entity involved in ownership
or transaction records in respect of the Shares. Such evidence of rights shall
consist of written blanket or specific guarantees of ownership of Shares
furnished on behalf of the Holder hereof. Neither the Depositary nor the
Custodian shall lend Deposited Securities or GDRs; provided, however, that the
Depositary may issue GDRs prior to the receipt of Shares pursuant to Section
2.02 of the Deposit Agreement (a "Pre-Release Transaction") and deliver Shares
upon the receipt and cancellation of GDRs which have been Pre-Released, whether
or not such cancellation is prior to the termination of such PreRelease
Transaction or the Depositary knows that such GDR has been Pre-Released. The
Depositary may receive GDRs in lieu of Shares in satisfaction of a Pre-Release
Transaction. Each such Pre-Release transaction will be (a) subject to (x) a
written representation from the person to whom GDRs are to be delivered, that
such person, or its customer, owns the Shares to be remitted, (y) an
unconditional guarantee by such person to deliver to the Custodian the number of
Shares that are the subject of the Pre-Release Transaction and (z) any
additional restrictions or requirements that the Depositary deems appropriate,
(b) subject to a written representation to the Applicant that it will hold such
Shares in trust for the Depositary until their delivery to the Depositary or
Custodian, reflect on its records the Depositary as owner of such Shares and
deliver such Shares upon the Depositary's request, (c) at all


                                      A-7








times fully collateralized (marked to market daily) with cash, United States
government securities or such other collateral of comparable safety and
liquidity, (d) terminable by the Depositary on not more than five (5) business
days notice, and (e) subject to such further indemnities and credit regulations
as the Depositary deems appropriate. The Depositary intends that the number of
GDRs issued by it pursuant to a Pre-Release Transaction and outstanding at any
time generally will not exceed thirty percent (30%) of the GDRs issued by the
Depositary and with respect to which Shares are on deposit with the Depositary
or Custodian; provided, however, that the Depositary reserves the right to
change or disregard such limit from time to time as it deems appropriate. The
Depositary will also set limits with respect to the number of GDRs and Shares
involved in transactions to be effected hereunder with any one person on a case
by case basis as it deems appropriate.

         The Depositary may retain for its own account any compensation received
by it in connection with the foregoing. Collateral provided pursuant to (b)
above, but not the earnings thereon, shall be held for the benefit of the
Holders only.

         Without limitation of the foregoing, the Depositary will not knowingly
accept for deposit under this Deposit Agreement any Shares required to be
registered pursuant to the provisions of the Securities Act (including, but not
limited to, any "restricted securities" within the meaning of Rule 144 under the
Securities Act), unless a registration statement under the Securities Act is in
effect as to such Shares. The Depositary will use reasonable efforts to comply
with written instructions of the Company not to accept for deposit under the
Deposit Agreement any Shares identified in such instructions at such times and
under such circumstances as may reasonably be specified in such instructions in
order to facilitate the Company's compliance with the securities laws of the
United States.

         Any person depositing Shares or any Holder may be required from time to
time to file with the Depositary or the Custodian such proof of citizenship,
residence, exchange control approval, payment of all applicable taxes or other
governmental charges, compliance with all applicable laws and regulations and
the terms of the Deposit Agreement, or legal or beneficial ownership and the
nature of such interest, to provide information relating to the registration on
the books of the Company (or the appointed agent of the Company for the transfer
and registration of Shares) of the Shares presented for deposit or other
information, to execute such certificates and to make such representations and
warranties as the Depositary or the Company may deem necessary or proper to
enable the Depositary to perform its obligations under the Deposit Agreement or
to enable the Company or the Depositary to perform their respective obligations
under the Company Agreement (as hereinafter defined). The Depositary may
withhold the execution or delivery or registration of transfer of all or part of
any GDR or the distribution or sale of any dividend or other distribution of
rights or of the proceeds thereof or the withdrawal of any Deposited Securities
until such proof or other information is filed or such certificates are executed
or such representations and warranties are made. The Depositary shall take such
additional actions and provide such additional information as the Depositary
shall from time to time agree with the Company.


                                      A-8








         (6) Liability of Holders for Taxes and Other Charges. If any tax or
governmental or other charge shall become payable with respect to this GDR, to
any Deposited Securities represented by the GDSs evidenced hereby or to any
shares of Common Stock into which the Shares are convertible, such tax or
governmental or other charge (other than any capital or stamp duties or transfer
taxes payable by the Company in accordance with the terms and conditions of the
Shares or the Common Stock) shall be payable by the Holder hereof to the
Depositary. The Depositary may refuse, and the Company shall be under no
obligation, to effect any registration of transfer of all or any part of this
GDR or any deposit or withdrawal (including any withdrawal in connection with a
conversion of Shares) of Deposited Securities represented by the GDSs evidenced
hereby until such payment is made, and may withhold any dividends or other
distributions, or may sell for the account of the Holder hereof any part or all
of the Deposited Securities represented by the GDSs evidenced hereby, and may
apply such dividends or other distributions or the proceeds of any such sale in
payment of such tax or governmental or other charge, the Holder hereof remaining
liable for any deficiency.

         (7) Warranties by Depositor. Each person depositing Shares under the
Deposit Agreement shall be deemed thereby to represent and warrant that such
Shares and each certificate therefor are validly issued and outstanding, fully
paid and nonassessable and that the person making such deposit is duly
authorized to do so. Such representations and warranties shall survive the
deposit of Shares and issuance of GDRs in respect thereof .

         (8) Compliance with U.S. Securities Laws. Notwithstanding anything in
the Deposit Agreement to the contrary, the Company and the Depositary have each
agreed that it will not exercise any rights it has under the Deposit Agreement
to prevent the withdrawal or delivery of Deposited Securities in a manner which
would violate the United States securities laws, including, but not limited to,
Section I.A.(1) of the General Instructions to the Form F-6 Registration
Statement, as amended from time to time, under the Securities Act of 1933.

         (9) Charges of Depositary. Except for GDSs issued in respect of the
Initial Deposit, the Depositary will charge the party receiving a GDR against
deposit of Shares or other depositary receipts, $0.05 per GDS. The Depositary
will charge the party surrendering a GDR in connection with the withdrawal of
Deposited Securities (including any withdrawal for the purpose of conversion of
Shares), $0.05 per GDS. The Depositary will charge the party for whom the sale
or exercise of rights, is made, $0.02 for each GDS per distribution. Holders
will pay through deduction or otherwise, in addition to the fees and charges
summarized above in this paragraph (9) and set forth in Exhibit B to the Deposit
Agreement, (i) taxes and other governmental charges (including, but not limited
to any transfer, capital gains and stamp tax) other than any capital or stamp
duties or transfer taxes payable by the Company in accordance with the terms and
conditions of the Shares and the Common Stock, (ii) such registration, transfer,
custody or other fees as may from time to time be in effect for the registration
of transfers of Shares generally on the share register of the Company or its
appointed agent for the registration of transfer and accordingly applicable to
transfers of Shares to or from the name of the Nominee on the making of deposits
pursuant to Section 2.02 of the Deposit


                                      A-9








Agreement or withdrawals pursuant to Section 2.05 of the Deposit Agreement, or
Section 2.06 of the Deposit Agreement, (iii) such cable, telex, facsimile
transmission and delivery expenses as are expressly provided in the Deposit
Agreement to be at the expense of persons depositing Shares or Holders and (iv)
such reasonable expenses and charges as are incurred by the Depositary in the
conversion of foreign currency pursuant to Section 4.06 of the Deposit Agreement
(which is summarized in paragraph (19) hereof) or in connection with other
distributions to holders of Shares pursuant to Section 4.02, 4.03, 4.04 or 4.05
of the Deposit Agreement (which are summarized in paragraphs (15), (16), (17)
and (18), respectively, hereof).

         Any other charges and expenses of the Depositary under the Deposit
Agreement and the Registrar, if any, will be paid by the Company after
consultation and agreement and in accordance with agreements in writing entered
into between the Depositary and the Company as to the nature and amount of such
charges and expenses. The charges and expenses of the Custodian, the Nominee or
any other agent of the Depositary are for the sole account of the Depositary.

         The right of the Depositary to receive payment of fees, charges and
expenses as provided in Section 5.05 of the Deposit Agreement (and summarized in
this paragraph (9)) shall survive the termination of this Deposit Agreement and,
as to any Depositary, the resignation of such Depositary pursuant to Section
5.04 of the Deposit Agreement.

         (10) Title to GDRs. Subject to any limitations set forth herein or in
the Deposit Agreement, it is a condition of this GDR, and every successive
Holder hereof by accepting or holding the same consents and agrees, that when
properly endorsed or accompanied by proper instruments of transfer (including
signature guarantees in accordance with standard industry practice), title to
this GDR (and to each GDS evidenced hereby) is transferable by delivery with the
same effect as in the case of a negotiable instrument in accordance with the
laws of the State of New York; provided, however, that the Depositary and the
Company, notwithstanding any notice to the contrary, may deem and treat the
Holder of this GDR as the absolute owner hereof for any purpose, including,
without limitation, the purpose of determining the person entitled to
distribution of dividends or other distributions or to any notice provided for
in the Deposit Agreement and neither the Depositary nor the Company shall have
any obligation or be subject to any liability under the Deposit Agreement to any
holder hereof unless such holder is the Holder hereof.

         (11) Validity of GDR. This GDR shall not be entitled to any benefits
under the Deposit Agreement or be valid or obligatory for any purpose unless
this GDR has been executed by the Depositary by the manual signature of a duly
authorized officer of the Depositary or, if a Registrar shall have been
appointed, such signature may be a facsimile if this GDR is counter-signed by
the manual signature of a duly authorized officer of the Registrar and dated by
such officer.

         (12) Disclosure of Interests. The Company or the Depositary may from
time to time request Holders or former Holders to provide information as to the
capacity in which they hold or held this GDR and the nature of such interest and
various other matters.


                                      A-10








Each such Holder agrees to provide any such information reasonably requested by
the Company or the Depositary pursuant to the Deposit Agreement whether or not
still a Holder at the time of such request.

         (13) Ownership Restrictions. The Company may restrict transfers of the
Shares if such transfer might result in ownership of Shares exceeding the limits
under any applicable law or the Company's Amended Articles of Incorporation. The
Philippine Constitution requires that at least 60% of the capital of a
corporation operating a public utility in the Philippines be owned by Philippine
citizens. The Depositary will, if and as directed by the Company, take action
with respect to the ownership interest of any Holder in excess of any legal or
contractual limitations on the legal or beneficial ownership of Shares or GDSs,
including but not limited to a mandatory sale or disposition on behalf of a
Holder of the Shares represented by the GDSs held by such Holder in excess of
such limitation, if and to the extent such disposition is permitted by
applicable law.

         (14) Available Information. The Company is subject the periodic
reporting requirements of the Securities Exchange Act of 1934 and, accordingly,
files certain reports with the Commission. These public reports can be inspected
by Holders and copies at the public reference facilities maintained by the
Commission located at the date of this Deposit Agreement at Judiciary Plaza, 450
Fifth Street, N.W. Washington, D.C. 20549.


Dated:
Countersigned                              CITIBANK, N.A., as Depositary


By:                                        By:
   --------------------------------           ---------------------------------
   Authorized Signatory                       Vice President

         The address of the Principal New York Office of the Depositary is 111
Wall Street, 5th Floor, New York, New York 10043.



                                      A-11








                               (FORM OF REVERSE OF
                           GLOBAL DEPOSITARY RECEIPT)

                    SUMMARY OF CERTAIN ADDITIONAL PROVISIONS
                            OF THE DEPOSIT AGREEMENT

         (15) Cash Distributions in Respect of Deposited Securities;
Withholding. Whenever the Custodian or the Depositary receives any cash dividend
or other cash distribution by the Company in respect of any Deposited
Securities, the Depositary will, subject to the provisions of Section 4.06 of
the Deposit Agreement (which are summarized in paragraph (19) below) convert or
cause any portion of such dividend or distribution which is not in dollars to be
converted into dollars and shall promptly distribute such amount to the Holders
entitled hereto in proportion to the number of GDSs representing such Deposited
Securities held by them respectively, after deduction or upon payment of the
fees and expenses of the Depositary or the Custodian (and without liability for
interest); provided, however, that in the event that the Company, the Custodian
or the Depositary shall be required to withhold and does withhold from any cash
dividend or other cash distribution in respect of any Deposited Securities an
amount on account of taxes or other governmental charges, the amount distributed
to Holders in respect of GDSs representing such Deposited Securities shall be
reduced accordingly. The Depositary will distribute only such amount, however,
as can be distributed without attributing to any Holder a fraction of one cent,
and any balance not so distributable will be held by the Depositary (without
liability for interest thereon) and will be added to and become part of the next
sum received by the Depositary for distribution to Holders then outstanding. The
Company has agreed with the Depositary that the Company or its agent, or the
Depositary or its agent, as appropriate, will remit to the appropriate
governmental authority or agency all amounts withheld and owing to such
authority or agency. The Depositary will forward to the Company or its agent
such information from its records as the Company may reasonably request to
enable the Company or its agent to file necessary reports with governmental
authorities or agencies or, at the request and expense of the Company, the
Depositary or its agent may file such reports if deemed lawful and reasonably
feasible by the Depositary.

         (16) Distributions in Shares. If any distribution in respect of any
Deposited Securities consists of a dividend in, or free distribution of, Shares,
the Depositary may, after consultation with the Company, distribute to the
Holders entitled thereto, in proportion to the number of GDSs representing such
Deposited Securities held by them respectively, additional GDRs for an aggregate
number of GDSs representing the number of Shares received as such dividend or
free distribution, in either case, after deduction or upon payment of the fees
and expenses of the Depositary; provided, however, that if for any reason
(including any requirement that the Company or the Depositary withhold, or make
an advance payment of, an amount on account of taxes or other governmental
charges or that such Shares must be registered under the Securities Act in order
to be distributed to Holders) the Depositary reasonably deems such distribution
not to be practical or feasible, the Depositary may, after consultation with the
Company, (i) to the extent permitted by applicable law, adopt such method as it
may reasonably deem equitable and practicable for the purpose of obtaining such
dividend or effecting such


                                      A-12








distribution, including the sale (at public or private sale) of the Shares thus
received, or any part thereof, and the net proceeds of any such sale after
payment of and reimbursement of advances to pay any taxes or governmental
charges shall be distributed by the Depositary to the Holders entitled thereto
as in the case of a distribution received in cash or (ii) if the Depositary
reasonably determines that no such method of distribution can be effected in a
practicable or equitable manner, the Depositary may refrain from effecting such
distribution altogether until such time as it reasonably determines that a
practicable or equitable distribution can be effected. In lieu of issuing GDRs
or adjusting the Depositary's records for fractional GDSs in any such case, the
Depositary will sell the number of Shares represented by the aggregate of such
fractions and distribute the net proceeds in dollars, all in the manner and
subject to the conditions set forth in Section 4.02 of the Deposit Agreement
(which are summarized in paragraph 15 above). If additional GDRs are not so
distributed (except pursuant to the preceding sentence), or such change in the
records of the Depositary is not made, each GDS will thenceforth also represent
its proportionate interest in the additional Shares distributed upon the
Deposited Securities represented thereby.

         (17) Distribution of Rights. In the event that the Company shall offer
or cause to be offered to the holders of any Deposited Securities any rights to
subscribe for additional Shares or any rights of any other nature, the
Depositary, after consultation with the Company, has discretion as to the
procedure to be followed in making such rights available to the Holders entitled
thereto, subject to certain conditions set forth in Section 5.09 of the Deposit
Agreement (which are summarized in paragraph (28) below), or in disposing of
such rights on behalf of such Holders and making the net proceeds available in
cash to such Holders or, if by the terms of such rights offering or by reason of
applicable law, the Depositary may neither make such rights available to such
Holders nor dispose of such rights and make the net proceeds available to such
Holders, then the Depositary will allow the rights to lapse; provided, however,
that the Depositary will, if requested by the Company, take action as follows:

                    (i) if at the time of the offering of any rights the
               Depositary determines that it is lawful and feasible to make such
               rights available to all or certain Holders by means of warrants
               or otherwise, the Depositary will, after deduction or upon
               payment of the fees and expenses of the Depositary, distribute
               warrants or other instruments in proportion to the number of GDSs
               representing such Deposited Securities held by them respectively,
               or by means of such other method as it may deem feasible in order
               to facilitate the exercise, sale or transfer of rights by such
               Holders or the sale or resale of securities obtainable upon
               exercise of such rights by such Holders; or

                    (ii) if at the time of the offering of any rights the
               Depositary determines that it is not lawful or not feasible to
               make such rights available to certain Holders by means of
               warrants or otherwise, or if the rights represented by such
               warrants or such other instruments are not exercised and appear
               to be about to lapse, the Depositary will use its reasonable
               efforts to sell such rights or such warrants or other
               instruments,


                                      A-13








               if a market therefor is available, at public or private sales, at
               such place or places and upon such terms as it may deem proper
               and, after deduction or upon payment of the fees and expenses of
               the Depositary and any applicable taxes, allocate the net
               proceeds of such sales for the account of the Holders otherwise
               entitled to such rights, warrants or other instruments upon an
               averaged or other practicable basis without regard to any
               distinctions among such Holders because of exchange restrictions
               or the date of delivery of any GDR or GDRs, or otherwise.

         If registration (under the Securities Act or any other applicable law)
of the rights or the securities to which any rights relate is required in order
for the Company to offer such rights to Holders and to sell to them the
securities to which such rights relate, the Depositary will not offer such
rights to Holders unless and until a registration statement is in effect, or
unless the offering and sale of such rights or securities to such Holders are
exempt from registration under the provisions of such law and, if requested by
the Depositary, the Company furnishes to the Depositary an opinion of counsel in
the United States for the Company reasonably satisfactory to the Depositary to
such effect. The Company shall have no obligation to register such rights or
such securities under the Securities Act.

         (18) Distributions Other Than Cash. Shares or Rights. Whenever the
Custodian or the Depositary shall receive any distribution other than cash,
Shares or rights upon any Deposited Securities, the Depositary will cause the
securities or property so received to be distributed to the Holders entitled
thereto, after deduction or upon payment of the fees and expenses of the
Depositary, in proportion to the number of GDSs representing such Deposited
Securities held by them respectively, in any manner that the Depositary may deem
equitable and practicable for accomplishing such distribution provided, however,
that if in the opinion of the Depositary it cannot cause such securities or
property to be distributed or such distribution cannot be made proportionately
among the Holders entitled thereto, or if for any other reason (including any
requirement that the Company, the Custodian or the Depositary withhold an amount
on account of taxes or other governmental charges or that such securities must
be registered under the Securities Act in order to be distributed to Holders)
the Depositary deems such distribution not to be feasible, the Depositary may,
after consultation with the Company, adopt such method as it may deem equitable
and practicable for the purpose of effecting such distribution, including the
sale (at public or private sale) of the securities or property thus received, or
any part thereof, and the net proceeds of any such sale will be distributed by
the Depositary to the Holders entitled thereto as in the case of a distribution
received in cash; provided that any unsold balance of such securities or
property will be distributed by the Depositary to the Holders entitled thereto,
if such distribution is feasible without withholding for or on account of any
taxes or other governmental charges and without registration under the
Securities Act, in accordance with such equitable and practicable method as the
Depositary adopts.

         (19) Conversion of Foreign Currency. Whenever the Custodian receives
currency other than dollars (in this paragraph referred to as "foreign
currency"), by way of dividends or other distributions or the net proceeds from
the sale of securities, property


                                      A-14








or rights, and if at the time of the receipt thereof the foreign currency so
received can in the judgment of the Depositary be converted on a reasonable
basis into dollars which can, at the time of receipt thereof, be transferred to
the United States and distributed to the Holders entitled thereto, the
Depositary will promptly convert or cause to be converted, by sale or in any
other manner that it may determine, such foreign currency into dollars, and such
dollars (less any reasonable and customary expenses incurred by the Depositary
in the conversion of the foreign currency) will be distributed to the Holders
entitled thereto or, if the Depositary shall have distributed any warrants or
other instruments which entitle the holders thereof to such dollars, then to the
holders of such warrants and/or instruments upon surrender thereof for
cancellation. Such distribution will be made upon an averaged or other
practicable basis without regard to any distinctions among Holders on account of
any application of exchange restrictions or otherwise.

         If such conversion or distribution generally or with regard to a
particular Holder can be effected only with the approval or license of any
government or agency thereof, the Depositary may file such application for
approval or license, if any, as it may deem desirable.

         If at any time the Depositary determines that in its judgment any
foreign currency received by the Depositary is not convertible on a reasonable
basis into dollars distributable to Holders entitled thereto, or if any approval
or license of any government or authority or agency thereof which is required
for such conversion is denied or in the opinion of the Depositary is not
obtainable, or if any such approval or license is not obtained within a
reasonable period as determined by the Depositary, the Depositary may distribute
the foreign currency (or an appropriate document evidencing the right to receive
such foreign currency) received by the Depositary to, or in its discretion may
hold such foreign currency (without liability for interest) for the respective
accounts of, the Holders entitled to receive the same.

         If any such conversion of foreign currency, in whole or in part, cannot
be effected for distribution to some Holders entitled thereto, the Depositary
may in its discretion make such conversion and distribution in dollars to the
extent permissible to the Holders for whom such conversion and distribution is
practicable and may, subject to any applicable currency and exchange
regulations, distribute the balance of the foreign currency received by the
Depositary to, or hold such balance for the account of, the Holders for whom
such conversion and distribution is not practicable.

         (20) Fixing of Record Date. Whenever any cash dividend or other cash
distribution shall become payable or any distribution other than cash shall be
made, or whenever rights shall be issued, with respect to the Deposited
Securities, or whenever the Depositary receives notice of any meeting of holders
of Shares or other Deposited Securities or any other meeting of holders of the
Company's securities at which holders of Shares or other Deposited Securities
are entitled to vote, or whenever, for any reason, the Depositary causes a
change in the number of Shares that are represented by each GDS, or whenever the
Depositary finds it necessary or convenient in respect of any matter (including
in connection with a mandatory conversion of Shares by the Company), the
Depositary will fix a record date after consultation with the Company (which
shall be


                                      A-15








as near as practicable to the corresponding record date for such distribution or
meeting set by the Company) for the determination of the Holders who shall be
entitled to receive such dividend, distribution or rights or the net proceeds of
the sale thereof, or to give instructions for the exercise of voting rights, if
any, at any such meeting or in respect of such changed number of Shares
represented by a GDS or in respect of such other matter. Except in the case of a
mandatory conversion by the Company of less than all of the Shares deposited
hereunder (which shall be governed by Section 2.06 of the Deposit Agreement, the
terms of which are described in paragraph (4) above) and subject to the
provisions of Sections 4.02 through 4.06 of the Deposit Agreement (which are
summarized in paragraphs (15) through (19), respectively, above) and to the
other terms and conditions of the Deposit Agreement, the Holders on such record
date will be entitled to receive the amount distributable by the Depositary with
respect to such dividend or other distribution or such rights or the net
proceeds of sale thereof and to exercise the rights of Holders under the Deposit
Agreement with respect to such changed number of Shares represented by each GDS,
in proportion to the number of GDSs held by them respectively, to give such
voting instructions, to receive such notice or solicitation or to act in respect
of any matter.

         (21) Voting of Deposited Securities. As soon as practicable after
receipt of notice of any meeting of holders of Shares or other Deposited
Securities or any other meeting of holders of the Company's securities at which
holders of Shares or other Deposited Securities are entitled to vote, the
Depositary will fix a record date for determining the Holders entitled to give
instructions for the exercise of voting rights as provided in Section 4.07 of
the Deposit Agreement (and summarized in paragraph (20) above) and will mail or
cause to be mailed to the Holders of record a notice which will contain: (a)
such information as is contained in such notice of meeting and (b) a statement
that the Holders of record at the close of business on a specified record date
will be entitled, subject to any applicable provisions of the law of the
Philippines and of the Amended Articles of Incorporation and the By-Laws of the
Company, to instruct the Depositary as to the exercise of the voting rights, if
any, pertaining to the number of Shares or other Deposited Securities
represented by their respective GDSs evidenced by their respective GDRs. Upon
the written request of a Holder on such record date, received on or before the
date established by the Depositary for such purpose, the Depositary will
endeavor insofar as is practicable to vote or cause to be voted the amount of
Deposited Securities represented by such GDSs evidenced by such GDR in
accordance with the instructions set forth in such request.

         The Depositary may not itself exercise any voting discretion over any
Shares. If the Depositary does not receive instructions from a Holder on or
before the date established by the Depositary for such purpose, such Holder
shall be deemed, and the Depositary shall deem such Holder, to have instructed
the Depositary to give a discretionary proxy to a person designated by the
Company for the purpose of exercising the voting rights, if any, pertaining to
the Shares represented by GDSs evidenced by such Holder's GDRs, provided that no
such discretionary proxy shall be given with respect to any matter as to which
the Company informs the Depositary that (i) the Company does not wish such proxy
given, (ii) substantial opposition exists or (iii) the rights of holders of
Shares will be materially and adversely affected.


                                      A-16








         Holders do not have, and will not have the right to instruct the
Depositary as to the exercise of, any dissenter's rights provided to holders of
Shares under Philippine law.

         (22) Changes Affecting Deposited Securities. Upon any change in par
value, split-up, consolidation or any other reclassification of Deposited
Securities (other than as a result of any conversion of Shares into Common Stock
in accordance with the terms of the Shares), or upon any recapitalization,
reorganization, merger or consolidation of the Company or sale of assets
affecting the Company or to which it is a party, any securities that shall be
received by the Depositary or the Custodian in exchange for or in conversion of
or in respect of Deposited Securities will be treated as new Deposited
Securities, and the GDRs will, subject to the terms of the Deposit Agreement and
applicable laws (including any registration requirements of the Securities Act),
thenceforth represent the right to receive the new Deposited Securities so
received in exchange or conversion, unless new or additional GDRs are delivered
pursuant to the following sentence. In any such case the Depositary may, and
will at the Company's request, subject to the terms of the Deposit Agreement,
execute and deliver additional GDRs, as in the case of a stock dividend on the
Shares, or call for the surrender of outstanding GDRs to be exchanged for new
GDRs specifically describing such new Deposited Securities.

         Notwithstanding the foregoing, in the event that the Depositary
determines that any security or property so received may not be lawfully or
practicably distributed to all or certain Holders, the Depositary may and will,
if the Company requests, sell such securities or property at public or private
sale, at such place or places and upon such terms as it may deem proper, and may
allocate the net proceeds of such sales (after payment of the expenses thereof
and any taxes or governmental charges) for the account of the Holders otherwise
entitled to such securities or property upon an averaged or other practicable
basis without regard to any distinctions among such Holders and distribute the
net proceeds so allocated to the extent practicable as in the case of a
distribution received in cash pursuant to Section 4.02 of the Deposit Agreement
(which is summarized in paragraph (15) above) .

         Promptly upon receipt of notice from the Company of the occurrence of
any such change, conversion or exchange covered by Section 4.09 of the Deposit
Agreement (as described in this paragraph (22)) in respect of the Deposited
Securities, the Depositary will give notice thereof in writing, at the Company's
expense, to all Holders.

         (23) Transmittal by the Depositary of Company Notices, Reports and
Communications; Inspection of Transfer Books. The Depositary will make available
for inspection during business hours by Holders at its Principal New York Office
and at the principal office of the Custodian copies of (i) the Deposit Agreement
and any related documents, (ii) the Preferred Stock Agreement dated the date of
the Deposit Agreement between the Company and the Depositary and relating
thereto (the "Company Agreement"), (iii) the Company's Amended Articles of
Incorporation and By-Laws and the Resolutions of the Board of Directors relating
to the Shares and (iv) any notices, reports or communications, including any
proxy soliciting materials, received from the Company which are both (a)
received by the Depositary or the Custodian or the nominee of either, as the
holder of the Deposited Securities, and (b) made generally available to


                                      A-17








the holders of such Deposited Securities by the Company. The Depositary will
also send to Holders, at the Company's expense, copies of such notices, reports
and communications when furnished by the Company to the Depositary pursuant to
the Deposit Agreement. The Depositary will keep books for the registration of
GDRs and their transfer which at all reasonable times will be open for
inspection by the Company and Holders of GDRs, provided that such inspection
shall not be for the purpose of communicating with Holders of GDRs in the
interest of a business or object other than the business of the Company or a
matter related to the Deposit Agreement or the GDRs.

         (24) Withholding. Notwithstanding any other provision of the Deposit
Agreement, in the event that the Depositary determines that any distribution of
property (including Shares, rights to subscribe therefor and other securities)
is subject to any tax or governmental charges which the Depositary is obligated
to withhold, the Depositary may dispose of all or a portion of such property
(including Shares, rights to subscribe therefor and other securities) in such
amounts and in such manner as the Depositary deems necessary and practicable to
pay such taxes or governmental charges, including by public or private sale, and
the Depositary will distribute the net proceeds of any such sale or the balance
of any such property after deduction of such taxes or governmental charges to
the Holders entitled thereto in proportion to the number of GDSs held by them
respectively and the Depositary will, if feasible without withholding for or on
account of taxes or other governmental charges, and otherwise in compliance with
applicable law, distribute any unsold balance of such property in accordance
with the provisions of the Deposit Agreement. To the extent that the Depositary
is obligated to withhold as described in the previous sentence, the Depositary
will remit to the appropriate governmental authority or agency all amounts
withheld and owing to such authority or agency and will file such corresponding
reports as may be required.

         The Company has agreed with the Depositary that, before making any
distribution or other payment on any Deposited Securities, the Company will make
such deductions (if any) which, by the laws or regulations of the Philippines,
the Company is required to make in respect of any income, capital gains or other
taxes and that the Company may also deduct the amount of any tax or governmental
charges payable by the Company or for which the Company might be made liable in
respect of such distribution or other payment or any document signed in
connection therewith.

         (25) Obligations of the Depositary the Custodian and the Company. The
Company assumes no obligation nor is it subject to any liability under the
Deposit Agreement to Holders or other persons, except that it has agreed with
the Depositary to act in good faith and use reasonable judgment in the
performance of its obligations set forth in the Company Agreement. The
Depositary assumes no obligation nor is it subject to any liability under the
Deposit Agreement to Holders or other persons (including, without limitation,
liability with respect to the validity or worth of the Deposited Securities),
except that it has agreed to act in good faith and use reasonable judgment in
the performance of its obligations set forth in the Deposit Agreement. The
Depositary has undertaken in the Deposit Agreement to perform such duties and
only such duties as are specifically set forth therein, and no implied covenants
or obligations shall be read into the Deposit Agreement against the Depositary
or the Company.


                                      A-18








         Neither the Depositary nor the Company are under any obligation to
appear in, prosecute or defend any action, suit or other proceeding in respect
of any Deposited Securities or in respect of the GDRs, which in its opinion may
involve it in expense or liability, unless indemnity satisfactory to it in its
sole discretion against all expense and liability be furnished as often as may
be required, and no Custodian is under any obligation whatsoever with respect to
such proceedings, the Custodian being responsible solely to the Depositary.

         Neither the Depositary nor the Company shall be liable for any action
or inaction by it in reliance upon the advice of or information from legal
counsel, accountants, any person presenting Shares for deposit, any Holder or
any other person believed by it in good faith to be competent to give such
advice or information. Each of the Depositary, its agents and the Company and
its agents may rely and shall be protected in acting upon any written notice,
request, direction or other document believed by it to be genuine and to have
been signed or presented by the proper party or parties. Subject to the
provisions of Section 5.02 of the Deposit Agreement (which are summarized in
this paragraph (25)), the Depositary is not responsible for any failure to carry
out any instructions to vote any of the Deposited Securities, for the manner in
which any such vote is cast or for the effect of any such vote.

         It is intended that neither the Depositary nor any agent of the
Depositary shall be deemed to be an "issuer" of the securities under the federal
securities laws or applicable state securities laws of the United States or any
other jurisdiction, it being expressly understood and agreed that the Depositary
and its agents are acting only in a ministerial capacity as Depositary for the
Shares.

         (26) Prevention or Delay in Performance by the Depositary or the
Company. Neither the Depositary nor the Company will incur any liability to any
Holder or other person if by reason of any present or future law, regulation,
decree, order or other action of the United States, the Philippines or any other
country or jurisdiction, or of any other governmental authority, or by reason of
any act of God, war or other circumstances beyond its control or, in the case of
the Depositary, by reason of any provision, present or future, of the Amended
Articles of Incorporation and By-laws of the Company or any Deposited
Securities, the Depositary or the Company is prevented, delayed or forbidden
from doing or performing any act or thing which by the terms of the Deposit
Agreement (in the case of the Depositary) or the Company Agreement it is
provided shall be done or performed; nor will the Depositary or the Company
incur any liability to any Holder or other person by reason of any
nonperformance or delay, caused as aforesaid, in performance of any act or thing
that by the terms of the Deposit Agreement it is provided shall or may be done
or performed, or by reason of any exercise of, or failure to exercise, any
discretion provided for in the Deposit Agreement. Where, by the terms of a
distribution pursuant to Section 4.02, 4.03 or 4.05 of the Deposit Agreement
(which are summarized in paragraphs (15), (16) and (18), respectively, above) or
an offering or distribution pursuant to Section 4.04 of the Deposit Agreement
(which is summarized in paragraph (17) above), or because of applicable law,
such distribution or offering may not be made available to Holders, and the
Depositary may not dispose of such distribution or offering on behalf of such
Holders and make the net proceeds available to


                                      A-19








such Holders, then the Depositary may make no such distribution or offering, and
may allow any rights, if applicable, to lapse.

         (27) Resignation of the Depositary Appointment of Successor Depositary
the Custodian. The Depositary may at any time resign as Depositary under the
Deposit Agreement by 30 days' written notice of its election so to do to the
Company, such resignation to take effect upon the appointment of a successor
depositary and its acceptance of such appointment as provided in the Deposit
Agreement.

         In case at any time the Depositary acting under the Deposit Agreement
resigns, the Company has agreed to use its best efforts to appoint a successor
depositary, which shall be a bank or trust company having an office in the
Borough of Manhattan, The City of New York. Any corporation into or with which
the Depositary may be merged or consolidated will be the successor of the
Depositary without the execution or filing of any document or any further act.

         The Depositary, after consultation with the Company, will from time to
time appoint one or more agents to act for it as Custodian under the Deposit
Agreement. The Depositary has initially appointed Citibank, N.A., Manila, as
custodian and agent of the Depositary for the purpose of the Deposit Agreement.
The Custodian in acting under the Deposit Agreement will be subject at all times
and in all respects to the direction of the Depositary and will be responsible
solely to it. The Custodian may resign and be discharged from its duties under
the Deposit Agreement by 30 days' prior notice of its election to do so
delivered to the Depositary; such resignation to become effective upon
appointment of a successor Custodian and its acceptance of such appointment as
provided in the Deposit Agreement. The Depositary may discharge any Custodian at
any time upon notice to the Custodian being discharged and appoint a substitute
or an additional custodian, who will thereafter be the Custodian under the
Deposit Agreement.

         (28) Issuance of Additional Shares, Etc. In the event of any issuance
of additional Shares or of other securities (including rights and convertible or
exchangeable securities) as a dividend or distribution with respect to the
Shares or other Deposited Securities, or future issuances to Holders for cash of
additional Shares or such other securities, the Depositary will not distribute
any such additional Shares or other securities to the Holders unless the Company
shall have furnished to the Depositary a written opinion from counsel for the
Company in the United States, which counsel shall be reasonably satisfactory to
the Depositary, to the effect that such dividend or distribution will not
violate the Securities Act.

         The Company has agreed with the Depositary that any future issuances of
(1) additional Shares, (2) rights, preferences or privileges to subscribe for
Shares, (3) securities convertible into or exchangeable for Shares, or (4)
rights, preferences or privileges to subscribe for securities convertible into
or exchangeable for Shares (in each case other than as a dividend or
distribution or issuance for cash to Holders as described in the immediately
preceding paragraph) shall be effected by the Company in a manner so as to not
violate the Securities Act. If the Company determines that an issuance of such
securities is required to be registered under the Securities Act, the Company
has


                                      A-20








agreed with the Depositary to (x) register such issuance to the extent
necessary, (y) alter the terms of the issuance to avoid the registration
requirements of the Securities Act or (z) direct the Depositary to take such
measures as are provided in Sections 4.03 through 4.05 of the Deposit Agreement
(which are summarized in paragraphs (16) through (18), respectively, above) or
other specific measures with respect to the acceptance for deposit of Shares to
prevent such issuance from being made in violation of the registration
requirements of the Securities Act.

         The Company has agreed with the Depositary that neither the Company nor
any company controlling, controlled by or under common control with the Company
will at any time deposit any Shares, either upon original issuance or upon a
sale of Shares previously issued and reacquired by the Company or by any such
controlled or controlling company unless such transaction is registered under
the Securities Act or is exempt from registration under the Securities Act as
confirmed by a written opinion from counsel for the Company in the United
States, which counsel shall be reasonably satisfactory to the Depositary.

         (29) Amendment. The form of this GDR and any provisions of the Deposit
Agreement may, with the consent of the Company, at any time and from time to
time be amended by the Depositary in any respect which it may deem necessary or
desirable. Any amendment which imposes or increases any fees or charges (other
than taxes and other governmental charges), or which otherwise prejudice any
substantial existing right of Holders, shall not, however, become effective as
to outstanding GDRs until the expiration of 90 days (or 30 days in the case of
any amendment which shall impose or increase any fees of the Depositary for the
issuance, execution and delivery of GDRs or any fees or expenses in respect of
transfer or sales of Common Stock or any delivery expenses and charges incurred
by the Depositary in the conversion of foreign currency and in connection with
foreign exchange control regulations) after notice of such amendment shall have
been given to the Holders of outstanding GDRs. Every Holder at the time any
amendment becomes effective shall be deemed by continuing to hold such GDR to
consent and agree to such amendment and to be bound by the Deposit Agreement as
amended thereby. In no event shall any amendment impair the right of any Holder
to surrender such Holder's GDRs and receive therefor the Deposited Securities
represented thereby or to direct the Depositary to forward Notices of Conversion
to the Conversion Agent on such Holder's instructions and (pursuant to the
Common Stock Deposit Agreement) request the Depositary to use reasonable efforts
to sell or cause to be sold the shares of Common Stock delivered and deposited
with the Depositary upon conversion of Shares represented by GDRs and to
distribute the proceeds from the sale of such Common Stock to the persons
entitled thereto, in any case except in order to comply with provisions of
applicable law.

         (30) Termination. The Depositary will at any time at the direction of
the Company terminate the Deposit Agreement by mailing notice of such
termination to the Holders of all GDRs then outstanding at least 90 days prior
to the date fixed in such notice for such termination. The Depositary may
likewise terminate the Deposit Agreement if the Depositary delivers to the
Company a written notice of its election to resign, and a qualified successor
depositary shall not have been appointed and accepted


                                      A-21








its appointment as provided in Section 5.04 of the Deposit Agreement (which is
summarized in paragraph (27) above) within 90 days after such delivery. If any
GDRs remain outstanding after the date of termination, the Depositary thereafter
will discontinue the registration of transfers of GDRs, will suspend the
distribution of dividends to the Holders thereof, will not accept deposits of
Shares (and will instruct each Custodian to act accordingly), and will not give
any further notices or perform any further acts under the Deposit Agreement,
except that the Depositary will continue to collect dividends and other
distributions pertaining to Deposited Securities, will sell property and rights
and convert Deposited Securities into cash as provided in the Deposit Agreement,
and will continue to deliver Deposited Securities, together with any dividends
or other distributions received with respect thereto and the net proceeds of the
sale of any Shares, rights or other property (in all such cases, without
liability for interest), in exchange for GDRs surrendered to the Depositary. At
any time after the expiration of six months from the date of termination, the
Depositary may sell the Deposited Securities then held under the Deposit
Agreement and may thereafter hold the net proceeds of any such sale, together
with any other cash then held by it under the Deposit Agreement, without
liability for interest, for the pro rata benefit of the Holders of GDRs which
have not theretofore been surrendered. After making such sale, the Depositary
will be discharged from all obligations under the Deposit Agreement and the
Company Agreement, except to account for such net proceeds and other cash and
for its obligations under the indemnification provisions of Section 5.10 of the
Deposit Agreement.

         FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s)
and transfer(s) unto whose taxpayer identification number is and whose address
including postal zip code is the within GDR and all rights thereunder, hereby
irrevocably constituting and appointing attorney-in-fact to transfer said GDR on
the books of the Depositary with full power of substitution in the premises.

Dated:                                   Name:
      --------------------------              ---------------------------------
                                         By:
                                            -----------------------------------
                                         Title:
                                               --------------------------------
                                         NOTICE: The signature of the Holder
                                         to this assignment must correspond
                                         with the name as written upon the face
                                         of the within instrument in every
                                         particular, without alteration or
                                         enlargement or any change whatsoever.

SIGNATURE GUARANTEED

- --------------------------------



                                      A-22









                                                                       EXHIBIT B


                            CHARGES OF THE DEPOSITARY



                 Service                Rate                    By Whom Paid
                 -------                ----                    ------------
                                                      
1)  Creation of Global Depositary       Waived               N/A
    GDR program

2)  Annual maintenance fee for          Waived               N/A
    GDR program

3)  Issuance of GDR against deposit     $0.05 per GDS        Party receiving
    of GDR Shares (except upon
    Initial Deposit) or other
    depositary receipts

4)  Withdrawal of Deposited             $0.05 per GDS        Party
    Securities (including for the                            surrendering GDR
    purpose of conversion of the
    Shares) against surrender
    of GDRs

5)  Sale or exercise of rights or       $0.02 per GDS per    Party for whom the
    other corporate action involving    distribution         sale or exercise of
    distributions in respect of                              rights, is made
    Deposited Securities









                                                                       EXHIBIT C


                              NOTICE OF CONVERSION

Citibank, N.A., as Depositary
ADR Department
111 Wall Street
New York, New York 10043

          Re:   Philippine Long Distance Telephone
                Company (the "Company")

          1. The undersigned Holder hereby irrevocably authorizes the Depositary
on such Holder's behalf, to exercise the option to convert shares of the Series
III Convertible Preferred Stock of the Company (the "Shares") represented by the
GDSs evidenced by the GDR surrendered in connection herewith into shares of
Common Stock (and any other applicable securities or property) of the Company in
accordance with the terms of and conditions of the Shares and as provided in
Section 2.06 of the Deposit Agreement relating to the Shares, dated as of
November 29, 1994, among Citibank, N.A., as Depositary, and the Holders from
time to time of the GDRs issued thereunder, and directs that Common Stock of the
Company deliverable upon such conversion be registered in the name of and
delivered, together with a check in payment for any fractional shares of Common
Stock and any other property deliverable upon conversion, to the undersigned
unless a different name has been indicated below.

          2. If the undersigned desires that the shares of Common Stock
deliverable upon conversion of the Shares be deposited in accordance with the
terms and conditions of the depositary arrangements of the Depositary dated as
of October 19, 1994 relating to the Common Stock (the "Common Stock Deposit
Agreement"), the undersigned should so indicate below and designate Citicorp
Trade Services Limited as the registered holder of such Common Stock.

          3. The undersigned hereby agrees to pay all fees (including the fees
of the Depositary), taxes (including stamp, transfer and capital gains taxes)
and governmental or other charges payable in connection with the surrender and
cancellation of the GDRs and GDSs, the conversion of the Shares and the
issuance, registration and delivery and, if applicable, the deposit of the
Common Stock in accordance with the terms and conditions of the Common Stock
Deposit Agreement (other than any capital or stamp duties payable in the
Philippines in respect of the Common Stock that are payable by the Company). If
the number of Shares indicated above is less than the number of Shares on
deposit with the Depositary in respect of a GDR surrendered in connection
herewith the undersigned directs the Depositary to issue to the undersigned,
unless a different name is indicated below, a new GDR evidencing Shares for the
balance not to be converted.

          4. The undersigned understands and agrees that the Depositary has
agreed to forward to the Conversion Agent this Notice of Conversion and the
Shares being converted in connection herewith as a matter of convenience only
and that this Notice of Conversion will not be effective until received by the
Conversion Agent and all








conditions precedent to the conversion of Shares have been satisfied. Neither
the Depositary nor the Custodian shall be responsible or liable to any Holder
for any loss, liability or expense suffered by such Holder arising from any
delay in forwarding this Notice of Conversion or the Shares being converted in
connection herewith to the Conversion Agent.

          5. Name and address of person in whose name the Common Stock delivered
upon conversion of the Shares are to be registered:

Name:
       --------------------------------
Address:
          -----------------------------

- ---------------------------------------

          6. The undersigned hereby requests that the certificates for the
Common Stock (together with any securities, cash or other property) required to
be delivered upon conversion:

     (a)  be delivered at the office in Manila of the Conversion Agent (which
          currently is Citibank, Manila, 8741 Paseo de Roxas, Makati, Metro
          Manila, Philippines) to the order of .

          Name:
               ------------------------------------
          Address:
                  ---------------------------------

          -----------------------------------------

          OR

     (b)  be despatched (at the undersigned's risk and expense) to the person
          whose name and address is given below and in the manner specified
          below:

          Name:
               ------------------------------------
          Address:
                  ---------------------------------

          -----------------------------------------
          Manner of despatch:
                             ----------------------

          7. The undersigned acknowledges that the terms of the Shares set forth
certain conditions precedent which must be fulfilled before the Shares specified
above will be treated as effectively deposited for conversion.

          8. The undersigned acknowledges that if Section 6(b) above is
completed, despatch will be made at the risk and expense of the converting
Shareholder and the converting Shareholder will be required to prepay the
expenses of, and submit any necessary documents required in order to effect,
despatch in the manner specified.

Name:                                         Date:
     ---------------------------------------       ----------------------------
Address:
        -----------------------------------------------------------------------
Signature:
          --------------------------------------------------

                                     * * * *








For Custodian's use only:

Certificate numbers of Shares delivered to Conversion Agent:

_____________________________________________________________________

_____________________________________________________________________

For Conversion Agent's use only:

1.   Date of Receipt:__________________________

2.   (A) Aggregate number of Shares deposited for conversion multiplied by the
         Reference Amount (US$25 per Share):_______________ .

     (B) Conversion Price:_______________ .

     (C) Number of shares of Common Stock issuable:________________ (disregard
         fractions)

3.   If applicable, amount of cash payment due to converting holder in respect
     of fractions of shares of Common Stock:__________________ .

EX-99

================================================================================



                        PREFERRED STOCK DEPOSIT AGREEMENT

                                     BETWEEN

                                 CITIBANK, N.A.
                                  as Depositary

                                       AND

                                   HOLDERS OF
                           GLOBAL DEPOSITARY RECEIPTS
                                   EVIDENCING
                            GLOBAL DEPOSITARY SHARES

                                  REPRESENTING
                     SERIES III CONVERTIBLE PREFERRED STOCK

                                       OF

                   PHILIPPINE LONG DISTANCE TELEPHONE COMPANY

                          Dated as of November 29, 1994

================================================================================








                                TABLE OF CONTENTS



                                                                                                      Page
                                                                                                  
ARTICLE I           DEFINITIONS..........................................................................1
   Section 1.01     Commission...........................................................................1
   Section 1.02     Common Stock.........................................................................1
   Section 1.03     Common Stock Deposit Agreement.......................................................1
   Section 1.04     Company..............................................................................1
   Section 1.05     Company Agreement....................................................................1
   Section 1.06     Conversion Agent.....................................................................1
   Section 1.07     Custodian............................................................................2
   Section 1.08     Deposit Agreement....................................................................2
   Section 1.09     Depositary...........................................................................2
   Section 1.10     Deposited Securities.................................................................2
   Section 1.11     Dollars: Pesos.......................................................................2
   Section 1.12     GDRs.................................................................................2
   Section 1.13     GDSs.................................................................................2
   Section 1.14     Holder...............................................................................2
   Section 1.15     Initial Deposit......................................................................2
   Section 1.16     Nominee..............................................................................3
   Section 1.17     Philippines..........................................................................3
   Section 1.18     Principal New York Office............................................................3
   Section 1.19     Registrar............................................................................3
   Section 1.20     Securities Act.......................................................................3
   Section 1.21     Securities Exchange Act..............................................................3
   Section 1.22     Shares...............................................................................3

ARTICLE II          FORM OF GDRs, DEPOSIT OF SHARES, EXECUTION AND DELIVERY, TRANSFER AND SURRENDER
                    OF GDRs..............................................................................4
   Section 2.01     Form and Transferability of GDRs.....................................................4
   Section 2.02     Deposit of Shares....................................................................5
   Section 2.03     Execution and Delivery of GDRs.......................................................6
   Section 2.04     Transfer of GDRs; Combination and Split-up of GDRs...................................7
   Section 2.05     Surrender of GDRs and Withdrawal of Deposited Securities.............................7
   Section 2.06     Conversion of Shares; Mandatory Conversion...........................................8
   Section 2.07     Limitations on Execution and Delivery, Transfer, Etc. of GDRs; Suspension of
                    Delivery, Transfer, Etc.............................................................10
   Section 2.08     Lost GDRs, etc......................................................................12
   Section 2.09     Cancellation and Destruction of Surrendered GDRs....................................12
   Section 2.10     Maintenance of Records..............................................................12

ARTICLE III         CERTAIN OBLIGATIONS OF HOLDERS OF GDRs..............................................12
   Section 3.01     Filing Proofs, Certificates and Other Information...................................12
   Section 3.02     Liability of Holders for Taxes and Other Charges....................................13
   Section 3.03     Representations and Warranties on Deposit, Transfer, Surrender and Withdrawal of
                    Shares or GDRs......................................................................13


                                       i







                                                                                                 
   Section 3.04     Disclosure of Interests.............................................................13
   Section 3.05     Ownership Restrictions..............................................................13

ARTICLE IV          RIGHTS RELATING TO THE DEPOSITED SECURITIES; CERTAIN OBLIGATIONS OF THE
                    DEPOSITARY..........................................................................14
   Section 4.01     Power of Attorney...................................................................14
   Section 4.02     Cash Distributions; Withholding.....................................................14
   Section 4.03     Distributions in Shares.............................................................14
   Section 4.04     Distribution of Rights..............................................................15
   Section 4.05     Distributions Other Than Cash, Shares or Rights.....................................16
   Section 4.06     Conversion of Foreign Currency......................................................17
   Section 4.07     Fixing of Record Date...............................................................18
   Section 4.08     Voting of Deposited Securities......................................................18
   Section 4.09     Changes Affecting Deposited Securities..............................................19
   Section 4.10     Transmittal by the Depositary of Company Notices, Reports and Communications........19
   Section 4.11     Withholding.........................................................................20
   Section 4.12     Available Information...............................................................20
   Section 4.13     Lists of Receipt Holders............................................................21

ARTICLE V           THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY.......................................21
   Section 5.01     Maintenance of Depositary's Office and Register.....................................21
   Section 5.02     Obligations of the Depositary, the Custodian and the Company........................22
   Section 5.03     Prevention or Delay in Performance by the Depositary or the Company.................22
   Section 5.04     Resignation of the Depositary; Appointment of Successor Depositary..................23
   Section 5.05     Charges of Depositary...............................................................23
   Section 5.06     The Custodian.......................................................................24
   Section 5.07     Notices, Reports and Communications.................................................25
   Section 5.08     Issuance of Additional Shares, Etc..................................................26
   Section 5.09     Indemnification.....................................................................26

ARTICLE VI          AMENDMENT AND TERMINATION...........................................................27
   Section 6.01     Amendment...........................................................................27
   Section 6.02     Termination.........................................................................28

ARTICLE VII         MISCELLANEOUS.......................................................................28
   Section 7.01     Counterparts........................................................................28
   Section 7.02     Third Party Beneficiaries...........................................................28
   Section 7.03     Severability........................................................................28
   Section 7.04     Holders as Parties; Binding Effect..................................................28
   Section 7.05     Notices.............................................................................29
   Section 7.06     Governing Law.......................................................................29
   Section 7.07     Compliance with U.S. Securities Laws................................................29



                                       ii







                        PREFERRED STOCK DEPOSIT AGREEMENT

         DEPOSIT AGREEMENT dated as of November 29, 1994 between CITIBANK, N.A.,
a national banking association organized under the laws of the United States, as
depositary (such entity and any successor as depositary hereunder, the
"Depositary"), and all holders from time to time of the GDRs issued hereunder
and the GDSs evidenced by such GDRs. The GDSs shall represent Shares (as
hereinafter defined) of PHILIPPINE LONG DISTANCE TELEPHONE COMPANY, a
corporation organized under the laws of the Republic of the Philippines (the
"Company").

                              W I T N E S S E T H:

         WHEREAS, the Depositary desires to provide for the Initial Deposit of
Shares, for the deposit of additional Shares from time to time thereafter with
the Depositary or with the Custodian, for the creation of GDSs representing the
Shares so deposited and for the execution and delivery of GDRs evidencing the
GDSs;

         NOW, THEREFORE, in consideration of the premises the parties hereto
agree as follows:

                                   ARTICLE I

                                   DEFINITIONS

         The following definitions shall for all purposes, unless otherwise
clearly indicated, apply to the respective terms used in this Deposit Agreement:

         Section 1.01 Commission. The term "Commission" shall mean the
Securities and Exchange Commission of the United States or any successor
governmental agency in the United States.

         Section 1.02 Common Stock. The term "Common Stock" shall mean the
common capital stock of the Company, par value P5 per share, and shall include
evidence of rights to receive Common Stock (including, but not limited to,
purchase invoices as may effectuate the legal transfer of title to Common Stock
under Philippine law).

         Section 1.03 Common Stock Deposit Agreement. The term "Common Stock
Deposit Agreement" shall have the meaning set forth in Section 2.06(a).

         Section 1.04 Company. The term "Company" shall have the meaning set
forth in the introductory paragraph of this Deposit Agreement.

         Section 1.05 Company Agreement. The term "Company Agreement" shall have
the meaning given such term in Section 4.10.

         Section 1.06 Conversion Agent. The term "Conversion Agent" shall mean
the conversion agent appointed by the Company from time to time in respect of
the







Shares, which is, as of the date hereof, Citibank, N.A., Manila, 8741 Paseo de
Roxas, Makati, Metro Manila, Philippines.

         Section 1.07 Custodian. The term "Custodian" shall mean, as of the date
hereof, Citibank, N.A., Manila, 8741 Paseo de Roxas, Makati, Metro Manila,
Philippines, as agent of the Depositary for the purposes of this Deposit
Agreement, and any other firm or corporation that may be appointed by the
Depositary pursuant to the terms of Section 5.07 as additional or substitute
Custodian hereunder, as the context shall require, and the term "Custodian"
shall mean all of them, collectively.

         Section 1.08 Deposit Agreement. The term "Deposit Agreement" shall mean
this Deposit Agreement, as the same may be amended from time to time in
accordance with the provisions hereof and all instruments supplemental hereto.

         Section 1.09 Depositary. The term "Depositary" shall have the meaning
set forth in the introductory paragraph of this Deposit Agreement.

         Section 1.10 Deposited Securities. The term "Deposited Securities" as
of any time shall mean the Shares at such time deposited under this Deposit
Agreement and any and all other securities, property and cash received by the
Depositary or the Custodian in respect thereof and at such time held hereunder,
subject in the case of cash to the provisions of Section 4.06.

         Section 1.11 Dollars: Pesos. The term "dollars" shall mean United
States dollars. The term "Pesos" or "P" shall mean Philippine pesos.

         Section 1.12 GDRs. The term "GDRs" shall mean the Global Depositary
Receipts issued hereunder evidencing GDSs, as such Global Depositary Receipts
may be time to time in accordance with the provisions of this Deposit Agreement.
A GDR may evidence any number of GDSs.

         Section 1.13 The term "GDSs" shall mean the rights evidenced by the
GDRs issued hereunder and the interests in the Deposited Securities represented
thereby. Each GDS shall represent one Share until there shall occur a
distribution upon Deposited Securities referred to in Section 4.03 or a change
in Deposited Securities referred to in Section 4.09 with respect to which
additional GDRs are not issued, and thereafter each GDS shall represent the
right to receive the Deposited Securities specified in such Sections.

         Section 1.14 Holder. The term "Holder" shall mean the person or persons
in whose name a GDR is registered on the register of the Depositary maintained
for such purpose.

         Section 1.15 Initial Deposit. The term "Initial Deposit" shall mean the
deposit of Shares with the Custodian as described in the Underwriting Agreement
(the "Underwriting Agreement") between the Company and the Underwriters named
therein (the "Underwriters"), dated November 21, 1994.

                                       2







         Section 1.16 Nominee. The term "Nominee" when used with respect to the
Depositary shall mean Citicorp Trade Services Limited, a corporation organized
under the laws of Hong Kong. The Nominee shall perform in whatever capacity and
to whatever extent under this Deposit Agreement as the Depositary designates in
its appointment of the Nominee. Such appointment may be evidenced by written
agreement, letter, telegram, telex or facsimile transmission or orally with
subsequent confirming agreement, letter, telegram, telex or facsimile
transmission.

         Section 1.17 Philippines. The term "Philippines" shall mean the
Republic of the Philippines.

         Section 1.18 Principal New York Office. The term "Principal New York
Office," when used with respect to the Depositary, shall be the principal office
of the Depositary in The City of New York at which at any particular time its
corporate trust business shall be administered, which at the date of this
Deposit Agreement is located at 111 Wall Street, 5th Floor, New York, New York
10043.

         Section 1.19 Registrar. The term "Registrar" shall mean any bank or
trust company having an office in the Borough of Manhattan, The City of New
York, appointed by the Depositary to register GDRs and transfers of GDRs as
herein provided, and shall include any co-registrar appointed by the Depositary
for such purposes.

         Section 1.20 Securities Act. The term "Securities Act" shall mean the
United States Securities Act of 1933, as from time to time amended.

         Section 1.21 Securities Exchange Act. The term "Securities Exchange
Act" shall mean the United States Securities Exchange Act of 1934, as from time
to time amended.

         Section 1.22 Shares. The term "Shares" shall mean Series III
Convertible Preferred Stock of the Company, par value P10 per share, convertible
into Common Stock, and shall include evidence of rights to receive Shares
(including, but not limited to, purchase invoices and assignment as may
effectuate the legal transfer of title to Shares under Philippine law);
provided, however, that if there shall occur any change in par value, a split-up
or consolidation or any other reclassification or, upon the occurrence of an
event described in Section 4.09, an exchange or conversion in respect of the
Shares of the Company, the term "Shares" shall thereafter represent the
successor securities resulting from such change in par value, split-up or
consolidation or such other reclassification or such exchange or conversion.

                                       3







                                   ARTICLE II

                            FORM OF GDRs, DEPOSIT OF
                                SHARES, EXECUTION
                                  AND DELIVERY,
                         TRANSFER AND SURRENDER OF GDRs

         Section 2.01 Form and Transferability of GDRs. The GDRs shall be
engraved, lithographed or printed on steel engraved borders, or in such other
form as may be determined by the Depositary after consultation with the Company,
and shall be substantially in the form set forth in Exhibit A annexed to this
Deposit Agreement, with appropriate insertions, modifications and omissions, as
hereinafter provided.

         GDRs shall be executed and dated by the Depositary by the manual or
facsimile signature of a duly authorized officer of the Depositary; provided,
however, that such signature may be a facsimile only if a Registrar for the GDRs
shall have been appointed and such GDRs are countersigned by the manual
signature of a duly authorized officer of the Registrar and dated by such
officer. No GDR shall be entitled to any benefits under this Deposit Agreement
or be valid or obligatory for any purpose unless such GDR shall have been
executed by the Depositary by the manual signature of a duly authorized officer
or, if a Registrar shall have been appointed, by the manual signature of a duly
authorized officer of the Registrar, and such execution of any GDR by manual
signature shall be conclusive evidence, and the only evidence, that such GDR has
been duly executed and delivered hereunder. The Depositary shall maintain a
register in which each GDR so executed and delivered as hereinafter provided and
any transfer of each such GDR shall be registered. GDRs bearing the facsimile
signature of a duly authorized signatory of the Depositary who was at any time a
proper signatory of the Depositary shall bind the Depositary, notwithstanding
that such signatory has ceased to hold such position prior to the execution of
such GDRs by the Registrar and their delivery or such signatory did not hold
such position at the date of such GDRs.

         The GDRs may be endorsed with or have incorporated in the text thereof
such legends or recitals or changes not inconsistent with the provisions of this
Deposit Agreement as may be required to comply with the requirements of any
applicable law or regulation, or with the rules and regulations of any
securities exchange or market upon which GDRs may be listed or traded or to
conform with any usage with respect thereto, or to indicate any special
limitations or restrictions to which any particular GDRs are subject by reason
of the date of issuance of the underlying Deposited Securities or as the
Depositary may from time to time determine after consultation with the Company.

         Subject to any limitations set forth in a GDR or in this Deposit
Agreement, when such GDR is properly endorsed or accompanied by proper
instruments of transfer (including signature guarantees in accordance with
standard industry practice), and upon compliance with the restrictions on
transfer set forth in any legends appearing on such GDR, title to such GDR (and
to each GDS evidenced thereby) shall be transferable by delivery with the same
effect as in the case of a negotiable instrument in accordance with the laws of
the State of New York; provided, however, that the Company and the

                                       4







Depositary, notwithstanding any notice to the contrary, may deem and treat the
Holder of a GDR as the absolute owner thereof for any purpose, including but not
limited to the purpose of determining the person entitled to distribution of
dividends or other distributions or to any notice provided for in this Deposit
Agreement and neither the Depositary nor the Company shall have any obligation
or be subject to any liability under this Deposit Agreement to any holder of a
GDR unless such holder is the Holder thereof.

         Section 2.02 Deposit of Shares. The Initial Deposit will be made by
physical delivery of Shares to the Custodian, registered in the name of the
Nominee. Subject to the terms and conditions of this Deposit Agreement, upon
such Initial Deposit the Depositary shall execute and deliver GDRs evidencing
the GDSs representing the Deposited Securities constituting the Initial Deposit
in the manner provided in Section 2.03 of this Deposit Agreement.

         Subject to the terms and conditions of this Deposit Agreement, the
Custodian shall accept Shares for subsequent deposit hereunder when such deposit
is made by (i) delivery of certificates evidencing such Shares to the Custodian,
accompanied by any appropriate instrument or instruments of transfer or
endorsement in form satisfactory to the Custodian together with such other
documentation as the Depositary and the Company may require and the fees and
expenses of the Depositary as herein provided and (ii) a written order to the
Custodian instructing the Custodian to direct the Depositary to execute and
deliver to, or upon the written order of, the person or persons stated in such
order, a GDR or GDRs for the number of GDSs representing such deposited Shares.

         The Depositary and the Custodian shall refuse to accept Shares for
deposit and issue GDRs whenever they have been notified, as hereafter provided,
that the Company has restricted transfer of such Shares to comply with the
ownership restrictions referred to in Section 3.05 or that such deposit would
result in a violation of any applicable laws or regulations. The Company has
agreed with the Depositary to notify the Depositary and the Custodian in writing
with respect to any such restrictions on transfer of its Shares for deposit
hereunder.

         As a condition of accepting Shares for deposit and issuing GDRs, the
Depositary may require that the person making such deposit furnish (a) evidence
satisfactory to the Depositary (which may be an opinion of counsel) that any
necessary approval has been granted by the governmental body in the Philippines,
if any, which is then performing the function of the regulation of currency
exchange, (b) an agreement, assignment or other instrument satisfactory to the
Depositary that provides for the prompt transfer to the Nominee of any dividend
or right to subscribe for additional Shares or to receive other property which
any person in whose name the Shares are or have been recorded may thereafter
receive upon or in respect of such deposited Shares or, in lieu thereof, such
agreement of indemnity or other agreement as shall be satisfactory to the
Depositary and (c) if the Shares are registered in the name of the person on
whose behalf they are presented for deposit, a proxy or proxies entitling the
Custodian to vote such deposited Shares for any and all purposes until the
Shares are registered in the name of the Nominee.

                                       5







         At the request and risk and expense of any holder of Shares, and for
the account of such holder, the Depositary may receive Shares to be deposited
together with other orders, instruments and evidence herein specified, for the
purpose of forwarding such orders, instruments and evidence to the Custodian
hereunder.

         Upon each delivery to the Custodian of Shares or other securities to be
deposited hereunder, together with any other documents and payments required
under this Deposit Agreement, the Custodian shall, as soon as is practicable,
record the transfer of such Shares or other securities in the name of the
Nominee. Deposited Securities shall be held by the Depositary or by the
Custodian for the account and to the order of the Depositary, the Custodian or
the Nominee or at such other place or places as the Depositary shall determine,
subject to any applicable laws and regulations of the Philippines.

         Section 2.03 Execution and Delivery of GDRs. Upon the receipt by the
Custodian of a deposit pursuant to Section 2.02, together with the other
documents and certifications specified herein and a proper acknowledgment or
other evidence from the Company (or the appointed agent of the Company for the
transfer and registration of Shares) satisfactory to the Depositary that any
Deposited Securities are properly recorded in the name of the Nominee on the
transfer books of the Company (or such agent) maintained for that purpose, the
Custodian shall notify the Depositary of such deposit and the person or persons
to whom or upon whose written order a GDR or GDRs are deliverable in respect
thereof and the number of GDSs to be evidenced thereby. Such notification shall
be made by letter, first class airmail postage prepaid, or, at the request, risk
and expense of the person making the deposit, by cable, telex or facsimile
transmission.

         Upon receiving from the Custodian such notice the Depositary or its
agent, subject to the terms and conditions of this Deposit Agreement, shall (A)
with respect to the Initial Deposit, upon receipt of directions signed by or on
behalf of the representative of the Underwriters certifying the number of GDSs
sold in connection with the Initial Deposit (the "Initial Deposit Certificate")
and directing the Depositary to execute and deliver to or upon the written order
of the persons specified in such order, GDRs evidencing the number of GDSs
specified in the Initial Deposit Certificate, execute and deliver to, or upon
the written order of, the person or persons stated in such directions such GDSs
at the Principal New York Office of the Depositary, and (B) with respect to
subsequent deposits of Shares, execute and deliver at its Principal New York
Office, to or upon the order of the person or persons named in the notice
delivered to the Depositary a GDR or GDRs registered in the name or names
requested by such person or persons, and evidencing in the aggregate the number
of GDSs to which such person or persons are entitled but, in any case, only upon
payment to the Depositary of all taxes, governmental charges and fees payable in
connection with such deposit and the transfer of the deposited Shares.

Section 2.04 Transfer of GDRs; Combination and Split-up of GDRs. The Depositary,
subject to the terms and conditions of this Deposit Agreement and any GDR, shall
without unreasonable delay register transfers of any such GDR on its transfer
books,
                                       6







upon any surrender of such GDR at the Depositary's Principal New York Office by
the Holder thereof in person or by duly authorized attorney, properly endorsed
or accompanied by proper instruments of transfer (including signature guarantees
in accordance with standard industry practice) and duly stamped as may be
required by any applicable law. Thereupon, the Depositary shall execute a new
GDR or GDRs and deliver the same to or upon the order of the person entitled
thereto.

         The Depositary, subject to the terms and conditions of this Deposit
Agreement, shall upon surrender of a GDR or GDRs for the purpose of effecting a
split-up or combination of such GDR or GDRs, execute and deliver a new GDR or
GDRs in the name of the same Holder for any authorized number of GDSs requested,
evidencing the same aggregate number of GDSs as the GDR or GDRs surrendered. In
connection with any split-up or combination pursuant to this paragraph, the
Depositary shall not be obligated to obtain any certification or endorsement
otherwise required by the terms of this Deposit Agreement.

         Section 2.05 Surrender of GDRs and Withdrawal of Deposited Securities.
Subject to the terms and conditions of this Deposit Agreement, upon (i)
surrender of GDSs by delivery of GDRs at the Principal New York Office of the
Depositary for the purpose of withdrawal of the Deposited Securities represented
thereby and (ii) payment of all fees (including the fees of the Depositary as
set forth on Exhibit B hereto), taxes (including stamp, transfer and capital
gains taxes) and governmental or other charges payable in connection with
surrender and cancellation of GDRs, a Holder shall be entitled to delivery, to
him or upon his order of the Shares and any other documents of title at the time
represented by the GDR together with such other delivery of Deposited Securities
(other than Shares) then represented by GDSs as the Depositary may effect.

         Delivery of Deposited Securities shall be made, as provided herein,
without unreasonable delay. The Depositary shall confirm receipt of any written
instructions regarding withdrawal of Deposited Securities. A GDR surrendered and
written instructions received for such purposes may be required by the
Depositary to be properly endorsed or accompanied by properly executed
instruments of transfer. The person requesting withdrawal of Deposited
Securities shall deliver to the Depositary written instructions requesting the
Depositary to cause the Deposited Securities being withdrawn to be delivered
(subject to applicable clearing procedures and provisions of the Amended
Articles of Incorporation of the Company) to or upon the written order of a
person or persons designated in such order.

         Upon receipt of such written instructions and compliance with the terms
of this Section 2.05, the Depositary shall direct the Custodian to deliver at
the principal office of such Custodian, subject to the terms and conditions of
this Deposit Agreement and applicable laws and regulations, to or upon the
written order of the person or persons designated in such written instructions,
the Deposited Securities represented by the GDSs evidenced by such surrendered
GDR; except that the Depositary may, subject to applicable law, make delivery to
such person or persons at the Principal New York Office of the Depositary of any
dividends or distributions (other than dividends or distributions consisting of
Shares) with respect to the Deposited Securities to be withdrawn, or of any

                                       7







proceeds of sale of any dividends, distributions (other than dividends or
distributions consisting of Shares) or rights with respect to the Deposited
Securities which may at the time be held by the Depositary.

         At the request, risk and expense of any Holder so surrendering a GDR or
submitting such written instructions for delivery, and for the account of such
Holder, and provided that payment of any applicable tax or other governmental
charge shall have been made in accordance with Section 3.02, the Depositary
shall direct the Custodian to forward any cash or other property (other than
rights) comprising, and forward a certificate or certificates and other proper
documents of title, if any, for, the Deposited Securities represented by the
GDSs evidenced by such GDR to the Depositary for delivery at the Principal New
York Office of the Depositary. Such direction shall be given by letter or, at
the request, risk and expense of such Holder, by cable, telex or facsimile
transmission.

         The Depositary shall not accept surrender of GDRs or written
instructions for the purpose of withdrawal of less than one Share. In addition,
the Depositary shall only honor requests for withdrawal of whole numbers of
Shares. In the case of surrender of a GDR evidencing a number of GDSs
representing other than a whole number of Shares, the Depositary shall cause
delivery of the appropriate whole number of Shares as provided herein, and shall
execute and deliver to the person surrendering such GDR a new GDR evidencing
GDSs representing any remaining fractional Share.

         Notwithstanding anything in this Deposit Agreement to the contrary, the
Company and the Depositary each agrees that it will not exercise any rights it
has under this Deposit Agreement to prevent the withdrawal or delivery of
Deposited Securities in a manner which would violate the United States
securities laws, including, but not limited to, Section I.A. (1) of the General
Instructions to the Form F-6 Registration Statement, as amended from time to
time, under the Securities Act of 1933.

         Section 2.06 Conversion of Shares; Mandatory Conversion. (a) It is
acknowledged and agreed that the GDSs are not convertible into Common Stock or
any other securities or property of the Company. Nevertheless, as a matter of
convenience, the Depositary hereby agrees to accept the surrender of GDRs and
the withdrawal of Shares represented thereby, in each case in the manner set
forth herein, for the purpose of facilitating conversions of the Shares.

         For this purpose, a GDR must be surrendered at the Principal New York
Office of the Depositary, (i) together with (A) payment of all fees (including
the fees of the Depositary set forth on Exhibit B hereto), taxes (including
stamp, transfer and capital gains taxes) and governmental or other charges
payable (including, if payable pursuant to the terms and conditions of the
Shares, an amount equal to the dividend payable on the dividend payment date
immediately following the date on which the Shares to be converted are
surrendered to the Conversion Agent) in connection with the surrender and
cancellation of the GDRs and GDSs, the conversion of Shares and the issuance,
registration and delivery and, if applicable, the deposit of the Common Stock in
accordance with the terms and conditions of the depositary arrangements of the

                                       8







Depositary, dated as of October 19, 1994, relating to the Common Stock (the
"Common Stock Deposit Agreement"), other than any capital or stamp duties or
transfer taxes payable by the Company in accordance with the terms and
conditions of the Shares or the Common Stock and (B) a duly completed and
executed Notice of Conversion in the form attached hereto as Exhibit C (the
"Notice of Conversion") and such other documentation as the Depositary may
require and (ii) in any case, subject to the terms and conditions of the Shares,
the Common Stock and of this Agreement. The surrender, delivery and payment of
the foregoing instruments and amounts shall be irrevocable absent notice to the
contrary from the Depositary.

         Upon receipt of documents and payments described above, the Depositary
shall cancel each GDR so surrendered, withdraw the Shares represented thereby
from deposit hereunder and direct the Custodian to deliver, on behalf of and at
the risk and expense of the Holder surrendering the GDR, to the Conversion Agent
a certificate or certificates and other proper documents of title, if any, for
the Shares so withdrawn along with the Notice of Conversion and any amounts
payable to the Company or the Conversion Agent in connection with the conversion
of such Shares. The Depositary's directions to the Custodian shall be given by
letter or, at the request, risk and expense of such Holder by cable, telex or
facsimile transmission. Such Holder shall be entitled to delivery of Common
Stock (together with any securities, cash or other property) deliverable upon
conversion of the Shares in accordance with the terms and conditions of such
Shares and the Depositary shall have no obligations in respect of such delivery;
provided that, if requested by the Holder, the Depositary shall, subject to the
terms and conditions of this Deposit Agreement, the Shares, the Common Stock and
the Common Stock Deposit Agreement, (a) cause the Common Stock delivered upon
conversion of the Shares, to be deposited in accordance with the Common Stock
Deposit Agreement and a depositary receipt issued thereunder in the name of or
for the benefit of such Holder or (b) use reasonable efforts to sell or cause to
be sold the Common Stock delivered upon conversion of the Shares on such
Holder's behalf over the Philippine Stock Exchange and to remit the proceeds
thereof (less the fees and expenses provided herein and any brokerage fee or
selling expenses incurred in connection with such sale) to such Holder or in
accordance with such Holder's instructions, provided that no such request may be
made by any such Holder to the Depositary to sell or to cause to be sold such
Common Stock in amounts less than the minimum trading (board) lot prescribed by
the Philippine Stock Exchange.

         A GDR surrendered for such purposes may be required by the Depositary
to be properly endorsed or accompanied by properly executed instruments of
transfer. The person requesting withdrawal of Shares and delivery of Common
Stock shall deliver to the Depositary (for onward transmission to the Conversion
Agent) written instructions requesting that the Common Stock deliverable upon
conversion of the Shares be delivered (subject to applicable clearing procedures
and provisions of the Amended Articles of Incorporation of the Company) to or
upon the written order of a person or persons designated in such order.

         The Depositary shall not accept surrender of GDRs or written
instructions for the purpose of withdrawal and conversion of less than one
Share. In addition, the

                                       9







Depositary shall only honor requests for withdrawal and conversion of whole
numbers of Shares. In the case of surrender of a GDR evidencing a number of GDSs
representing other than a whole number of Shares, the Depositary shall withdraw
and deliver for conversion the appropriate whole number of Shares as provided
herein, and shall execute and deliver to the person surrendering such GDR a new
GDR evidencing GDSs representing any remaining fractional Share.

         No Share shall be withdrawn or delivered as provided herein unless such
written order shall be accompanied by a fully completed and signed Notice of
Conversion.

     (b) Upon receipt by the Depositary of notice from the Company of the date
     (the "Mandatory Conversion Date") on which the mandatory conversion of any
     or all of the Shares constituting Deposited Securities shall occur, the
     Depositary shall promptly fix a record date for cancellation of the GDSs
     representing the Shares to be so converted and notify the Holders of record
     on such date (i) of the Mandatory Conversion Date, (ii) the number of
     Shares then constituting Deposited Securities called for conversion by the
     Company on such date and (iii) that, upon conversion by the Company of any
     Shares constituting Deposited Securities, the GDSs representing such Shares
     shall be cancelled in the manner set forth herein. Neither failure to
     deliver any such notice to one or more Holders nor any defect in any notice
     shall affect the sufficiency of the proceedings for cancellation of such
     GDSs. In the event that fewer than all the outstanding GDSs are to be so
     cancelled, the GDSs to be cancelled shall be selected by lot or in any
     other substantially equivalent manner determined by the Depositary.

         Section 2.07 Limitations on Execution and Delivery, Transfer, Etc. of
GDRs; Suspension of Delivery, Transfer, Etc. As a condition precedent to the
execution and delivery, registration of transfer, split-up, combination or
surrender (for the purpose of withdrawal of any Deposited Securities) of any
GDR, the Depositary or the Custodian may require (i) payment from the Holder,
the presenter of a GDR or the depositor of Shares, of a sum sufficient to
reimburse it for any tax (including any transfer, capital gains or stamp tax) or
other governmental charge and any stock transfer, custody or registration fee
with respect thereto and payment of any applicable fees as herein provided; (ii)
production of proof satisfactory to it as to the identity and genuineness of any
signature, including but not limited to a signature guarantee in accordance with
industry practice; and (iii) compliance with such other restrictions, if any, as
the Depositary may, after consultation with the Company, establish consistent
with the provisions of this Deposit Agreement.

         The delivery of GDRs against deposits of Shares generally or of
particular Shares may be suspended or withheld, or the registration of transfer
of GDRs in particular instances may be refused, or the registration of transfer
generally may be suspended, or the surrender of outstanding GDRs for the purpose
of withdrawal of Deposited Securities may be suspended, during any period when
the transfer books of the Depositary or the Company (or the appointed agent of
the Company for the transfer and

                                       10







registration of Shares) are closed, or if any such action is deemed necessary or
advisable by the Company or the Depositary at any time or from time to time.

         Subject to the further terms and provisions of this Section 2.07,
Citibank, N.A. and its agents, on their own behalf, may own and deal in any
class of securities of the Company and its affiliates and in GDRs. The
Depositary may issue GDRs for evidence of rights to receive Shares from the
Company, or any custodian, registrar, transfer agent, clearing agency or other
entity involved in ownership or transaction records in respect of the Shares.
Such evidence of rights shall consist of written blanket or specific guarantees
of ownership of Shares furnished on behalf of the Holder thereof. Neither the
Depositary nor the Custodian shall lend Deposited Securities or GDRs; provided,
however, that the Depositary may issue GDRs prior to the receipt of Shares
pursuant to Section 2.02 (a "Pre-Release Transaction") and deliver Shares upon
the receipt and cancellation of GDRs which have been Pre-Released, whether or
not such cancellation is prior to the termination of such Pre-Released
Transaction or the Depositary knows that such GDR has been Pre-Released. The
Depositary may receive GDRs in lieu of Shares in satisfaction of a Pre-Release
Transaction. Each such Pre-Release Transaction will be (a) subject to (x) a
written representation from the person to whom GDRs are to be delivered (the
"Applicant") that such person, or its customer, owns the Shares to be remitted,
(y) an unconditional guarantee by such person to deliver to the Custodian the
number of Shares that are the subject of the Pre-Release Transaction and (z) any
additional restrictions or requirements that the Depositary deems appropriate,
(b) subject to a written representation to the Applicant that it will hold such
Shares in trust for the Depositary until their delivery to the Depositary or
Custodian, reflect on its records the Depositary as owner of such Shares and
deliver such Shares upon the Depositary's request, (c) at all times fully
collateralized (marked to market daily) with cash, United States government
securities or such other collateral of comparable safety and liquidity, (d)
terminable by the Depositary on not more than five (5) business days notice, and
(e) subject to such further indemnities and credit regulations as the Depositary
deems appropriate. The Depositary intends that the number of GDRs issued by it
pursuant to a Pre-Release Transaction and outstanding at any time generally will
not exceed thirty percent (300) of the GDRs issued by the Depositary and with
respect to which Shares are on deposit with the Depositary or Custodian;
provided, however, that the Depositary reserves the right to change or disregard
such limit from time to time as it deems appropriate. The Depositary will also
set limits with respect to the number of GDRs and Shares involved in
transactions to be effected hereunder with any one person on a case by case
basis as it deems appropriate.

         The Depositary may retain for its own account any compensation received
by it in connection with the foregoing. Collateral provided pursuant to (b)
above, but not the earnings thereon, shall be held for the benefit of the
Holders only.

         Without limitation of the foregoing, the Depositary shall not knowingly
accept for deposit under this Deposit Agreement any Shares required to be
registered pursuant to the provisions of the Securities Act (including, but not
limited to, any "restricted securities" within the meaning of Rule 144 under the
Securities Act), unless a registration statement under the Securities Act is in
effect as to such Shares. The
                                       11







Depositary has agreed to use reasonable efforts to comply with written
instructions of the Company not to accept for deposit hereunder any Shares
identified in such instructions at such times and under such circumstances as
may reasonably be specified in such instructions in order to facilitate the
Company's compliance with the securities laws of the United States.

         Section 2.08 Lost GDRs, etc. In case any GDR shall be mutilated,
destroyed, lost or stolen, the Depositary shall execute and deliver a new GDR of
like tenor, in exchange and substitution for such mutilated GDR upon
cancellation thereof, or in lieu of and in substitution for such destroyed, lost
or stolen GDR, upon the filing by the Holder thereof with the Depositary of (i)
a request for such exchange, execution and delivery before the Depositary has
notice that the GDR has been acquired by a bona fide purchaser and (ii) a
sufficient indemnity bond in favor of the Depositary and the Company, and upon
satisfying any other reasonable requirements imposed by the Depositary.

         Section 2.09 Cancellation and Destruction of Surrendered GDRs. All GDRs
surrendered to the Depositary shall be cancelled by the Depositary. Cancelled
GDRs shall not be entitled to any benefits under this Deposit Agreement or be
valid or obligatory for any purpose. The Depositary is authorized to destroy
GDRs so cancelled. GDSs shall be deemed cancelled when the Deposited Securities
they represent are withdrawn from deposit hereunder and no other GDR evidencing
such GDSs is issued hereunder.

         Section 2.10 Maintenance of Records. The Depositary shall maintain
records of (i) all GDRs surrendered and Deposited Securities withdrawn under
Sections 2.05 or 2.06, (ii) substitute GDRs delivered under Section 2.08 and
(iii) GDRs cancelled or destroyed under Section 2.09, in each case in accordance
with procedures followed by stock transfer agents located in The City of New
York.

                                  ARTICLE III

                     CERTAIN OBLIGATIONS OF HOLDERS OF GDRs

         Section 3.01 Filing Proofs Certificates and Other Information. Any
person depositing Shares or any Holder may be required from time to time to file
with the Depositary or the Custodian such proof of citizenship, residence,
exchange control approval, payment of all applicable taxes or other governmental
charges, compliance with all applicable laws and regulations and the terms of
this Deposit Agreement, or legal or beneficial ownership and the nature of such
interest, to provide information relating to the registration on the books of
the Company (or the appointed agent of the Company for the transfer and
registration of Shares) of the Shares presented for deposit or other
information, to execute such certificates and to make such representations and
warranties as the Depositary or the Company may deem necessary or proper to
enable the Depositary to perform its obligations hereunder or to enable the
Company or the Depositary to perform their respective obligations under the
Company Agreement. The Depositary may withhold the execution or delivery or
registration of transfer of all or part




                                       12









of any GDR or the distribution or sale of any dividend or other distribution of
rights or of the proceeds thereof or the withdrawal of any Deposited Securities
until such proof or other information is filed or such certificates are executed
or such representations and warranties are made. The Depositary shall take such
additional actions and provide such additional information as the Depositary
shall from time to time agree with the Company.

         Section 3.02 Liability of Holders for Taxes and Other Charges. If any
tax, or governmental or other charge shall become payable with respect to any
GDR or any Deposited Securities represented by the GDSs evidenced by any GDR or
any shares of Common Stock into which the Shares are convertible, such tax, or
governmental or other charge (other than any capital or stamp duties or transfer
taxes payable by the Company in accordance with the terms and conditions of the
Shares or the Common Stock) shall be payable by the Holder of such GDR to the
Depositary. The Depositary may refuse, and the Company shall be under no
obligation, to effect any registration of transfer of all or part of such GDR or
any deposit or withdrawal (including any withdrawal in connection with a
conversion of Shares) of Deposited Securities represented by the GDSs evidenced
thereby until such payment is made, and may withhold any dividends or other
distributions, or may sell for the account of the Holder thereof any part or all
of the Deposited Securities represented by the GDSs evidenced by such GDR, and
may apply such dividends or other distributions or the proceeds of any such sale
in payment of such tax or governmental or other charge, the Holder of such GDR
remaining liable for any deficiency.

         Section 3.03 Representations and Warranties on Deposit, Transfer,
Surrender and Withdrawal of Shares or GDRs. Each person depositing Shares under
this Deposit Agreement shall be deemed thereby to represent and warrant that
such Shares and each certificate therefor are validly issued and outstanding,
fully paid and nonassessable, that the person making such deposit is duly
authorized to do so and that such Shares are not "restricted securities" as such
term is defined in Rule 144 of the Securities Act. Such representations and
warranties shall survive the deposit of Shares and the issuance of GDRs in
respect thereof .

         Section 3.04 Disclosure of Interests. The Company or the Depositary may
from time to time request Holders or former Holders to provide information as to
the capacity in which they hold or held GDRs or own or owned such beneficial
interest and the nature of such interest and various other matters. Each such
Holder agrees to provide any such information reasonably requested by the
Company or the Depositary pursuant to this Section whether or not still a Holder
at the time of such request.

         Section 3.05 Ownership Restrictions. The Company may restrict transfers
of the Shares if such transfer might result in ownership of Shares exceeding
limits under any applicable law or the Company's Amended Articles of
Incorporation. The Philippine Constitution requires that at least 600 of the
capital of a corporation operating a public utility in the Philippines be owned
by Philippine citizens. The Depositary shall, if and as directed by the Company,
take action with respect to the ownership interest of any Holder in excess of
any legal or contractual limitations on the legal or beneficial ownership of
Shares or GDSs, including but not limited to a




                                       13









mandatory sale or disposition on behalf of a Holder of the Shares represented by
the GDSs held by such Holder in excess of such limitation, if and to the extent
such disposition is permitted by applicable law.

                                   ARTICLE IV

                  RIGHTS RELATING TO THE DEPOSITED SECURITIES;
                      CERTAIN OBLIGATIONS OF THE DEPOSITARY

         Section 4.01 Power of Attorney. Each Holder, upon acceptance of a GDR
issued in accordance with the terms hereof, thereby appoints the Depositary its
attorney-in-fact, with full power to delegate, to act on its behalf and to take
any and all steps or action provided for or contemplated herein with respect to
the Deposited Securities, including but not limited to those set forth in this
Article IV, and to take such further steps or action as the Depositary in its
sole discretion may deem necessary or appropriate to carry out the purposes of
this Deposit Agreement.

         Section 4.02 Cash Distributions; Withholding. Whenever the Custodian or
the Depositary receives any cash dividend or other cash distribution by the
Company in respect of any Deposited Securities, the Depositary shall, subject to
the provisions of Section 4.06, convert or cause any portion of such dividend or
distribution which is not in dollars to be converted into dollars and shall
promptly distribute such amount to the Holders entitled hereto in proportion to
the number of GDSs representing such Deposited Securities held by them
respectively, after deduction or upon payment of the fees and expenses of the
Depositary or the Custodian (and without liability for interest); provided,
however, that in the event that the Company, the Custodian or the Depositary
shall be required to withhold and does withhold from any cash dividend or other
cash distribution in respect of any Deposited Securities an amount on account of
taxes or other governmental charges, the amount distributed to Holders in
respect of GDSs representing such Deposited Securities shall be reduced
accordingly. The Depositary shall distribute only such amount, however, as can
be distributed without attributing to any Holder a fraction of one cent, and any
balance not so distributable shall be held by the Depositary (without liability
for interest thereon) and shall be added to and become part of the next sum
received by the Depositary for distribution to Holders then outstanding. The
Company has agreed with the Depositary that the Company or its agent, or the
Depositary or its agent, as appropriate, will remit to the appropriate
governmental authority or agency all amounts withheld and owing to such
authority or agency. The Depositary will forward to the Company or its !ge(R)t
such information from its records as the Company may reasonably request to
enable the Company or its agent to file necessary reports with governmental
authorities or agencies or, at the request and expense of the Company, the
Depositary or its agent may file such reports if deemed lawful and reasonably
feasible by the Depositary.

         Section 4.03 Distributions in Shares. If any distribution in respect of
any Deposited Securities consists of a dividend in, or free distribution of,
Shares, the Depositary may, after consultation with the Company, distribute to
the Holders entitled thereto, in proportion to the number of GDSs representing
such Deposited Securities held



                                       14









by them respectively, additional GDRs for an aggregate number of GDSs
representing the number of Shares received as such dividend or free
distribution, in either case, after deduction or upon payment of the fees and
expenses of the Depositary; provided, however, that if for any reason (including
any requirement that the Company or the Depositary withhold, or make an advance
payment of, an amount on account of taxes or other governmental charges or that
such Shares must be registered under the Securities Act in order to be
distributed to Holders) the Depositary reasonably deems such distribution not to
be practical or feasible, the Depositary may, after consultation with the
Company, (i) to the extent permitted by applicable law, adopt such method as it
may reasonably deem equitable and practicable for the purpose of obtaining such
dividend or effecting such distribution, including the sale (at public or
private sale) of the Shares thus received, or any part thereof, and the net
proceeds of any such sale after payment of and reimbursement of advances to pay
any taxes or governmental charges shall be distributed by the Depositary to the
Holders entitled thereto as in the case of a distribution received in cash or
(ii) if the Depositary reasonably determines that no such method of distribution
can be effected in a practicable or equitable manner, the Depositary may refrain
from effecting such distribution altogether until such time as it reasonably
determines that a practicable or equitable distribution can be effected. In lieu
of issuing GDRs or adjusting the Depositary's records for fractional GDSs in any
such case, the Depositary shall sell the number of Shares represented by the
aggregate of such fractions and distribute the net proceeds in dollars, all in
the manner and subject to the conditions described in Section 4.02. If
additional GDRs are not so distributed (except pursuant to the preceding
sentence), or such change in the records of the Depositary is not made, each GDS
shall thenceforth also represent its proportionate interest in the additional
Shares distributed upon the Deposited Securities represented thereby.

         Section 4.04 Section 2.01 Distribution of Rights. In the event that the
Company shall offer or cause to be offered to the holders of any Deposited
Securities any rights to subscribe for additional Shares or any rights of any
other nature, the Depositary, after consultation with the Company, shall have
discretion as to the procedure to be followed in making such rights available to
the Holders entitled thereto, subject to Section 5.09, or in disposing of such
rights on behalf of such Holders and making the net proceeds available in cash
to such Holders or, if by the terms of such rights offering or by reason of
applicable law, the Depositary may neither make such rights available to such
Holders nor dispose of such rights and make the net proceeds available to such
Holders, then the Depositary shall allow the rights to lapse; provided, however,
that the Depositary will, if requested by the Company, take action as follows:

         (1) if at the time of the offering of any rights the Depositary
         determines that it is lawful and feasible to make such rights available
         to all or certain Holders by means of warrants or otherwise, the
         Depositary shall, after deduction or upon payment of the fees and
         expenses of the Depositary, distribute warrants or other instruments in
         proportion to the number of GDSs representing such Deposited Securities
         held by them respectively, or by means of such other method as it may
         deem feasible in order to facilitate the exercise, sale or transfer of
         rights by such Holders or



                                       15









         the sale or resale of securities obtainable upon exercise of such
         rights by such Holders; or

         (2) if at the time of the offering of any rights the Depositary
         determines that it is not lawful or not feasible to make such rights
         available to certain Holders by means of warrants or otherwise, or if
         the rights represented by such warrants or such other instruments are
         not exercised and appear to be about to lapse, the Depositary shall use
         its reasonable efforts to sell such rights or such warrants or other
         instruments, if a market therefor is available, at public or private
         sales, at such place or places and upon such terms as it may deem
         proper and, after deduction or upon payment of the fees and expenses of
         the Depositary and any applicable taxes, allocate the net proceeds of
         such sales for the account of the Holders otherwise entitled to such
         rights, warrants or other instruments upon an averaged or other
         practicable basis without regard to any distinctions among such Holders
         because of exchange restrictions or the date of delivery of any GDR or
         GDRs, or otherwise.

         If registration (under the Securities Act or any other applicable law)
of the rights or the securities to which any rights relate is required in order
for the Company to offer such rights to Holders and to sell to them the
securities to which such rights relate, the Depositary will not offer such
rights to Holders unless and until a registration statement is in effect, or
unless the offering and sale of such rights or securities to such Holders are
exempt from registration under the provisions of such law and, if requested by
the Depositary, the Company furnishes to the Depositary an opinion of counsel in
the United States for the Company reasonably satisfactory to the Depositary to
such effect. The Company shall have no obligation to register such rights or
such securities under the Securities Act.

         Section 4.05 Distributions Other Than Cash, Shares or Rights. Whenever
the Custodian or the Depositary shall receive any distribution other than cash,
Shares or rights upon any Deposited Securities, the Depositary shall cause the
securities or property so received to be distributed to the Holders entitled
thereto, after deduction or upon payment of the fees and expenses of the
Depositary, in proportion to the number of GDSs representing such Deposited
Securities held by them respectively, in any manner that the Depositary may deem
equitable and practicable for accomplishing such distribution; provided,
however, that if in the opinion of the Depositary it cannot cause such
securities or property to be distributed or such distribution cannot be made
proportionately among the Holders entitled thereto, or if for any other reason
(including any requirement that the Company, the Custodian or the Depositary
withhold an amount on account of taxes or other governmental charges or that
such securities must be registered under the Securities Act in order to be
distributed to Holders) the Depositary deems such distribution not to be
feasible, the Depositary may, after consultation with the Company, adopt such
method as it may deem equitable and practicable for the purpose of effecting
such distribution, including the sale (at public or private sale) of the
securities or property thus received, or any part thereof, and the net proceeds
of any such sale shall be distributed by the Depositary to the Holders entitled
thereto as in the case of a




                                       16









distribution received in cash; provided that any unsold balance of such
securities or property shall be distributed by the Depositary to the Holders
entitled thereto, if such distribution is feasible without withholding for or on
account of any taxes or other governmental charges and without registration
under the Securities Act, in accordance with such equitable and practicable
method as the Depositary adopts.

         Section 4.06 Conversion of Foreign Currency. Whenever the Custodian
receives currency other than dollars (in this Section referred to as "foreign
currency"), by way of dividends or other distributions or the net proceeds from
the sale of securities, property or rights, and if at the time of the receipt
thereof the foreign currency so received can in the judgment of the Depositary
be converted on a reasonable basis into dollars which can, at the time of
receipt thereof, be transferred to the United States and distributed to the
Holders entitled thereto, the Depositary shall promptly convert or cause to be
converted, by sale or in any other manner that it may determine, such foreign
currency into dollars, and such dollars (less any reasonable and customary
expenses incurred by the Depositary in the conversion of the foreign currency)
shall be distributed to the Holders entitled thereto or, if the Depositary shall
have distributed any warrants or other instruments which entitle the holders
thereof to such dollars, then to the holders of such warrants and/or instruments
upon surrender thereof for cancellation. Such distribution shall be made upon an
averaged or other practicable basis without regard to any distinctions among
Holders on account of any application of exchange restrictions or otherwise.

         If such conversion or distribution generally or with regard to a
particular Holder can be effected only with the approval or license of any
government or agency thereof, the Depositary may file such application for
approval or license, if any, as it may deem desirable.

         If at any time the Depositary determines that in its judgment any
foreign currency received by the Depositary is not convertible on a reasonable
basis into dollars distributable to Holders entitled thereto, or if any approval
or license of any government or authority or agency thereof which is required
for such conversion is denied or in the opinion of the Depositary is not
obtainable, or if any such approval or license is not obtained within a
reasonable period as determined by the Depositary, the Depositary may distribute
the foreign currency (or an appropriate document evidencing the right to receive
such foreign currency) received by the Depositary to, or in its discretion may
hold such foreign currency (without liability for interest) for the respective
accounts of, the Holders entitled to receive the same.

         If any such conversion of foreign currency, in whole or in part, cannot
be effected for distribution to some Holders entitled thereto, the Depositary
may in its discretion make such conversion and distribution in dollars to the
extent permissible to the Holders for whom such conversion and distribution is
practicable and may, subject to any applicable currency and exchange
regulations, distribute the balance of the foreign currency received by the
Depositary to, or hold such balance for the account of, the Holders for whom
such conversion and distribution is not practicable.




                                       17









         Section 4.07 Fixing of Record Date. Whenever any cash dividend or other
cash distribution shall become payable or any distribution other than cash shall
be made, or whenever rights shall be issued, with respect to the Deposited
Securities, or whenever the Depositary shall receive notice of any meeting of
holders of Shares or other Deposited Securities or any other meeting of holders
of the Company's securities at which holders of Shares or other Deposited
Securities are entitled to vote, or whenever, for any reason, the Depositary
causes a change in the number of Shares that are represented by each GDS, or
whenever the Depositary finds it necessary or convenient in respect of any
matter (including in connection with a mandatory conversion of Shares by the
Company), the Depositary shall fix a record date after consultation with the
Company (which shall be as near as practicable to the corresponding record date
for such distribution or meeting set by the Company) for the determination of
the Holders who shall be entitled to receive such dividend, distribution or
rights or the net proceeds of the sale thereof, or to give instructions for the
exercise of voting rights, if any, at any such meeting or in respect of such
changed number of Shares represented by a GDS or in respect of such other
matter. Except in the case of a mandatory conversion by the Company of less than
all of the Shares deposited hereunder (which shall be governed by Section 2.06)
and subject to the provisions of Section 4.02 through 4.06 and to the other
terms and conditions of this Deposit Agreement, the Holders on such record date
shall be entitled to receive the amount distributable by the Depositary with
respect to such dividend or other distribution or such rights or the net
proceeds of sale thereof and to exercise the rights of Holders hereunder with
respect to such changed number of Shares represented by each GDS, in proportion
to the number of GDSs held by them respectively, to give such voting
instructions, to receive such notice or solicitation or to act in respect of any
matter.

         Section 4.08 Voting of Deposited Securities. As soon as practicable
after receipt of notice of any meeting of holders of Shares or other Deposited
Securities or any other meeting of holders of the Company's securities at which
holders of Shares or other Deposited Securities are entitled to vote, the
Depositary shall fix a record date for determining the Holders entitled to give
instructions for the exercise of voting rights as provided in Section 4.07 and
shall mail or cause to be mailed to the Holders of record a notice which shall
contain: (a) such information as is contained in such notice of meeting and (b)
a statement that the Holders of record at the close of business on a specified
record date will be entitled, subject to any applicable provisions of the law of
the Philippines and of the Amended Articles of Incorporation and the By-Laws of
the Company, to instruct the Depositary as to the exercise of the voting rights,
if any, pertaining to the number of Shares or other Deposited Securities
represented by their respective GDSs evidenced by their respective GDRs. Upon
the written request of a Holder on such record date, received on or before the
date established by the Depositary for such purpose, the Depositary shall
endeavor insofar as is practicable to vote or cause to be voted the amount of
Deposited Securities represented by such GDSs evidenced by such GDR in
accordance with the instructions set forth in such request.

         The Depositary may not itself exercise any voting discretion over any
Shares. If the Depositary does not receive instructions from a Holder on or
before the date established by the Depositary for such purpose, such Holder
shall be deemed, and




                                       18









the Depositary shall deem such Holder, to have instructed the Depositary to give
a discretionary proxy to a person designated by the Company for the purpose of
exercising the voting rights, if any, pertaining to the Shares represented by
GDSs evidenced by such Holder's GDRs, provided that no such discretionary proxy
shall be given with respect to any matter as to which the Company informs the
Depositary that (i) the Company does not wish such proxy given, (ii) substantial
opposition exists or (iii) the rights of holders of Shares will be materially
and adversely affected.

         Holders shall not have, and shall not have the right to instruct the
Depositary as to the exercise of, any dissenter's rights provided to holders of
Shares under Philippine law.

         Section 4.09 Changes Affecting Deposited Securities. Upon any change in
par value, split-up, consolidation or any other reclassification of Deposited
Securities (other than as a result of any conversion of Shares into Common Stock
in accordance with the terms of the Shares), or upon any recapitalization,
reorganization, merger or consolidation of the Company or sale of assets
affecting the Company or to which it is a party, any securities that shall be
received by the Depositary or the Custodian in exchange for or in conversion of
or in respect of Deposited Securities shall be treated as new Deposited
Securities, and the GDRs shall, subject to the terms of this Deposit Agreement
and applicable laws (including any registration requirements of the Securities
Act), thenceforth represent the right to receive the new Deposited Securities so
received in exchange or conversion, unless new or additional GDRs are delivered
pursuant to the following sentence. In any such case the Depositary may, and
shall at the Company's request, subject to the terms of this Deposit Agreement,
execute and deliver additional GDRs, as in the case of a stock dividend on the
Shares, or call for the surrender of outstanding GDRs to be exchanged for new
GDRs specifically describing such new Deposited Securities.

         Notwithstanding the foregoing, in the event that the Depositary
determines that any security or property so received may not be lawfully or
practicably distributed to all or certain Holders, the Depositary may and shall,
if the Company requests, sell such securities or property at public or private
sale, at such place or places and upon such terms as it may deem proper, and may
allocate the net proceeds of such sales (after payment of the expenses thereof
and any taxes or governmental charges) for the account of the Holders otherwise
entitled to such securities or property upon an averaged or other practicable
basis without regard to any distinctions among such Holders and distribute the
net proceeds so allocated to the extent practicable as in the case of a
distribution received in cash pursuant to Section 4.02.

         Promptly upon receipt of notice from the Company of the occurrence of
any such change, conversion or exchange covered by this Section in respect of
the Deposited Securities, the Depositary shall give notice thereof in writing,
at the Company's expense, to all Holders.

         Section 4.10 Transmittal by the Depositary of Company Notices, Reports
and Communications. The Depositary shall make available for inspection during




                                       19









business hours by Holders at its Principal New York Office and at the principal
office of the Custodian copies of (i) this Deposit Agreement and any related
documents, (ii) the Preferred Stock Agreement dated as of the date hereof
between the Company and the Depositary relating to this Agreement (the "Company
Agreement"), (iii) the Company's Amended Articles of Incorporation and By-Laws
and the Resolutions of the Board of Directors relating to the Shares and (iv)
any notices, reports or communications, including any proxy soliciting
materials, received from the Company which are both (a) received by the
Depositary or the Custodian or the nominee of either, as the holder of the
Deposited Securities, and (b) made generally available to the holders of such
Deposited Securities by the Company. The Depositary shall also send to Holders,
at the Company's expense, copies of such notices, reports and communications
when furnished by the Company to the Depositary pursuant to Section 5.08.

         Section 4.11 Withholding. Notwithstanding any other provision of this
Deposit Agreement, in the event that the Depositary determines that any
distribution of property (including Shares, rights to subscribe therefor and
other securities) is subject to any tax or governmental charges which the
Depositary is obligated to withhold, the Depositary may dispose of all or a
portion of such property (including Shares, rights to subscribe therefor and
other securities) in such amounts and in such manner as the Depositary deems
necessary and practicable to pay such taxes or governmental charges, including
by public or private sale, and the Depositary shall distribute the net proceeds
of any such sale or the balance of any such property after deduction of such
taxes or governmental charges to the Holders entitled thereto in proportion to
the number of GDSs held by them respectively and the Depositary shall, if
feasible without withholding for or on account of taxes or other governmental
charges, and otherwise in compliance with applicable law, distribute any unsold
balance of such property in accordance with the provisions of this Deposit
Agreement. To the extent that the Depositary is obligated to withhold in
accordance with the previous sentence, the Depositary shall remit to the
appropriate governmental authority or agency all amounts withheld and owing to
such authority or agency and shall file such corresponding reports as may be
required.

         The Company has agreed with the Depositary that, before making any
distribution or other payment on any Deposited Securities, the Company shall
make such deductions (if any) which, by the laws or regulations of the
Philippines, the Company is required to make in respect of any income, capital
gains or other taxes and that the Company may also deduct the amount of any tax
or governmental charges payable by the Company or for which the Company might be
made liable in respect of such distribution or other payment or any document
signed in connection therewith.

         Section 4.12 Available Information. The Company is subject to the
periodic reporting requirements of the Securities Exchange Act of 1934 and,
accordingly, files certain reports with the Commission. These public reports can
be inspected by Holders and copied at the public reference facilities maintained
by the Commission located at the date of this Deposit Agreement at Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549.




                                       20









         Section 4.13 Lists of Receipt Holders. Promptly upon request by the
Company, the Depositary shall furnish to it a list, as of a recent date, of the
names, addresses and holdings of GDSs by all persons in whose names GDRs are
registered on the books of the Depositary.

                                   ARTICLE V

                  THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY

         Section 5.01 Maintenance of Depositary's Office and Register. Until
termination of this Deposit Agreement in accordance with its terms, the
Depositary shall maintain in the Borough of Manhattan, The City of New York,
facilities for the execution and delivery, registration, registration of
transfers and surrender of GDRs in accordance with the provisions of this
Deposit Agreement.

         The Depositary shall keep books at its Principal New York Office for
the registration and transfer of GDRs which shall be open at all reasonable
times for inspection by Holders and the Company, provided that such inspection
shall not to the Depositary's knowledge be for the purpose of communicating with
Holders in the interest of a business or object other than the business of the
Company or a matter related to this Deposit Agreement, the GDSs or the GDRs.

         The Depositary may close the transfer books, at any time or from to
time, after giving notice reasonably in advance to the Company, when deemed
expedient by it in connection with the performance of its duties hereunder or
when requested by the Company.

         If any GDSs are listed on one or more stock exchanges or automated
quotation systems in the United States, the Depositary or its agent shall act as
Registrar or, with the written approval of the Company, may appoint a Registrar
or one or more co-registrars for registration of such GDSs in accordance with
any requirements of such exchange or exchanges or system or systems. Such
Registrar or co-registrars may be removed and a substitute or substitutes
appointed by the Depositary upon the request or with the approval of the
Company. The Depositary, with the written approval of the Company, may appoint
one or more co-transfer agents for the purpose of effecting transfers,
combinations and split-ups of GDRs at designated transfer offices on behalf of
the Depositary. Such co-transfer agents with the written approval of the Company
and upon the request of the Company shall be removed and substitutes appointed
by the Depositary. Each GDR registrar, co-registrar or co-transfer agent
appointed under this Section 5.01 shall give notice in writing to the Company
and the Depositary accepting such appointment and agreeing to be bound by the
applicable terms of this Deposit Agreement.

         The Depositary may perform its obligations under this Section 5.01
through any agent appointed by it (subject to the provisions of the immediately
preceding paragraph), provided that the Depositary shall notify the Company of
such appointment




                                       21









and shall remain responsible for the performance of such obligations as if no
agent were appointed.

         Section 5.02 Obligations of the Depositary, the Custodian and the
Company. The Company assumes no obligation nor shall it be subject to any
liability under this Deposit Agreement to Holders or other persons, except that
it has agreed with the Depositary to act in good faith and use reasonable
judgment in the performance of its obligations set forth in the Company
Agreement. The Depositary assumes no obligation nor shall it be subject to any
liability under this Deposit Agreement to Holders or other persons (including,
without limitation, liability with respect to the validity or worth of the
Deposited Securities), except that it agrees to act in good faith and use
reasonable judgment in the performance of its obligations set forth in this
Deposit Agreement. The Depositary undertakes to perform such duties and only
such duties as are specifically set forth in this Deposit Agreement, and no
implied covenants or obligations shall be read into this Deposit Agreement
against the Depositary or the Company.

         Neither the Depositary nor the Company shall be under any obligation to
appear in, prosecute or defend any action, suit or other proceeding in respect
of any Deposited Securities or in respect of the GDRs, which in its opinion may
involve it in expense or liability, unless indemnity satisfactory to it in its
sole discretion against all expense and liability be furnished as often as may
be required, and no Custodian shall be under any obligation whatsoever with
respect to such proceedings, the Custodian being responsible solely to the
Depositary.

         Neither the Depositary nor the Company shall be liable for any action
or inaction by it in reliance upon the advice of or information from legal
counsel, accountants, any person presenting Shares for deposit, any Holder, or
any other person believed by it in good faith to be competent to give such
advice or information. Each of the Depositary, its agents and the Company and
its agents may rely and shall be protected in acting upon any written notice,
request, direction or other document believed by it to be genuine and to have
been signed or presented by the proper party or parties. Subject to the
provisions of this Section 5.03, the Depositary shall not be responsible for any
failure to carry out any instructions to vote any of the Deposited Securities,
for the manner in which any such vote is cast or for the effect of any such
vote.

         It is intended that neither the Depositary nor any agent of the
Depositary shall be deemed to be an "issuer" of the securities under the federal
securities laws or applicable state securities laws of the United States or any
other jurisdiction, it being expressly understood and agreed that the Depositary
and its agents are acting only in a ministerial capacity as Depositary for the
Shares.

         Section 5.03 Prevention or Delay in Performance by the Depositary or
the Company. Neither the Depositary nor the Company shall incur any liability to
any Holder or other person if by reason of any present or future law,
regulation, decree, order or other action of the United States, the Philippines
or any other country or jurisdiction, or of any other governmental authority, or
by reason of any act of God, war or other circumstances beyond its control or,
in the case of the Depositary, by reason of any




                                       22









provision, present or future, of the Amended Articles of Incorporation and
By-laws of the Company or any Deposited Securities, the Depositary or the
Company is prevented, delayed or forbidden from doing or performing any act or
thing which by the terms of this Deposit Agreement (in the case of the
Depositary) or the Company Agreement it is provided shall be done or performed;
nor shall the Depositary or the Company incur any liability to any Holder or
other person by reason of any nonperformance or delay, caused as aforesaid, in
performance of any act or thing that by the terms of this Deposit Agreement it
is provided shall or may be done or performed, or by reason of any exercise of,
or failure to exercise, any discretion provided for in this Deposit Agreement.
Where, by the terms of a distribution pursuant to Section 4.02, 4.03 or 4.05 of
this Deposit Agreement or an offering or distribution pursuant to Section 4.04
of this Deposit Agreement, or because of applicable law, such distribution or
offering may not be made available to Holders, and the Depositary may not
dispose of such distribution or offering on behalf of such Holders and make the
net proceeds available to such Holders, then the Depositary may make no such
distribution or offering, and may allow any rights, if applicable, to lapse.

         Section 5.04 Resignation of the Depositary; Appointment of Successor
Depositary. The Depositary may at any time resign as Depositary hereunder by 30
days' written notice of its election so to do to the Company, such resignation
to take effect upon the appointment of a successor depositary and its acceptance
of such appointment as hereinafter provided.

         In case at any time the Depositary acting hereunder shall resign, the
Company has agreed to use its best efforts to appoint a successor depositary,
which shall be a bank or trust company having an office in the Borough of
Manhattan, The City of New York. Such successor depositary shall execute and
deliver to its immediate predecessor and to the Company an instrument in writing
accepting its appointment hereunder, and thereupon such successor depositary,
without any further act or deed, shall become fully vested with all the rights,
powers, duties and obligations of its predecessor; but such immediate
predecessor, nevertheless, upon payment of all sums due it and on the written
request of the Company, shall execute and deliver an instrument transferring to
such successor depositary all rights and powers of such immediate predecessor
hereunder, shall duly assign, transfer and deliver all right, title and interest
in the Deposited Securities to such successor depositary, and shall deliver to
such successor a list of the Holders of all outstanding GDRs and such other
books and records maintained by such immediate predecessor and its agents with
respect to its function as Depositary hereunder. Any such successor depositary
shall promptly mail notice of its appointment to the Holders.

         Any corporation into or with which the Depositary may be merged or
consolidated shall be the successor of the Depositary without the execution or
filing of any document or any further act.

         Section 5.05 Charges of Depositary. The Company has agreed with the
Depositary that the fees of the Depositary and the Registrar, if any, shall be
paid by the Company as provided in Exhibit B hereto. Holders agree to pay
through deduction or





                                       23









otherwise, (i) the fees of the Depositary for the issuance of GDSs pursuant to
Section 2.03 (except for such issuance in respect of the Initial Deposit), the
withdrawal of Deposited Securities upon surrender of GDSs pursuant to Section
2.05 or Section 2.06 and the sale or exercise of rights or other corporate
action involving distributions to holders of Shares, each as provided in Exhibit
B hereto, (ii) taxes and other governmental charges (including, but not limited
to any transfer, capital gains and stamp tax) other than any capital or stamp
duties or transfer taxes payable by the Company in accordance with the terms and
conditions of the Shares and the Common Stock, (iii) such registration,
transfer, custody or other fees as may from time to time be in effect for the
registration of transfers of Shares generally on the share register of the
Company or its appointed agent for the registration of transfer and accordingly
applicable to transfers of Shares to or from the name of the Nominee on the
making of deposits pursuant to Section 2.02 or withdrawals pursuant to Section
2.05 or Section 2.06, (iv) such cable, telex, facsimile transmission and
delivery expenses as are expressly provided in this Deposit Agreement to be at
the expense of persons depositing Shares or Holders and (v) such reasonable
expenses and charges as are incurred by the Depositary in the conversion of
foreign currency pursuant to Section 4.06 or in connection with other
distributions to holders of Shares pursuant to Section 4.02, 4.03, 4.04 or 4.05.

         Any other charges and expenses of the Depositary hereunder and the
Registrar, if any, will be paid by the Company after consultation and agreement
and in accordance with agreements in writing entered into between the Depositary
and the Company as to the nature and amount of such charges and expenses. The
charges and expenses of the Custodian, the Nominee or any other agent of the
Depositary are for the sole account of the Depositary.

         The right of the Depositary to receive payment of fees, charges and
expenses as provided in this Section 5.05 shall survive the termination of this
Deposit Agreement and, as to any Depositary, the resignation of such Depositary
pursuant to Section 5.04.

         Section 5.06 The Custodian. The Depositary, after consultation with the
Company, shall from time to time appoint one or more agents to act for it as
Custodian hereunder. The Depositary has initially appointed Citibank, N.A.,
Manila, as custodian and agent of the Depositary for the purpose of this Deposit
Agreement. The Custodian in acting hereunder shall be subject at all times and
in all respects to the direction of the Depositary and shall be responsible
solely to it. The Custodian may resign and be discharged from its duties
hereunder by 30 days' prior notice of its election to do so delivered to the
Depositary;, such resignation to become effective upon appointment of a
successor Custodian and its acceptance of such appointment as hereinafter
provided. If upon such notice of resignation there shall be no Custodian acting
hereunder, the Depositary shall, promptly after receiving such notice, appoint a
substitute custodian that is organized under the laws of the Philippines which
shall thereafter be the Custodian hereunder. The Depositary may discharge any
Custodian at any time upon notice to the Custodian being discharged and appoint
a substitute or an additional custodian, who shall thereafter be a Custodian
hereunder. Forthwith upon its appointment, each such substitute or additional
custodian shall deliver to the Depositary an acceptance of such




                                       24









appointment satisfactory in form and substance to the Depositary. Upon demand of
the Depositary, any Custodian shall deliver such of the Deposited Securities as
are requested of it to any other Custodian together with all records maintained
by it as Custodian with respect to such Deposited Securities. The Depositary
shall give notice in writing to all Holders of the name, location and the
appointment of any Custodian not named in the GDRs.

         Upon the appointment of any successor depositary hereunder, any
Custodian then acting hereunder shall forthwith become, without any further act
or writing, the agent hereunder of such successor depositary and the appointment
of such successor depositary shall in no way impair the authority of any
Custodian hereunder;, but the successor depositary so appointed shall,
nevertheless, on the written request of any Custodian, execute and deliver to
such Custodian all such instruments as may be proper to give to the Custodian
full and complete power and authority as agent hereunder of such successor
depositary.

         Section 5.07 Notices, Reports and Communications. The Company has
agreed with the Depositary that, on or before the first date on which the
Company gives notice, by publication or otherwise, of any meeting of holders of
Shares or other Deposited Securities or any other meeting of holders of the
Company's securities at which holders of Shares or other Deposited Securities
are entitled to vote, or of any adjourned meeting of such holders, or of the
taking of any action by such holders of Shares or other Deposited Securities
other than at a meeting, or of the taking of any action in respect of any cash
or other distributions or the offering of any rights in respect of Deposited
Securities, the Company shall transmit to the Depositary and the Custodian a
copy of the notice thereof in the English language but otherwise in the form
given or to be given to holders of Shares or other Deposited Securities. The
Company has also agreed to furnish to the Custodian and the Depositary a
summary, in English, of any applicable provisions or proposed provisions of the
Amended Articles of Incorporation of the Company that may be relevant or pertain
to such notice of meeting or be the subject of a vote thereat.

         The Company has agreed with the Depositary to provide to the Custodian
and to arrange for the prompt transmittal by the Custodian to the Depositary, at
the Company's expense, of sufficient copies of (i) such notices and any other
reports and communications that are generally made available by the Company to
holders of Shares and (ii) copies, with the cooperation of the Depositary, as
agreed, of official receipts or other evidence of the payment of withholding
taxes paid by the Company to the Philippine Bureau of Internal Revenue in
respect of the Shares constituting Deposited Securities, such evidence to
include the amount of such taxes withheld, both in the aggregate and on a per
Share basis. The Depositary has agreed with the Company to arrange at the
Company's expense for prompt mailing of copies thereof to all Holders and, at
the reasonable request and at the expense of the Company, shall also make such
notices, reports and communications (including information in respect of
dividends received by the Depositary with regard to the Shares) available to all
Holders in the same manner as the Company makes them generally available to
holders of Shares or on such other basis as the Company may advise the
Depositary is required by any law or




                                       25









regulation or any requirement of any stock exchange to which the Company may be
subject, subject to any limitations imposed by U.S. law. The Company has also
agreed to provide to the Custodian or the Depositary an English language
translation of such reports or communications concurrently with the receipt by
the Custodian of such reports or communications. The Depositary may, but shall
not be required to, at the Company's expense, obtain English translations or
adequate English summaries of any notices, reports or communications which are
generally provided by the Company to its holders of Shares which are not
initially furnished to the Depositary in English text.

         Section 5.08 Issuance of Additional Shares, Etc. In the event of any
issuance of additional Shares or of other securities (including rights and
convertible or exchangeable securities) as a dividend or distribution with
respect to the Shares or other Deposited Securities, or future issuances to
Holders for cash of additional Shares or such other securities, the Depositary
shall not distribute any such additional Shares or other securities to the
Holders unless the Company shall have furnished to the Depositary a written
opinion from counsel for the Company in the United States, which counsel shall
be reasonably satisfactory to the Depositary, to the effect that such dividend
or distribution will not violate the Securities Act.

         The Company has agreed with the Depositary that any future issuances of
(1) additional Shares, (2) rights, preferences or privileges to subscribe for
Shares, (3) securities convertible into or exchangeable for Shares, or (4)
rights, preferences or privileges to subscribe for securities convertible into
or exchangeable for Shares (in each case other than as a dividend or
distribution or issuance for cash to Holders as described in the immediately
preceding paragraph), shall be effected by the Company in a manner so as to not
violate the Securities Act. If the Company determines that an issuance of such
securities is required to be registered under the Securities Act, the Company
has agreed with the Depositary to (x) register such issuance to the extent
necessary, (y) alter the terms of the issuance to avoid the registration
requirements of the Securities Act or (z) direct the Depositary to take such
measures as are provided in Section 4.03 through 4.05 or other specific measures
with respect to the acceptance for deposit of Shares to prevent such issuance
from being made in violation of the registration requirements of the Securities
Act.

         The Company has agreed with the Depositary that, neither the Company
nor any company controlling, controlled by or under common control with the
Company will at any time deposit any Shares, either upon original issuance or
upon a sale of Shares previously issued and reacquired by the Company or by any
such controlled or controlling company unless such transaction is registered
under the Securities Act or is exempt from registration under the Securities Act
as confirmed by a written opinion from counsel for the Company in the United
States, which counsel shall be reasonably satisfactory to the Depositary.

         Section 5.09 Indemnification. The Company has agreed with the
Depositary to indemnify the Depositary, the Custodian and any of their
respective agents against, and hold each of them harmless from, any loss,
liability or expense of any kind whatsoever that may arise (a) out of or in
connection with any offer, issuance, sale,




                                       26









resale, transfer, conversion, deposit or withdrawal of GDRs, GDSs, Shares, other
Deposited Securities, Common Stock or any offering documents in respect thereof
or (b) out of acts performed or omitted, including but not limited to any
delivery by the Depositary on behalf of the Company of information regarding the
Company, in connection with this Deposit Agreement, the Company Agreement, the
GDRs and GDSs, as the same may be amended, modified or supplemented from time to
time, in any such case (i) by the Depositary, the Custodian or any of their
respective agents, except to the extent such loss, liability or expense is due
to negligence or bad faith of any of them, or (ii) by the Company or any of its
agents, except to the extent such loss, liability or expense arises out of
information relating to the Depositary, the Custodian or any of their respective
agents, as the case may be, furnished in a signed writing to the Company by the
Depositary expressly for use in an offering document pursuant to which GDRs,
GDSs, Shares or other Deposited Securities are offered or sold.

         The Depositary has agreed with the Company to indemnify the Company and
hold it harmless from any loss, liability or expense of any kind whatsoever
which may arise out of acts performed or omitted by the Depositary or the
Custodian or any of their respective agents due to the negligence or bad faith
of either the Depositary or the Custodian or any of their agents.

                                   ARTICLE VI

                            AMENDMENT AND TERMINATION

         Section 6.01 Amendment. The form of the GDRs and any provisions of this
Deposit Agreement may, with the consent of the Company, at any time and from
time to time be amended by the Depositary in any respect which it may deem
necessary or desirable. Any amendment which shall impose or increase any fees or
charges (other than taxes and other governmental charges), or which otherwise
prejudice any substantial existing right of Holders, shall not, however, become
effective as to outstanding GDRs until the expiration of 90 days (or 30 days in
the case of any amendment which shall impose or increase any fees of the
Depositary for the issuance, execution and delivery of GDRs or any fees or
expenses in respect of transfer or sales of Common Stock or any delivery
expenses and charges incurred by the Depositary in the conversion of foreign
currency and in connection with foreign exchange control regulations) after
notice of such amendment shall have been given to the Holders of outstanding
GDRs. Every Holder at the time any amendment becomes effective shall be deemed
by continuing to hold such GDR to consent and agree to such amendment and to be
bound by this Deposit Agreement as amended thereby. In no event shall any
amendment impair the right of any Holder to surrender such Holder's GDRs and
receive therefor the Deposited Securities represented thereby or to direct the
Depositary to forward Notices of Conversion to the Conversion Agent on such
Holder's instructions and (pursuant to the Common Stock Deposit Agreement) to
request the Depositary to use reasonable efforts to sell or cause to be sold the
shares of Common Stock delivered and deposited with the Depositary upon
conversion of Shares represented by GDRs and to distribute the proceeds from the
sale of such Common Stock to the persons entitled thereto, in any case except in
order to comply with provisions of applicable law.




                                       27









         Section 6.02 Termination. The Depositary shall at any time at the
direction of the Company terminate this Deposit Agreement by mailing notice of
such termination to the Holders of all GDRs then outstanding at least 90 days
prior to the date fixed in such notice for such termination. The Depositary may
likewise terminate this Deposit Agreement if the Depositary shall have delivered
to the Company a written notice of its election to resign, and a qualified
successor depositary shall not have been appointed and accepted its appointment
as provided in Section 5.04 within 90 days after such delivery. If any GDRs
shall remain outstanding after the date of termination, the Depositary
thereafter shall discontinue the registration of transfers of GDRs, shall
suspend the distribution of dividends to the Holders thereof, shall not accept
deposits of Shares (and shall instruct each Custodian to act accordingly), and
shall not give any further notices or perform any further acts under this
Deposit Agreement, except that the Depositary shall continue to collect
dividends and other distributions pertaining to Deposited Securities, shall sell
property and rights and convert Deposited Securities into cash as provided in
this Deposit Agreement, and shall continue to deliver Deposited Securities,
together with any dividends or other distributions received with respect thereto
and the net proceeds of the sale of any Shares, rights or other property (in all
such cases, without liability for interest), in exchange for GDRs surrendered to
the Depositary. At any time after the expiration of six months from the date of
termination, the Depositary may sell the Deposited Securities then held
hereunder and may thereafter hold the net proceeds of any such sale, together
with any other cash then held by it hereunder, without liability for interest,
for the pro rata benefit of the Holders of GDRs which have not theretofore been
surrendered. After making such sale, the Depositary shall be discharged from all
obligations under this Deposit Agreement and the Company Agreement, except to
account for such net proceeds and other cash and for its obligations under
Section 5.10.

                                  ARTICLE VII

                                  MISCELLANEOUS

         Section 7.01 Counterparts. This Deposit Agreement may be executed in
any number of counterparts, each of which shall be deemed an original and all of
such counterparts shall constitute one and the same instrument.

         Section 7.02 Third Party Beneficiaries. This Deposit Agreement is for
the exclusive benefit of the parties hereto and the Company and shall not be
deemed to give any legal or equitable right, remedy or claim whatsoever to any
other person.

         Section 7.03 Severability. In case any one or more of the provisions
contained in this Deposit Agreement or in the GDRs should be or become invalid,
illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein or therein shall in
no way be affected, prejudiced or disturbed thereby.

         Section 7.04 Holders as Parties; Binding Effect. The Holders from time
to time shall be parties to this Deposit Agreement and shall be bound by all of
the terms and conditions hereof and of the GDRs by acceptance thereof.




                                       28









         Section 7.05 Notices. Any and all notices to be given to the Company
shall be deemed to have been duly given if personally delivered, or sent by mail
(if domestic, first class, if overseas, first class airmail, postage prepaid) or
air courier, or by cable, telex or facsimile transmission confirmed by letter
sent by mail or air courier, addressed to Philippine Long Distance Telephone
Company, Ramon Cojuangco Building, Makati Avenue, P.O. Box 952, Makati, Metro
Manila, Philippines, Attention: Treasurer (facsimile number: (632) 815-8599) or
to any other address which the Company may specify by notice.

         Any and all notices to be given to the Depositary shall be deemed to
have been duly given if personally delivered, or sent by mail (if domestic,
first class, if overseas, first class airmail, postage prepaid) or air courier,
or by cable, telex or facsimile transmission confirmed by letter sent by mail or
air courier, addressed to Citibank, N.A., 111 Wall Street, 5th Floor, New York,
New York 10043, Attention: ADR Department (telex number: ITT: 420392; RCA:
235530; facsimile number: (212) 825-2029), or to any other address which the
Depositary may specify by notice.

         Any and all notices to be given to any Holder shall be deemed to have
been duly given if personally delivered, or sent by mail (if domestic, first
class, if overseas, first class airmail, postage prepaid) or air courier, or by
cable, telex or facsimile transmission confirmed by letter sent by mail or air
courier, addressed to such Holder at the address of such Holder as it appears on
the transfer books of the Depositary, or, if such Holder shall have filed with
the Depositary a written request that notices intended for such Holder be mailed
to some other address, at the address specified in such request.

         Delivery of a notice sent by mail or air courier shall be deemed to be
effective three days (in the case of domestic mail or air courier) or seven days
(in the case of overseas mail) after dispatch and any notice sent by cable,
telex or facsimile transmission as provided in this Section shall be deemed to
be effective 24 hours after dispatch. The Depositary or the Company may,
however, act upon any cable, telex or facsimile transmission received by it from
the other or from any Holder, notwithstanding that such cable, telex or
facsimile transmission shall not subsequently be confirmed as aforesaid.

         Section 7.06 Governing Law. This Deposit Agreement and the GDRs shall
be interpreted and all rights hereunder and thereunder and provisions hereof and
thereof shall be governed by the law of the State of New York.

         Section 7.07 Compliance with U.S. Securities Laws. Notwithstanding
anything in this Deposit Agreement to the Contrary, the Company and the
Depositary each agrees that it will not exercise any rights it has under this
Deposit Agreement to prevent the withdrawal or delivery of Deposited Securities
in a manner which would violate the United States securities laws, including,
but not limited to, Section I.A.(1) of the General Instructions to the Form F-6
Registration Statement, as amended from time to time, under the Securities Act
of 1933.




                                       29










         IN WITNESS WHEREOF, CITIBANK, N.A. has duly executed this Deposit
Agreement as of the day and year first above set forth and all Holders shall
become parties hereto upon acceptance by them of GDRs issued in accordance with
the terms hereof.

                                                     CITIBANK, N.A.


                                                     Name:
                                                     Title:




                                       30









                                                                       EXHIBIT A

Number _______________

                                        Global Depositary Shares (One Global
                                        Depositary Share Represents One Fully
                                        Paid Share of Series III Convertible
                                        Preferred Stock)

                       [FORM OF FACE OF GLOBAL DEPOSITARY
                                    RECEIPT]

                            GLOBAL DEPOSITARY RECEIPT

                                   evidencing

                            GLOBAL DEPOSITARY SHARES

                                  representing

                    DEPOSITED FULLY PAID SHARES OF SERIES III
                           CONVERTIBLE PREFERRED STOCK

                                       of

                   PHILIPPINE LONG DISTANCE TELEPHONE COMPANY

                         (Incorporated under the laws of
                        the Republic of the Philippines)











THE HOLDER OF THIS GLOBAL DEPOSITARY RECEIPT SHALL NOT HAVE, AND SHALL NOT HAVE
THE RIGHT TO INSTRUCT THE DEPOSITARY AS TO THE EXERCISE OF, ANY DISSENTER'S
RIGHTS PROVIDED TO HOLDERS OF SHARES UNDER PHILIPPINE LAW.

         CITIBANK, N.A., a national banking association organized and existing
under the laws of the United States of America, as depositary (the
"Depositary"), such Depositary's principal office being located at 111 Wall
Street, New York, New York 10043 hereby certifies that [                  ],
is the owner of that number of GLOBAL DEPOSITARY SHARES, indicated on the
records of the Depositary, representing deposited fully paid Series III
Convertible Preferred Stock, par value P10 per share ("Shares"), convertible
into Common Stock, par value P5 per share, including evidence of rights to
receive such Shares (including, but not limited to, purchase invoices and
assignments as may effectuate the legal transfer of title to shares under
Philippine law), of Philippine Long Distance Telephone Company, a corporation
organized under the laws of the Republic of the Philippines (the "Company"). At
the date of the Deposit Agreement (as hereafter defined), each Global Depositary
Share ("GDS") represents one (1) Share(1) deposited under the Deposit Agreement
with the Custodian, which at the date of execution of the Deposit Agreement is
Citibank, N.A., Manila branch (the "Custodian").

         (1) The Deposit Agreement. This Global Depositary Receipt is one of an
issue herein called the "GDRs" executed and delivered pursuant to the Deposit
Agreement dated as of November 29, 1994 (the "Deposit Agreement"), by and among
the Depositary and all Holders from time to time of GDRs issued thereunder, each
of whom by accepting a GDR or acquiring any beneficial interest therein agrees
to become a party thereto and becomes bound by all terms and provisions thereof.
The Deposit Agreement sets forth the rights of Holders of the GDRs and the
rights and duties of the Depositary in respect of the Shares deposited
thereunder and any and all other securities, property and cash from time to time
received in respect of such Shares and held thereunder (such Shares, securities,
property and cash, collectively, the "Deposited Securities"). Copies of the
Deposit Agreement are on file at the Principal New York Office of the Depositary
and at the principal office of the Custodian. The statements made on the face
and the reverse of this GDR are summaries of certain provisions of the Deposit
Agreement and are qualified by and subject to the detailed provisions of the
Deposit Agreement, to which reference is hereby made. Terms defined in the
Deposit Agreement and not otherwise defined herein have the same defined
meanings set forth in the Deposit Agreement.

         (2) Surrender of GDRs and Withdrawal of Deposited Securities. Subject
to the terms and conditions of the Deposit Agreement, upon (i) surrender of GDSs
by delivery of GDRs at the Principal New York Office of the Depositary for the
purpose of withdrawal of the Deposited Securities represented thereby and (ii)
payment of all fees (including the fees of the Depositary (which are summarized
in paragraph (9) of this GDR) provided in the Deposit Agreement, including
Exhibit B thereto), taxes


- --------

(1) Subject to amendment as provided in Article IV of the Deposit Agreement.




                                       2









(including stamp, transfer and capital gains taxes) and governmental or other
charges payable in connection with such surrender and cancellation of GDRs, a
Holder shall be entitled to delivery, to him or upon his order, of the Shares
and any other documents of title at the time represented by the GDR together
with such other delivery of Deposited Securities (other than Shares) then
represented by GDSs as the Depositary may effect.

         A GDR surrendered and written instructions received for such purposes
may be required by the Depositary to be properly endorsed or accompanied by
properly executed instruments of transfer. The person requesting withdrawal of
Deposited Securities shall deliver to the Depositary written instructions
requesting the Depositary to cause the Deposited Securities being withdrawn to
be delivered (subject to any applicable clearing procedures and provisions of
the Amended Articles of Incorporation of the Company) to or upon the written
order of a person or persons designated in such order.

         Upon the receipt of such written instructions and compliance with the
terms of Section 2.05 of the Deposit Agreement, the Depositary will direct the
Custodian to deliver at the principal office of such Custodian, subject to the
terms and conditions of the Deposit Agreement and applicable laws and
regulations, to or upon the written order of the person or persons designated in
such written instructions, the Deposited Securities represented by the GDSs
evidenced by such surrendered GDR to or for the account of such person; except
that the Depositary may, subject to applicable law, make delivery to such person
or persons at the Principal New York Office of the Depositary of any dividends
or distributions (other than dividends or distributions consisting of Shares)
with respect to the Deposited Securities to be withdrawn, or of any proceeds of
sale of any dividends, distributions (other than dividends or distributions
consisting of Shares) or rights with respect to the Deposited Securities which
may at the time be held by the Depositary.

         At the request, risk and expense of any Holder so surrendering a GDR or
submitting such written instructions for delivery, and for the account of such
Holder, and provided that payment of any applicable tax or governmental or other
charge shall have been made in accordance with Section 3.02 of the Deposit
Agreement, the Depositary will direct the Custodian to forward any cash or other
property (other than rights) comprising, and forward a certificate or
certificates (if certificates may be delivered) and other proper documents of
title, if any, for, the Deposited Securities represented by the GDSs evidenced
by such GDR to the Depositary for delivery at the Principal New York Office of
the Depositary. Such direction will be given by letter or, at the request, risk
and expense of such Holder, by cable, telex or facsimile transmission.

         The Depositary will not accept surrender of GDRs or written
instructions for the purpose of withdrawal of less than one Share. In addition,
the Depositary shall only honor requests for withdrawal of whole numbers of
Shares. In the case of surrender of a GDR evidencing a number of GDSs
representing other than a whole number of Shares, the Depositary will cause
delivery of the appropriate whole number of Shares as provided in the Deposit
Agreement and summarized herein, and will execute and deliver to the person
surrendering such GDR a new GDR evidencing GDSs representing any






                                       3









remaining fractional Share or continue to reflect on its records the remaining
fractional Shares.

         Notwithstanding anything in the Deposit Agreement to the contrary, the
Company and the Depositary each agrees that it will not exercise any rights it
has under the Deposit Agreement to prevent the withdrawal or delivery of
Deposited Securities in a manner which would violate the United States
securities laws, including, but not limited to, Section I.A(1) of the General
Instructions to the Form F-6 Registration Statement, as amended from time to
time, under the Securities Act of 1933.

         (3) Transfers, Split-ups and Combinations. Subject to the limitations
stated herein and in the Deposit Agreement, this GDR is transferable on the
books of the Depositary by the Holder hereof in person or by duly authorized
attorney, upon surrender (at the Depositary's Principal New York Office) of this
GDR properly endorsed or accompanied by proper instruments of transfer
(including signature guarantees in accordance with standard industry practice
and duly stamped as may be required by any applicable law). The Depositary may
close the transfer books at any time or from time to time when deemed expedient
by it in connection with the performance of its duties under the Deposit
Agreement.

         This GDR may be split into other GDRs or may be combined with other
GDRs into one GDR, evidencing the same aggregate number of GDSs and registered
in the name of the same Holder as the GDR or GDRs surrendered.

         (4) Conversion of Shares; Mandatory Conversion. (a) The GDSs are not
convertible into Common Stock or any other securities or property of the
Company. Nevertheless, as a matter of convenience, the Depositary has agreed
under the terms of the Deposit Agreement to accept the surrender of GDRs and the
withdrawal of Shares represented thereby, in each case in the manner set forth
in the Deposit Agreement, for the purpose of facilitating conversions of the
Shares.

         For the purpose of conversion, a GDR must be surrendered at the
Principal New York Office of the Depositary, (i) together with (A) payment of
all fees (including the fees of the Depositary set forth on Exhibit B to the
Deposit Agreement), taxes (including stamp, transfer and capital gains taxes)
and governmental or other charges payable (including, if payable pursuant to the
terms and conditions of the Shares, an amount equal to the dividend payable on
the dividend payment date immediately following the date on which the Shares to
be converted are surrendered to the Conversion Agent) in connection with the
surrender and cancellation of the GDRs and GDSs, the conversion of Shares and
the issuance, registration and delivery and, if applicable, the deposit of the
Common Stock in accordance with the terms and conditions of the depositary
arrangements of the Depositary, dated as of October 19, 1994, relating to the
Common Stock (the "Common Stock Deposit Agreement") other than any capital or
stamp duties or transfer taxes payable by the Company in accordance with the
terms and conditions of the Shares or the Common Stock and (B) a duly completed
and executed Notice of Conversion in the form attached as Exhibit E to the
Deposit Agreement (the "Notice of Conversion") and such other documentation as
the Depositary may require and




                                       4










(ii) in any case, subject to the terms and conditions of the Shares, the Common
Stock and of the Deposit Agreement. The surrender, delivery and payment of the
foregoing instruments and amounts shall be irrevocable absent notice to the
contrary from the Depositary.

         Upon receipt of documents and payments described above, the Depositary
will cancel each GDR so surrendered, withdraw the Shares represented thereby
from deposit under the Deposit Agreement and direct the Custodian to deliver, on
behalf of and at the risk and expense of the Holder surrendering the GDR, to the
Conversion Agent a certificate or certificates and other proper documents of
title, if any, for the Shares so withdrawn along with the Notice of Conversion
and any amounts payable to the Company or the Conversion Agent in connection
with the conversion of such Shares. The Depositary's directions to the Custodian
will be given by letter or, at the request, risk and expense of such Holder, by
cable, telex or facsimile transmission. Such Holder will be entitled to delivery
of Common Stock (together with any securities, cash or other property)
deliverable upon conversion of the Shares in accordance with the terms and
conditions of such Shares and the Depositary shall have no obligations in
respect of such delivery; provided that, if requested by the Holder, the
Depositary will, subject to the terms and conditions of the Deposit Agreement,
the Shares, the Common Stock and the Common Stock Deposit Agreement, (a) cause
the Common Stock delivered upon conversion of the Shares, to be deposited in
accordance with the Common Stock Deposit Agreement and a depositary receipt
issued thereunder in the name of or for the benefit of such Holder or (b) use
reasonable efforts to sell or cause to be sold the Common Stock delivered upon
conversion of the Shares on such Holder's behalf over the Philippine Stock
Exchange and to remit the proceeds thereof (less the fees and expenses provided
herein and any brokerage fee or selling expenses incurred in connection with
such sale) to such Holder or in accordance with such Holder's instructions,
provided that no such request may be made by any such Holder to the Depositary
to sell or to cause to be sold such Common Stock in amounts less than the
minimum trading (board) lot prescribed by the Philippine Stock Exchange.

         A GDR surrendered for such purposes may be required by the Depositary
to be properly endorsed or accompanied by properly executed instruments of
transfer. The person requesting withdrawal of Shares and delivery of Common
Stock shall deliver to the Depositary (for onward transmission to the Conversion
Agent) written instructions requesting that the Common Stock deliverable upon
conversion of the Shares be delivered (subject to applicable clearing procedures
and provisions of the Amended Articles of Incorporation of the Company) to or
upon the written order of a person or persons designated in such order.

         The Depositary will not accept surrender of GDRs or written
instructions for the purpose of withdrawal and conversion of less than one
Share. In addition, the Depositary will only honor requests for withdrawal and
conversion of whole numbers of Shares. In the case of surrender of a GDR
evidencing a number of GDSs representing other than a whole number of Shares,
the Depositary will withdraw and deliver for conversion the appropriate whole
number of Shares as provided in the Deposit Agreement and as described herein,
and shall execute and deliver to the person




                                       5










surrendering such GDR a new GDR evidencing GDSs representing any remaining
fractional Share.

         No Share will be withdrawn or delivered as provided in the Deposit
Agreement and as described herein unless such written order is accompanied by a
fully completed and signed Notice of Conversion.

         (b) Upon receipt by the Depositary of notice from the Company of the
date (the "Mandatory Conversion Date") on which the mandatory conversion of any
or all of the Shares constituting Deposited Securities shall occur, the
Depositary will promptly fix a record date for cancellation of the GDSs
representing the Shares to be so converted and notify the Holders of record on
such date (i) of the Mandatory Conversion Date, (ii) the number of Shares then
constituting Deposited Securities called for conversion by the Company on such
date and (iii) that, upon conversion by the Company of any Shares constituting
Deposited Securities, the GDSs representing such Shares shall be cancelled in
the manner set forth in the Deposit Agreement and as described herein. Neither
failure to deliver any such notice to one or more Holders nor any defect in any
notice will affect the sufficiency of the proceedings for cancellation of such
GDSs. In the event that fewer than all the outstanding GDSs are to be so
cancelled, the GDSs to be cancelled will be selected by lot or in any other
substantially equivalent manner determined by the Depositary.

         If any Shares constituting Deposited Securities are converted by the
Company on the Mandatory Conversion Date, the Depositary will, on such date,
cancel the number of GDSs representing the number of Shares so converted.

         The GDSs cancelled by the Depositary will be deemed no longer to be
outstanding and all rights of the Holders of the GDRs evidencing such GDSs
(except the right to the delivery by the Depositary to the Conversion Agent of
certain documents and payments as provided in the Deposit Agreement and
described herein) will, in respect of the GDSs so cancelled, cease and
terminate.

         In respect of any cancelled GDS, upon the delivery to the Depositary of
(x) a duly executed and completed Notice of Conversion with respect to the
Shares formerly represented by such GDSs, (y) evidence satisfactory to the
Depositary that the person executing such Notice of Conversion is or is acting
on behalf of the beneficial owner of GDRs evidencing such cancelled GDSs and (z)
the fees, taxes and governmental and other charges described in Section 2.06 (a)
of the Deposit Agreement, the Depositary will, subject to the terms and
conditions of the Deposit Agreement, direct the Custodian to deliver, on behalf
of and at the risk and expense of such beneficial owner, to the Conversion Agent
without unreasonable delay, a certificate or certificates and other proper
documents of title, if any, for the Shares formerly represented by such GDSs
along with the Notice of Conversion and any amounts payable to the Company or
the Conversion Agent in connection with the conversion of such Shares. Until
such time as the Depositary receives the foregoing documents and payments it
will have no obligation whatsoever to any Holder of GDRs representing cancelled
GDSs.





                                       6









         Pursuant to the terms and conditions of the Shares, until such time as
the Conversion Agent has received a Notice of Conversion and such other
documentation as may be required and share certificates in respect of Shares
subject to mandatory conversion by the Company, the Nominee as holder of the
shares of Common Stock delivered upon such mandatory conversion will not be
entitled to notice of, or to attend or vote at, any general or special meeting
of the Company or to receive the dividends to which such shares of Common Stock
are entitled.

         (5) Limitations on Execution and Delivery, Transfer, Etc. of GDRs;
Suspension of Delivery, Transfer, Etc. As a condition precedent to the execution
and delivery, registration of transfer, split-up, combination or surrender of
any GDR for the purpose of withdrawal of any Deposited Securities, the
Depositary or the Custodian may require (i) payment from the Holder, the
presenter of a GDR or the depositor of Shares, of a sum sufficient to reimburse
it for any taxes (including any transfer, capital gains or stamp taxes) or
governmental or other charges and any stock transfer, custody or registration
fee with respect thereto and payment of any applicable fees (which are
summarized in paragraph (9) of this GDR) provided for in the Deposit Agreement,
including Exhibit B thereto, (ii) production of proof satisfactory to it as to
the identity and genuineness of any signature, including but not limited to a
signature guarantee in accordance with industry practice, and (iii) compliance
with such other restrictions, if any, as the Depositary and the Company may
establish consistent with the provisions of the Deposit Agreement.

         The delivery of GDRs against deposits of Shares generally or of
particular Shares may be suspended or withheld, or the registration of transfer
of GDRs in particular instances may be refused, or the registration of transfer
generally may be suspended, or the surrender of outstanding GDRs for the purpose
of withdrawal of Deposited Securities may be suspended, during any period when
the transfer books of the Depositary or the Company (or the appointed agent of
the Company for the transfer and registration of Shares) are closed, or if any
such action is deemed necessary or advisable by the Company or the Depositary at
any time or from time to time.

         Subject to the further terms and provisions of Section 2.07 of the
Deposit Agreement (which are summarized in this paragraph (5)), Citibank, N.A.
and its agents, on their own behalf, may own and deal in any class of securities
of the Company and its affiliates and in GDRs. The Depositary may issue GDRs for
evidence of rights to receive Shares from the Company, or any custodian,
registrar, transfer agent, clearing agency or other entity involved in ownership
or transaction records in respect of the Shares. Such evidence of rights shall
consist of written blanket or specific guarantees of ownership of Shares
furnished on behalf of the Holder hereof. Neither the Depositary nor the
Custodian shall lend Deposited Securities or GDRs; provided, however, that the
Depositary may issue GDRs prior to the receipt of Shares pursuant to Section
2.02 of the Deposit Agreement (a "Pre-Release Transaction") and deliver Shares
upon the receipt and cancellation of GDRs which have been Pre-Released, whether
or not such cancellation is prior to the termination of such PreRelease
Transaction or the Depositary knows that such GDR has been Pre-Released. The
Depositary may receive GDRs in lieu of Shares in satisfaction of a Pre-Release
Transaction. Each such Pre-Release transaction will be




                                       7









(a) subject to (x) a written representation from the person to whom GDRs are to
be delivered, that such person, or its customer, owns the Shares to be remitted,
(y) an unconditional guarantee by such person to deliver to the Custodian the
number of Shares that are the subject of the Pre-Release Transaction and (z) any
additional restrictions or requirements that the Depositary deems appropriate,
(b) subject to a written representation to the Applicant that it will hold such
Shares in trust for the Depositary until their delivery to the Depositary or
Custodian, reflect on its records the Depositary as owner of such Shares and
deliver such Shares upon the Depositary's request, (c) at all times fully
collateralized (marked to market daily) with cash, United States government
securities or such other collateral of comparable safety and liquidity, (d)
terminable by the Depositary on not more than five (5) business days notice, and
(e) subject to such further indemnities and credit regulations as the Depositary
deems appropriate. The Depositary intends that the number of GDRs issued by it
pursuant to a Pre-Release Transaction and outstanding at any time generally will
not exceed thirty percent (30%) of the GDRs issued by the Depositary and with
respect to which Shares are on deposit with the Depositary or Custodian;
provided, however, that the Depositary reserves the right to change or disregard
such limit from time to time as it deems appropriate. The Depositary will also
set limits with respect to the number of GDRs and Shares involved in
transactions to be effected hereunder with any one person on a case by case
basis as it deems appropriate.

         The Depositary may retain for its own account any compensation received
by it in connection with the foregoing. Collateral provided pursuant to (b)
above, but not the earnings thereon, shall be held for the benefit of the
Holders only.

         Without limitation of the foregoing, the Depositary will not knowingly
accept for deposit under this Deposit Agreement any Shares required to be
registered pursuant to the provisions of the Securities Act (including, but not
limited to, any "restricted securities" within the meaning of Rule 144 under the
Securities Act), unless a registration statement under the Securities Act is in
effect as to such Shares. The Depositary will use reasonable efforts to comply
with written instructions of the Company not to accept for deposit under the
Deposit Agreement any Shares identified in such instructions at such times and
under such circumstances as may reasonably be specified in such instructions in
order to facilitate the Company's compliance with the securities laws of the
United States.

         Any person depositing Shares or any Holder may be required from time to
time to file with the Depositary or the Custodian such proof of citizenship,
residence, exchange control approval, payment of all applicable taxes or other
governmental charges, compliance with all applicable laws and regulations and
the terms of the Deposit Agreement, or legal or beneficial ownership and the
nature of such interest, to provide information relating to the registration on
the books of the Company (or the appointed agent of the Company for the transfer
and registration of Shares) of the Shares presented for deposit or other
information, to execute such certificates and to make such representations and
warranties as the Depositary or the Company may deem necessary or proper to
enable the Depositary to perform its obligations under the Deposit Agreement or
to enable the Company or the Depositary to perform their respective obligations
under





                                       8









the Company Agreement (as hereinafter defined). The Depositary may withhold the
execution or delivery or registration of transfer of all or part of any GDR or
the distribution or sale of any dividend or other distribution of rights or of
the proceeds thereof or the withdrawal of any Deposited Securities until such
proof or other information is filed or such certificates are executed or such
representations and warranties are made. The Depositary shall take such
additional actions and provide such additional information as the Depositary
shall from time to time agree with the Company.

         (6) Liability of Holders for Taxes and Other Charges. If any tax or
governmental or other charge shall become payable with respect to this GDR, to
any Deposited Securities represented by the GDSs evidenced hereby or to any
shares of Common Stock into which the Shares are convertible, such tax or
governmental or other charge (other than any capital or stamp duties or transfer
taxes payable by the Company in accordance with the terms and conditions of the
Shares or the Common Stock) shall be payable by the Holder hereof to the
Depositary. The Depositary may refuse, and the Company shall be under no
obligation, to effect any registration of transfer of all or any part of this
GDR or any deposit or withdrawal (including any withdrawal in connection with a
conversion of Shares) of Deposited Securities represented by the GDSs evidenced
hereby until such payment is made, and may withhold any dividends or other
distributions, or may sell for the account of the Holder hereof any part or all
of the Deposited Securities represented by the GDSs evidenced hereby, and may
apply such dividends or other distributions or the proceeds of any such sale in
payment of such tax or governmental or other charge, the Holder hereof remaining
liable for any deficiency.

         (7) Warranties by Depositor. Each person depositing Shares under the
Deposit Agreement shall be deemed thereby to represent and warrant that such
Shares and each certificate therefor are validly issued and outstanding, fully
paid and nonassessable and that the person making such deposit is duly
authorized to do so. Such representations and warranties shall survive the
deposit of Shares and issuance of GDRs in respect thereof.

         (8) Compliance with U.S. Securities Laws. Notwithstanding anything in
the Deposit Agreement to the contrary, the Company and the Depositary have each
agreed that it will not exercise any rights it has under the Deposit Agreement
to prevent the withdrawal or delivery of Deposited Securities in a manner which
would violate the United States securities laws, including, but not limited to,
Section I.A. (1) of the General Instructions to the Form F-6 Registration
Statement, as amended from time to time, under the Securities Act of 1933.

         (9) Charges of Depositary. Except for GDSs issued in respect of the
Initial Deposit, the Depositary will charge the party receiving a GDR against
deposit of Shares or other depositary receipts, $0.05 per GDS. The Depositary
will charge the party surrendering a GDR in connection with the withdrawal of
Deposited Securities (including any withdrawal for the purpose of conversion of
Shares), $0.05 per GDS. The Depositary will charge the party for whom the sale
or exercise of rights, is made, $0.02 for each GDS per distribution. Holders
will pay through deduction or otherwise, in addition to the fees and charges
summarized above in this paragraph (9) and set forth in




                                       9









Exhibit B to the Deposit Agreement, (i) taxes and other governmental charges
(including, but not limited to, any transfer, capital gains and stamp tax) other
than any capital or stamp duties or transfer taxes payable by the Company in
accordance with the terms and conditions of the Shares and the Common Stock,
(ii) such registration, transfer, custody or other fees as may from time to time
be in effect for the registration of transfers of Shares generally on the share
register of the Company or its appointed agent for the registration of transfer
and accordingly applicable to transfers of Shares to or from the name of the
Nominee on the making of deposits pursuant to Section 2.02 of the Deposit
Agreement or withdrawals pursuant to Section 2.05 of the Deposit Agreement, or
Section 2.06 of the Deposit Agreement, (iii) such cable, telex, facsimile
transmission and delivery expenses as are expressly provided in the Deposit
Agreement to be at the expense of persons depositing Shares or Holders and (iv)
such reasonable expenses and charges as are incurred by the Depositary in the
conversion of foreign currency pursuant to Section 4.06 of the Deposit Agreement
(which is summarized in paragraph (19) hereof) or in connection with other
distributions to holders of Shares pursuant to Section 4.02, 4.03, 4.04 or 4.05
of the Deposit Agreement (which are summarized in paragraphs (15), (16), (17)
and (18), respectively, hereof).

         Any other charges and expenses of the Depositary under the Deposit
Agreement and the Registrar, if any, will be paid by the Company after
consultation and agreement and in accordance with agreements in writing entered
into between the Depositary and the Company as to the nature and amount of such
charges and expenses. The charges and expenses of the Custodian, the Nominee or
any other agent of the Depositary are for the sole account of the Depositary.

         The right of the Depositary to receive payment of fees, charges and
expenses as provided in Section 5.05 of the Deposit Agreement (and summarized in
this paragraph (9)) shall survive the termination of this Deposit Agreement and,
as to any Depositary, the resignation of such Depositary pursuant to Section
5.04 of the Deposit Agreement.

         (10) Title to GDRs. Subject to any limitations set forth herein or in
the Deposit Agreement, it is a condition of this GDR, and every successive
Holder hereof by accepting or holding the same consents and agrees, that when
properly endorsed or accompanied by proper instruments of transfer (including
signature guarantees in accordance with standard industry practice), title to
this GDR (and to each GDS evidenced hereby) is transferable by delivery with the
same effect as in the case of a negotiable instrument in accordance with the
laws of the State of New York; provided, however, that the Depositary and the
Company, notwithstanding any notice to the contrary, may deem and treat the
Holder of this GDR as the absolute owner hereof for any purpose, including,
without limitation, the purpose of determining the person entitled to
distribution of dividends or other distributions or to any notice provided for
in the Deposit Agreement and neither the Depositary nor the Company shall have
any obligation or be subject to any liability under the Deposit Agreement to any
holder hereof unless such holder is the Holder hereof.




                                       10









         (11) Validity of GDR. This GDR shall not be entitled to any benefits
under the Deposit Agreement or be valid or obligatory for any purpose unless
this GDR has been executed by the Depositary by the manual signature of a duly
authorized officer of the Depositary or, if a Registrar shall have been
appointed, such signature may be a facsimile if this GDR is counter-signed by
the manual signature of a duly authorized officer of the Registrar and dated by
such officer.

         (12) Disclosure of Interests. The Company or the Depositary may from
time to time request Holders or former Holders to provide information as to the
capacity in which they hold or held this GDR and the nature of such interest and
various other matters. Each such Holder agrees to provide any such information
reasonably requested by the Company or the Depositary pursuant to the Deposit
Agreement whether or not still a Holder at the time of such request.

         (13) Ownership Restrictions. The Company may restrict transfers of the
Shares if such transfer might result in ownership of Shares exceeding the limits
under any applicable law or the Company's Amended Articles of Incorporation. The
Philippine Constitution requires that at least 60% of the capital of a
corporation operating a public utility in the Philippines be owned by Philippine
citizens. The Depositary will, if and as directed by the Company, take action
with respect to the ownership interest of any Holder in excess of any legal or
contractual limitations on the legal or beneficial ownership of Shares or GDSs,
including but not limited to a mandatory sale or disposition on behalf of a
Holder of the Shares represented by the GDSs held by such Holder in excess of
such limitation, if and to the extent such disposition is permitted by
applicable law.

         (14) Available Information. The Company is subject the periodic
reporting requirements of the Securities Exchange Act of 1934 and, accordingly,
files certain reports with the Commission. These public reports can be inspected
by Holders and copies at the public reference facilities maintained by the
Commission located at the date of this Deposit Agreement at Judiciary Plaza, 450
Fifth Street, N.W. Washington, D.C. 20549.

Dated:

                                                   CITIBANK, N.A., as Depositary

Countersigned

By:                                                By:
         Authorized Signatory                               Vice President

         The address of the Principal New York Office of the Depositary is 111
Wall Street, 5th Floor, New York, New York 10043.



                                       11









                               (FORM OF REVERSE OF
                           GLOBAL DEPOSITARY RECEIPT)

                    SUMMARY OF CERTAIN ADDITIONAL PROVISIONS
                            OF THE DEPOSIT AGREEMENT

         (15) Cash Distributions in Respect of Deposited Securities;
Withholding. Whenever the Custodian or the Depositary receives any cash dividend
or other cash distribution by the Company in respect of any Deposited
Securities, the Depositary will, subject to the provisions of Section 4.06 of
the Deposit Agreement (which are summarized in paragraph (19) below) convert or
cause any portion of such dividend or distribution which is not in dollars to be
converted into dollars and shall promptly distribute such amount to the Holders
entitled hereto in proportion to the number of GDSs representing such Deposited
Securities held by them respectively, after deduction or upon payment of the
fees and expenses of the Depositary or the Custodian (and without liability for
interest); provided, however, that in the event that the Company, the Custodian
or the Depositary shall be required to withhold and does withhold from any cash
dividend or other cash distribution in respect of any Deposited Securities an
amount on account of taxes or other governmental charges, the amount distributed
to Holders in respect of GDSs representing such Deposited Securities shall be
reduced accordingly. The Depositary will distribute only such amount, however,
as can be distributed without attributing to any Holder a fraction of one cent,
and any balance not so distributable will be held by the Depositary (without
liability for interest thereon) and will be added to and become part of the next
sum received by the Depositary for distribution to Holders then outstanding. The
Company has agreed with the Depositary that the Company or its agent, or the
Depositary or its agent, as appropriate, will remit to the appropriate
governmental authority or agency all amounts withheld and owing to such
authority or agency. The Depositary will forward to the Company or its agent
such information from its records as the Company may reasonably request to
enable the Company or its agent to file necessary reports with governmental
authorities or agencies or, at the request and expense of the Company, the
Depositary or its agent may file such reports if deemed lawful and reasonably
feasible by the Depositary.

         (16) Distributions in Shares. If any distribution in respect of any
Deposited Securities consists of a dividend in, or free distribution of, Shares,
the Depositary may, after consultation with the Company, distribute to the
Holders entitled thereto, in proportion to the number of GDSs representing such
Deposited Securities held by them respectively, additional GDRs for an aggregate
number of GDSs representing the number of Shares received as such dividend or
free distribution, in either case, after deduction or upon payment of the fees
and expenses of the Depositary; provided, however, that if for any reason
(including any requirement that the Company or the Depositary withhold, or make
an advance payment of, an amount on account of taxes or other governmental
charges or that such Shares must be registered under the Securities Act in order
to be distributed to Holders) the Depositary reasonably deems such distribution
not to be practical or feasible, the Depositary may, after consultation with the
Company, (i) to the extent permitted by applicable law, adopt such method as it
may reasonably deem equitable and practicable for the purpose of obtaining such
dividend or



                                       12









effecting such distribution, including the sale (at public or private sale) of
the Shares thus received, or any part thereof, and the net proceeds of any such
sale after payment of and reimbursement of advances to pay any taxes or
governmental charges shall be distributed by the Depositary to the Holders
entitled thereto as in the case of a distribution received in cash or (ii) if
the Depositary reasonably determines that no such method of distribution can be
effected in a practicable or equitable manner, the Depositary may refrain from
effecting such distribution altogether until such time as it reasonably
determines that a practicable or equitable distribution can be effected. In lieu
of issuing GDRs or adjusting the Depositary's records for fractional GDSs in any
such case, the Depositary will sell the number of Shares represented by the
aggregate of such fractions and distribute the net proceeds in dollars, all in
the manner and subject to the conditions set forth in Section 4.02 of the
Deposit Agreement (which are summarized in paragraph 15 above). If additional
GDRs are not so distributed (except pursuant to the preceding sentence), or such
change in the records of the Depositary is not made, each GDS will thenceforth
also represent its proportionate interest in the additional Shares distributed
upon the Deposited Securities represented thereby.

         (17) Distribution of Rights. In the event that the Company shall offer
or cause to be offered to the holders of any Deposited Securities any rights to
subscribe for additional Shares or any rights of any other nature, the
Depositary, after consultation with the Company, has discretion as to the
procedure to be followed in making such rights available to the Holders entitled
thereto, subject to certain conditions set forth in Section 5.09 of the Deposit
Agreement (which are summarized in paragraph (28) below), or in disposing of
such rights on behalf of such Holders and making the net proceeds available in
cash to such Holders or, if by the terms of such rights offering or by reason of
applicable law, the Depositary may neither make such rights available to such
Holders nor dispose of such rights and make the net proceeds available to such
Holders, then the Depositary will allow the rights to lapse; provided, however,
that the Depositary will, if requested by the Company, take action as follows:

         (i) if at the time of the offering of any rights the Depositary
         determines that it is lawful and feasible to make such rights available
         to all or certain Holders by means of warrants or otherwise, the
         Depositary will, after deduction or upon payment of the fees and
         expenses of the Depositary, distribute warrants or other instruments in
         proportion to the number of GDSs representing such Deposited Securities
         held by them respectively, or by means of such other method as it may
         deem feasible in order to facilitate the exercise, sale or transfer of
         rights by such Holders or the sale or resale of securities obtainable
         upon exercise of such rights by such Holders; or

         (ii) if at the time of the offering of any rights the Depositary
         determines that it is not lawful or not feasible to make such rights
         available to certain Holders by means of warrants or otherwise, or if
         the rights represented by such warrants or such other instruments are
         not exercised and appear to be about to lapse, the Depositary will use
         its reasonable efforts to sell such rights or such warrants or other
         instruments,




                                       13









         if a market therefor is available, at public or private sales, at such
         place or places and upon such terms as it may deem proper and, after
         deduction or upon payment of the fees and expenses of the Depositary
         and any applicable taxes, allocate the net proceeds of such sales for
         the account of the Holders otherwise entitled to such rights, warrants
         or other instruments upon an averaged or other practicable basis
         without regard to any distinctions among such Holders because of
         exchange restrictions or the date of delivery of any GDR or GDRs, or
         otherwise.

         If registration (under the Securities Act or any other applicable law)
of the rights or the securities to which any rights relate is required in order
for the Company to offer such rights to Holders and to sell to them the
securities to which such rights relate, the Depositary will not offer such
rights to Holders unless and until a registration statement is in effect, or
unless the offering and sale of such rights or securities to such Holders are
exempt from registration under the provisions of such law and, if requested by
the Depositary, the Company furnishes to the Depositary an opinion of counsel in
the United States for the Company reasonably satisfactory to the Depositary to
such effect. The Company shall have no obligation to register such rights or
such securities under the Securities Act.

         (18) Distributions Other Than Cash. Shares or Rights. Whenever the
Custodian or the Depositary shall receive any distribution other than cash,
Shares or rights upon any Deposited Securities, the Depositary will cause the
securities or property so received to be distributed to the Holders entitled
thereto, after deduction or upon payment of the fees and expenses of the
Depositary, in proportion to the number of GDSs representing such Deposited
Securities held by them respectively, in any manner that the Depositary may deem
equitable and practicable for accomplishing such distribution; provided,
however, that if in the opinion of the Depositary it cannot cause such
securities or property to be distributed or such distribution cannot be made
proportionately among the Holders entitled thereto, or if for any other reason
(including any requirement that the Company, the Custodian or the Depositary
withhold an amount on account of taxes or other governmental charges or that
such securities must be registered under the Securities Act in order to be
distributed to Holders) the Depositary deems such distribution not to be
feasible, the Depositary may, after consultation with the Company, adopt such
method as it may deem equitable and practicable for the purpose of effecting
such distribution, including the sale (at public or private sale) of the
securities or property thus received, or any part thereof, and the net proceeds
of any such sale will be distributed by the Depositary to the Holders entitled
thereto as in the case of a distribution received in cash; provided that any
unsold balance of such securities or property will be distributed by the
Depositary to the Holders entitled thereto, if such distribution is feasible
without withholding for or on account of any taxes or other governmental charges
and without registration under the Securities Act, in accordance with such
equitable and practicable method as the Depositary adopts.

         (19) Conversion of Foreign Currency. Whenever the Custodian receives
currency other than dollars (in this paragraph referred to as "foreign
currency"), by way of dividends or other distributions or the net proceeds from
the sale of securities,




                                       14









property or rights, and if at the time of the receipt thereof the foreign
currency so received can in the judgment of the Depositary be converted on a
reasonable basis into dollars which can, at the time of receipt thereof, be
transferred to the United States and distributed to the Holders entitled
thereto, the Depositary will promptly convert or cause to be converted, by sale
or in any other manner that it may determine, such foreign currency into
dollars, and such dollars (less any reasonable and customary expenses incurred
by the Depositary in the conversion of the foreign currency) will be distributed
to the Holders entitled thereto or, if the Depositary shall have distributed any
warrants or other instruments which entitle the holders thereof to such dollars,
then to the holders of such warrants and/or instruments upon surrender thereof
for cancellation. Such distribution will be made upon an averaged or other
practicable basis without regard to any distinctions among Holders on account of
any application of exchange restrictions or otherwise.

         If such conversion or distribution generally or with regard to a
particular Holder can be effected only with the approval or license of any
government or agency thereof, the Depositary may file such application for
approval or license, if any, as it may deem desirable.

         If at any time the Depositary determines that in its judgment any
foreign currency received by the Depositary is not convertible on a reasonable
basis into dollars distributable to Holders entitled thereto, or if any approval
or license of any government or authority or agency thereof which is required
for such conversion is denied or in the opinion of the Depositary is not
obtainable, or if any such approval or license is not obtained within a
reasonable period as determined by the Depositary, the Depositary may distribute
the foreign currency (or an appropriate document evidencing the right to receive
such foreign currency) received by the Depositary to, or in its discretion may
hold such foreign currency (without liability for interest) for the respective
accounts of, the Holders entitled to receive the same.

         If any such conversion of foreign currency, in whole or in part, cannot
be effected for distribution to some Holders entitled thereto, the Depositary
may in its discretion make such conversion and distribution in dollars to the
extent permissible to the Holders for whom such conversion and distribution is
practicable and may, subject to any applicable currency and exchange
regulations, distribute the balance of the foreign currency received by the
Depositary to, or hold such balance for the account of, the Holders for whom
such conversion and distribution is not practicable.

         (20) Fixing of Record Date. Whenever any cash dividend or other cash
distribution shall become payable or any distribution other than cash shall be
made, or whenever rights shall be issued, with respect to the Deposited
Securities, or whenever the Depositary receives notice of any meeting of holders
of Shares or other Deposited Securities or any other meeting of holders of the
Company's securities at which holders of Shares or other Deposited Securities
are entitled to vote, or whenever, for any reason, the Depositary causes a
change in the number of Shares that are represented by each GDS, or whenever the
Depositary finds it necessary or convenient in respect of any matter (including
in connection with a mandatory conversion of Shares by the Company),




                                       15









the Depositary will fix a record date after consultation with the Company (which
shall be as near as practicable to the corresponding record date for such
distribution or meeting set by the Company) for the determination of the Holders
who shall be entitled to receive such dividend, distribution or rights or the
net proceeds of the sale thereof, or to give instructions for the exercise of
voting rights, if any, at any such meeting or in respect of such changed number
of Shares represented by a GDS or in respect of such other matter. Except in the
case of a mandatory conversion by the Company of less than all of the Shares
deposited hereunder (which shall be governed by Section 2.06 of the Deposit
Agreement, the terms of which are described in paragraph (4) above) and subject
to the provisions of Sections 4.02 through 4.06 of the Deposit Agreement (which
are summarized in paragraphs (15) through (19), respectively, above) and to the
other terms and conditions of the Deposit Agreement, the Holders on such record
date will be entitled to receive the amount distributable by the Depositary with
respect to such dividend or other distribution or such rights or the net
proceeds of sale thereof and to exercise the rights of Holders under the Deposit
Agreement with respect to such changed number of Shares represented by each GDS,
in proportion to the number of GDSs held by them respectively, to give such
voting instructions, to receive such notice or solicitation or to act in respect
of any matter.

         (21) Voting of Deposited Securities. As soon as practicable after
receipt of notice of any meeting of holders of Shares or other Deposited
Securities or any other meeting of holders of the Company's securities at which
holders of Shares or other Deposited Securities are entitled to vote, the
Depositary will fix a record date for determining the Holders entitled to give
instructions for the exercise of voting rights as provided in Section 4.07 of
the Deposit Agreement (and summarized in paragraph (20) above) and will mail or
cause to be mailed to the Holders of record a notice which will contain: (a)
such information as is contained in such notice of meeting and (b) a statement
that the Holders of record at the close of business on a specified record date
will be entitled, subject to any applicable provisions of the law of the
Philippines and of the Amended Articles of Incorporation and the By-Laws of the
Company, to instruct the Depositary as to the exercise of the voting rights, if
any, pertaining to the number of Shares or other Deposited Securities
represented by their respective GDSs evidenced by their respective GDRs. Upon
the written request of a Holder on such record date, received on or before the
date established by the Depositary for such purpose, the Depositary will
endeavor insofar as is practicable to vote or cause to be voted the amount of
Deposited Securities represented by such GDSs evidenced by such GDR in
accordance with the instructions set forth in such request.

         The Depositary may not itself exercise any voting discretion over any
Shares. If the Depositary does not receive instructions from a Holder on or
before the date established by the Depositary for such purpose, such Holder
shall be deemed, and the Depositary shall deem such Holder, to have instructed
the Depositary to give a discretionary proxy to a person designated by the
Company for the purpose of exercising the voting rights, if any, pertaining to
the Shares represented by GDSs evidenced by such Holder's GDRs, provided that no
such discretionary proxy shall be given with respect to any matter as to which
the Company informs the Depositary that (i) the Company does





                                       16









not wish such proxy given, (ii) substantial opposition exists or (iii) the
rights of holders of Shares will be materially and adversely affected.

         Holders do not have, and will not have the right to instruct the
Depositary as to the exercise of, any dissenter's rights provided to holders of
Shares under Philippine law.

         (22) Changes Affecting Deposited Securities. Upon any change in par
value, split-up, consolidation or any other reclassification of Deposited
Securities (other than as a result of any conversion of Shares into Common Stock
in accordance with the terms of the Shares), or upon any recapitalization,
reorganization, merger or consolidation of the Company or sale of assets
affecting the Company or to which it is a party, any securities that shall be
received by the Depositary or the Custodian in exchange for or in conversion of
or in respect of Deposited Securities will be treated as new Deposited
Securities, and the GDRs will, subject to the terms of the Deposit Agreement and
applicable laws (including any registration requirements of the Securities Act),
thenceforth represent the right to receive the new Deposited Securities so
received in exchange or conversion, unless new or additional GDRs are delivered
pursuant to the following sentence. In any such case the Depositary may, and
will at the Company's request, subject to the terms of the Deposit Agreement,
execute and deliver additional GDRs, as in the case of a stock dividend on the
Shares, or call for the surrender of outstanding GDRs to be exchanged for new
GDRs specifically describing such new Deposited Securities.

         Notwithstanding the foregoing, in the event that the Depositary
determines that any security or property so received may not be lawfully or
practicably distributed to all or certain Holders, the Depositary may and will,
if the Company requests, sell such securities or property at public or private
sale, at such place or places and upon such terms as it may deem proper, and may
allocate the net proceeds of such sales (after payment of the expenses thereof
and any taxes or governmental charges) for the account of the Holders otherwise
entitled to such securities or property upon an averaged or other practicable
basis without regard to any distinctions among such Holders and distribute the
net proceeds so allocated to the extent practicable as in the case of a
distribution received in cash pursuant to Section 4.02 of the Deposit Agreement
(which is summarized in paragraph (15) above) .

         Promptly upon receipt of notice from the Company of the occurrence of
any such change, conversion or exchange covered by Section 4.09 of the Deposit
Agreement (as described in this paragraph (22)) in respect of the Deposited
Securities, the Depositary will give notice thereof in writing, at the Company's
expense, to all Holders.

         (23) Transmittal by the Depositary of Company Notices, Reports and
Communications; Inspection of Transfer Books. The Depositary will make available
for inspection during business hours by Holders at its Principal New York Office
and at the principal office of the Custodian copies of (i) the Deposit Agreement
and any related documents, (ii) the Preferred Stock Agreement dated the date of
the Deposit Agreement



                                       17









between the Company and the Depositary and relating thereto (the "Company
Agreement"), (iii) the Company's Amended Articles of Incorporation and By-Laws
and the Resolutions of the Board of Directors relating to the Shares and (iv)
any notices, reports or communications, including any proxy soliciting
materials, received from the Company which are both (a) received by the
Depositary or the Custodian or the nominee of either, as the holder of the
Deposited Securities, and (b) made generally available to the holders of such
Deposited Securities by the Company. The Depositary will also send to Holders,
at the Company's expense, copies of such notices, reports and communications
when furnished by the Company to the Depositary pursuant to the Deposit
Agreement. The Depositary will keep books for the registration of GDRs and their
transfer which at all reasonable times will be open for inspection by the
Company and Holders of GDRs, provided that such inspection shall not be for the
purpose of communicating with Holders of GDRs in the interest of a business or
object other than the business of the Company or a matter related to the Deposit
Agreement or the GDRs.

         (24) Withholding. Notwithstanding any other provision of the Deposit
Agreement, in the event that the Depositary determines that any distribution of
property (including Shares, rights to subscribe therefor and other securities)
is subject to any tax or governmental charges which the Depositary is obligated
to withhold, the Depositary may dispose of all or a portion of such property
(including Shares, rights to subscribe therefor and other securities) in such
amounts and in such manner as the Depositary deems necessary and practicable to
pay such taxes or governmental charges, including by public or private sale, and
the Depositary will distribute the net proceeds of any such sale or the balance
of any such property after deduction of such taxes or governmental charges to
the Holders entitled thereto in proportion to the number of GDSs held by them
respectively and the Depositary will, if feasible without withholding for or on
account of taxes or other governmental charges, and otherwise in compliance with
applicable law, distribute any unsold balance of such property in accordance
with the provisions of the Deposit Agreement. To the extent that the Depositary
is obligated to withhold as described in the previous sentence, the Depositary
will remit to the appropriate governmental authority or agency all amounts
withheld and owing to such authority or agency and will file such corresponding
reports as may be required.

         The Company has agreed with the Depositary that, before making any
distribution or other payment on any Deposited Securities, the Company will make
such deductions (if any) which, by the laws or regulations of the Philippines,
the Company is required to make in respect of any income, capital gains or other
taxes and that the Company may also deduct the amount of any tax or governmental
charges payable by the Company or for which the Company might be made liable in
respect of such distribution or other payment or any document signed in
connection therewith.

         (25) Obligations of the Depositary, the Custodian and the Company. The
Company assumes no obligation nor is it subject to any liability under the
Deposit Agreement to Holders or other persons, except that it has agreed with
the Depositary to act in good faith and use reasonable judgment in the
performance of its obligations set forth in the Company Agreement. The
Depositary assumes no obligation nor is it subject to any liability under the
Deposit Agreement to Holders or other persons (including,




                                       18









without limitation, liability with respect to the validity or worth of the
Deposited Securities), except that it has agreed to act in good faith and use
reasonable judgment in the performance of its obligations set forth in the
Deposit Agreement. The Depositary has undertaken in the Deposit Agreement to
perform such duties and only such duties as are specifically set forth therein,
and no implied covenants or obligations shall be read into the Deposit Agreement
against the Depositary or the Company.

         Neither the Depositary nor the Company are under any obligation to
appear in, prosecute or defend any action, suit or other proceeding in respect
of any Deposited Securities or in respect of the GDRs, which in its opinion may
involve it in expense or liability, unless indemnity satisfactory to it in its
sole discretion against all expense and liability be furnished as often as may
be required, and no Custodian is under any obligation whatsoever with respect to
such proceedings, the Custodian being responsible solely to the Depositary.

         Neither the Depositary nor the Company shall be liable for any action
or inaction by it in reliance upon the advice of or information from legal
counsel, accountants, any person presenting Shares for deposit, any Holder, or
any other person believed by it in good faith to be competent to give such
advice or information. Each of the Depositary, its agents and the Company and
its agents may rely and shall be protected in acting upon any written notice,
request, direction or other document believed by it to be genuine and to have
been signed or presented by the proper party or parties. Subject to the
provisions of Section 5.02 of the Deposit Agreement (which are summarized in
this paragraph (25)), the Depositary is not responsible for any failure to carry
out any instructions to vote any of the Deposited Securities, for the manner in
which any such vote is cast or for the effect of any such vote.

         It is intended that neither the Depositary nor any agent of the
Depositary shall be deemed to be an "issuer" of the securities under the federal
securities laws or applicable state securities laws of the United States or any
other jurisdiction, it being expressly understood and agreed that the Depositary
and its agents are acting only in a ministerial capacity as Depositary for the
Shares.

         (26) Prevention or Delay in Performance by the Depositary or the
Company. Neither the Depositary nor the Company will incur any liability to any
Holder or other person if by reason of any present or future law, regulation,
decree, order or other action of the United States, the Philippines or any other
country or jurisdiction, or of any other governmental authority, or by reason of
any act of God, war or other circumstances beyond its control or, in the case of
the Depositary, by reason of any provision, present or future, of the Amended
Articles of Incorporation and By-laws of the Company or any Deposited
Securities, the Depositary or the Company is prevented, delayed or forbidden
from doing or performing any act or thing which by the terms of the Deposit
Agreement (in the case of the Depositary) or the Company Agreement it is
provided shall be done or performed; nor will the Depositary or the Company
incur any liability to any Holder or other person by reason of any
nonperformance or delay, caused as aforesaid, in performance of any act or thing
that by the terms of the Deposit Agreement it is provided shall or may be done
or performed, or by reason of any exercise




                                       19









of, or failure to exercise, any discretion provided for in the Deposit
Agreement. Where, by the terms of a distribution pursuant to Section 4.02, 4.03
or 4.05 of the Deposit Agreement (which are summarized in paragraphs (15) , (16)
and (18), respectively, above)) or an offering or distribution pursuant to
Section 4.04 of the Deposit Agreement (which is summarized in paragraph (17)
above), or because of applicable law, such distribution or offering may not be
made available to Holders, and the Depositary may not dispose of such
distribution or offering on behalf of such Holders and make the net proceeds
available to such Holders, then the Depositary may make no such distribution or
offering, and may allow any rights, if applicable, to lapse.

         (27) Resignation of the Depositary Appointment of Successor Depositary
the Custodian. The Depositary may at any time resign as Depositary under the
Deposit Agreement by 30 days' written notice of its election so to do to the
Company, such resignation to take effect upon the appointment of a successor
depositary and its acceptance of such appointment as provided in the Deposit
Agreement.

         In case at any time the Depositary acting under the Deposit Agreement
resigns, the Company has agreed to use its best efforts to appoint a successor
depositary, which shall be a bank or trust company having an office in the
Borough of Manhattan, The City of New York. Any corporation into or with which
the Depositary may be merged or consolidated will be the successor of the
Depositary without the execution or filing of any document or any further act.

         The Depositary, after consultation with the Company, will from time to
time appoint one or more agents to act for it as Custodian under the Deposit
Agreement. The Depositary has initially appointed Citibank, N.A., Manila, as
custodian and agent of the Depositary for the purpose of the Deposit Agreement.
The Custodian in acting under the Deposit Agreement will be subject at all times
and in all respects to the direction of the Depositary and will be responsible
solely to it.

         The Custodian may resign and be discharged from its duties under the
Deposit Agreement by 30 days' prior notice of its election to do so delivered to
the Depositary; such resignation to become effective upon appointment of a
successor Custodian and its acceptance of such appointment as provided in the
Deposit Agreement. The Depositary may discharge any Custodian at any time upon
notice to the Custodian being discharged and appoint a substitute or an
additional custodian, who will thereafter be the Custodian under the Deposit
Agreement.

         (28) Issuance of Additional Shares, Etc. In the event of any issuance
of additional Shares or of other securities (including rights and convertible or
exchangeable securities) as a dividend or distribution with respect to the
Shares or other Deposited Securities, or future issuances to Holders for cash of
additional Shares or such other securities, the Depositary will not distribute
any such additional Shares or other securities to the Holders unless the Company
shall have furnished to the Depositary a written opinion from counsel for the
Company in the United States, which counsel shall be reasonably satisfactory to
the Depositary, to the effect that such dividend or distribution will not
violate the Securities Act.




                                       20









         The Company has agreed with the Depositary that any future issuances of
(1) additional Shares, (2) rights, preferences or privileges to subscribe for
Shares, (3) securities convertible into or exchangeable for Shares, or (4)
rights, preferences or privileges to subscribe for securities convertible into
or exchangeable for Shares (in each case other than as a dividend or
distribution or issuance for cash to Holders as described in the immediately
preceding paragraph) shall be effected by the Company in a manner so as to not
violate the Securities Act. If the Company determines that an issuance of such
securities is required to be registered under the Securities Act, the Company
has agreed with the Depositary to (x) register such issuance to the extent
necessary, (y) alter the terms of the issuance to avoid the registration
requirements of the Securities Act or (z) direct the Depositary to take such
measures as are provided in Sections 4.03 through 4.05 of the Deposit Agreement
(which are summarized in paragraphs (16) through (18), respectively, above) or
other specific measures with respect to the acceptance for deposit of Shares to
prevent such issuance from being made in violation of the registration
requirements of the Securities Act.

         The Company has agreed with the Depositary that neither the Company nor
any company controlling, controlled by or under common control with the Company
will at any time deposit any Shares, either upon original issuance or upon a
sale of Shares previously issued and reacquired by the Company or by any such
controlled or controlling company unless such transaction is registered under
the Securities Act or is exempt from registration under the Securities Act as
confirmed by a written opinion from counsel for the Company in the United
States, which counsel shall be reasonably satisfactory to the Depositary.

         (29) Amendment. The form of this GDR and any provisions of the Deposit
Agreement may, with the consent of the Company, at any time and from time to
time be amended by the Depositary in any respect which it may deem necessary or
desirable. Any amendment which imposes or increases any fees or charges (other
than taxes and other governmental charges), or which otherwise prejudice any
substantial existing right of Holders, shall not, however, become effective as
to outstanding GDRs until the expiration of 90 days (or 30 days in the case of
any amendment which shall impose or increase any fees of the Depositary for the
issuance, execution and delivery of GDRs or any fees or expenses in respect of
transfer or sales of Common Stock or any delivery expenses and charges incurred
by the Depositary in the conversion of foreign currency and in connection with
foreign exchange control regulations) after notice of such amendment shall have
been given to the Holders of outstanding GDRs. Every Holder at the time any
amendment becomes effective shall be deemed by continuing to hold such GDR to
consent and agree to such amendment and to be bound by the Deposit Agreement as
amended thereby. In no event shall any amendment impair the right of any Holder
to surrender such Holder's GDRs and receive therefor the Deposited Securities
represented thereby or to direct the Depositary to forward Notices of Conversion
to the Conversion Agent on such Holder's instructions and (pursuant to the
Common Stock Deposit Agreement) request the Depositary to use reasonable efforts
to sell or cause to be sold the shares of Common Stock delivered and deposited
with the Depositary upon conversion of Shares represented by GDRs and to
distribute the proceeds from the sale of




                                       21









such Common Stock to the persons entitled thereto, in any case except in order
to comply with provisions of applicable law.

         (30) Termination. The Depositary will at any time at the direction of
the Company terminate the Deposit Agreement by mailing notice of such
termination to the Holders of all GDRs then outstanding at least 90 days prior
to the date fixed in such notice for such termination. The Depositary may
likewise terminate the Deposit Agreement if the Depositary delivers to the
Company a written notice of its election to resign, and a qualified successor
depositary shall not have been appointed and accepted its appointment as
provided in Section 5.04 of the Deposit Agreement (which is summarized in
paragraph (27) above) within 90 days after such delivery. If any GDRs remain
outstanding after the date of termination, the Depositary thereafter will
discontinue the registration of transfers of GDRs, will suspend the distribution
of dividends to the Holders thereof, will not accept deposits of Shares (and
will instruct each Custodian to act accordingly), and will not give any further
notices or perform any further acts under the Deposit Agreement, except that the
Depositary will continue to collect dividends and other distributions pertaining
to Deposited Securities, will sell property and rights and convert Deposited
Securities into cash as provided in the Deposit Agreement, and will continue to
deliver Deposited Securities, together with any dividends or other distributions
received with respect thereto and the net proceeds of the sale of any Shares,
rights or other property (in all such cases, without liability for interest), in
exchange for GDRs surrendered to the Depositary. At any time after the
expiration of six months from the date of termination, the Depositary may sell
the Deposited Securities then held under the Deposit Agreement and may
thereafter hold the net proceeds of any such sale, together with any other cash
then held by it under the Deposit Agreement, without liability for interest, for
the pro rata benefit of the Holders of GDRs which have not theretofore been
surrendered. After making such sale, the Depositary will be discharged from all
obligations under the Deposit Agreement and the Company Agreement, except to
account for such net proceeds and other cash and for its obligations under the
indemnification provisions of Section 5.10 of the Deposit Agreement.



                                       22









         FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s)
and transfer(s) unto whose taxpayer identification number is and whose address
including postal zip code is the within GDR and all rights thereunder, hereby
irrevocably constituting and appointing attorney-in-fact to transfer said GDR on
the books of the Depositary with full power of substitution in the premises.

Dated:                                  Name:

                                        By:

                                        Title:

                                        NOTICE: The signature of the Holder to
                                        this assignment must correspond with the
                                        name as written upon the face of the
                                        within instrument in every particular,
                                        without alteration or enlargement or any
                                        change whatsoever.


SIGNATURE GUARANTEED




                                       23









                                                                       EXHIBIT B

                            CHARGES OF THE DEPOSITARY



                       Service                Rate                           By Whom Paid
                       -------                ----                           ------------
                                                                 
1)        Creation of Global Depositary GDR   Waived                      N/A
          program

2)        Annual maintenance fee for GDR      Waived                      N/A
          program

3)        Issuance of GDR against deposit     $0.05 per GDS               Party receiving
          of GDR Shares (except upon
          Initial Deposit) or other
          depositary receipts

4)        Withdrawal of Deposited             $0.05 per GDS               Party
          Securities (including for the                                   surrendering GDR
          purpose of conversion of the
          Shares) against surrender of GDRs

5)        Sale or exercise of rights or       $0.02 per GDS per           Party for whom the sale or
          other corporate action involving    distribution                exercise of rights, is made
          distributions in respect of
          Deposited Securities












                                                                       EXHIBIT C


                              NOTICE OF CONVERSION

Citibank, N.A., as Depositary
ADR Department
111 Wall Street
New York, New York 10043

                  Re: Philippine Long Distance Telephone
                      Company (the "Company")

(a) The undersigned Holder hereby irrevocably authorizes the Depositary on such
Holder's behalf, to exercise the option to convert shares of the Series III
Convertible Preferred Stock of the Company (the "Shares") represented by the
GDSs evidenced by the GDR surrendered in connection herewith into shares of
Common Stock (and any other applicable securities or property) of the Company in
accordance with the terms of and conditions of the Shares and as provided in
Section 2.06 of the Deposit Agreement relating to the Shares, dated as of
November 29, 1994, among Citibank, N.A., as Depositary, and the Holders from
time to time of the GDRs issued thereunder, and directs that Common Stock of the
Company deliverable upon such conversion be registered in the name of and
delivered, together with a check in payment for any fractional shares of Common
Stock and any other property deliverable upon conversion, to the undersigned
unless a different name has been indicated below.

(b) If the undersigned desires that the shares of Common Stock deliverable upon
conversion of the Shares be deposited in accordance with the terms and
conditions of the depositary arrangements of the Depositary dated as of October
19, 1994 relating to the Common Stock (the "Common Stock Deposit Agreement"),
the undersigned should so indicate below and designate Citicorp Trade Services
Limited as the registered holder of such Common Stock.

(c) The undersigned hereby agrees to pay all fees (including the fees of the
Depositary), taxes (including stamp, transfer and capital gains taxes) and
governmental or other charges payable in connection with the surrender and
cancellation of the GDRs and GDSs, the conversion of the Shares and the
issuance, registration and delivery and, if applicable, the deposit of the
Common Stock in accordance with the terms and conditions of the Common Stock
Deposit Agreement (other than any capital or stamp duties payable in the
Philippines in respect of the Common Stock that are payable by the Company). If
the number of Shares indicated above is less than the number of Shares on
deposit with the Depositary in respect of a GDR surrendered in connection
herewith the undersigned directs the Depositary to issue to the undersigned,
unless a different name is indicated below, a new GDR evidencing Shares for the
balance not to be converted.

(d) The undersigned understands and agrees that the Depositary has agreed to
forward to the Conversion Agent this Notice of Conversion and the Shares being
converted in connection herewith as a matter of convenience only and that this
Notice of Conversion will not be effective until received by the Conversion
Agent and all conditions precedent to the conversion of Shares have been
satisfied. Neither the










Depositary nor the Custodian shall be responsible or liable to any Holder for
any loss, liability or expense suffered by such Holder arising from any delay in
forwarding this Notice of Conversion or the Shares being converted in connection
herewith to the Conversion Agent.

(e) Name and address of person in whose name the Common Stock delivered upon
conversion of the Shares are to be registered:

Name:

Address:

(f) The undersigned hereby requests that the certificates for the Common Stock
(together with any securities, cash or other property) required to be delivered
upon conversion:

          (a) be delivered at the office in Manila of the Conversion Agent
          (which currently is Citibank, Manila, 8741 Paseo de Roxas, Makati,
          Metro Manila, Philippines) to the order of:

          Name:
          Address:

OR

          (b) be despatched (at the undersigned's risk and expense) to the
          person whose name and address is given below and in the manner
          specified below:

          Name:
          Address:

          Manner of despatch:

(g) The undersigned acknowledges that the terms of the Shares set forth certain
conditions precedent which must be fulfilled before the Shares specified above
will be treated as effectively deposited for conversion.

(h) The undersigned acknowledges that if Section 6(b) above is completed,
despatch will be made at the risk and expense of the converting Shareholder and
the converting Shareholder will be required to prepay the expenses of, and
submit any necessary documents required in order to effect, despatch in the
manner specified.











Name:                                           Date:

Address:

Signature:

                                     * * * *

For Custodian's use only:

Certificate numbers of Shares delivered to Conversion Agent:


For Conversion Agent's use only:

1. Date of Receipt:

2. (A) Aggregate number of Shares deposited for conversion multiplied by the
Reference Amount (US$25 per Share):                .

   (B) Conversion Price:                        .

   (C) Number of shares of Common Stock issuable:      (disregard fractions)

3. If applicable, amount of cash payment due to converting holder in respect of
fractions of shares of Common Stock:                      .

EX-99

                  AMENDMENT NO. 2 TO PREFERRED STOCK AGREEMENT

         AMENDMENT NO. 2 (the "Amendment") dated as of January , 2003 to the
Preferred Stock Agreement dated as of November 29, 1994, as amended by Amendment
No. 1 to Preferred Stock Agreement dated as of September 6, 1999 (as so amended,
the "Preferred Stock Agreement") between Philippine Long Distance Telephone
Company, a corporation organized under the laws of the Republic of the
Philippines, and its successors (the "Company") and JPMorgan Chase Bank, as
successor depositary.

                              W I T N E S S E T H:
                               - - - - - - - - - -

         WHEREAS, the Company and Citibank, N.A. entered into the Preferred
Stock Agreement for the purposes set forth therein;

         WHEREAS, Citibank, N.A. and all holders from time to time of Global
Depositary Receipts (the "GDRs") evidencing Global Depositary Shares ("GDSs")
representing Series III Convertible Preferred Stock of the Company ("Shares")
entered into a Preferred Stock Deposit Agreement dated as of November 29, 1994,
as amended by Amendment No. 1 to Preferred Stock Deposit Agreement dated as of
September 6, 1999 (as so amended, the "Deposit Agreement");

         WHEREAS, the Citibank, N.A. has resigned as depositary under the
Deposit Agreement and the Preferred Stock Agreement and the Company has
appointed JPMorgan Chase Bank as successor depositary under the Deposit
Agreement and the Preferred Stock Agreement;

         WHEREAS, JPMorgan Chase Bank has accepted its appointment as successor
depositary (the "Depositary") under the Deposit Agreement and the Preferred
Stock Agreement;

         WHEREAS, the Company desires to continue to provide for the deposit of
Shares with the Depositary or the Custodian as agent for the Depositary and for
the execution and delivery of GDRs evidencing GDSs representing the Shares so
deposited;









         WHEREAS, the Company and the Depositary desire to amend and supplement
the terms of the Preferred Stock Agreement inter alia to reflect the appointment
of JPMorgan Chase Bank as the successor depositary.

         NOW, THEREFORE, the Company and the Depositary hereby amend and
supplement the Preferred Stock Agreement, effective as of the Effective Date set
forth in Section 4.01 hereof, as follows:

                                    ARTICLE I
                                   DEFINITIONS

         Section 1.01. Definitions. All capitalized terms used but which are not
otherwise defined herein shall have the respective meanings given to them in the
Preferred Stock Agreement or if not so defined in the Preferred Stock Agreement
then as defined in the Deposit Agreement.

                                   ARTICLE II
                     AMENDMENT TO PREFFERED STOCK AGREEMENT

         Section 2.01. Except with respect to the Custodian, all references in
the Preferred Stock Agreement to "Citibank, N.A." or the "Depositary" shall be
references to "JPMorgan Chase Bank".

         Section 2.02. The first two sentences of Section 10 of the Preferred
Stock Agreement are amended to read as follows:

         The Depositary will not resign as Depositary under the Deposit
         Agreement and terminate this Agreement unless it has given 30
         days' written notice of its election so to do to the Company,
         such resignation and termination to take effect upon the
         appointment of a successor depositary and its acceptance of
         such appointment as hereinafter provided. The Company may
         remove the Depositary under the Deposit Agreement on 30 days
         prior written notice of its election so to do to the
         Depositary.

                                        2










         In case at any time the Depositary acting under the Deposit
         Agreement shall resign or be removed, the Company shall use
         its best efforts to name a successor depositary, which shall
         be a bank or trust company having an office in the Borough of
         Manhattan, The City of New York.

         Section 2.03. The address of the Depositary set forth in second
paragraph of Section 14 of the Preferred Stock Agreement is amended to read:

         JPMorgan Chase Bank, 1 Chase Manhattan Plaza, 40th Floor, New York, New
         York 10081, Attention: GDR Department, Fax: (212) 552-4084.

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

         SECTION 3.01. Representations and Warranties of the Company. The
Company represents and warrants to, and agrees with, the Depositary, that:

     (a) This Amendment, when executed and delivered by the Company, will be
     duly and validly authorized, executed and delivered by the Company, and
     constitutes the legal, valid and binding obligation of the Company,
     enforceable against the Company in accordance with its terms, subject to
     bankruptcy, insolvency, fraudulent transfer, moratorium and similar laws of
     general applicability relating to or affecting creditors' rights and to
     general equity principles; and

     (b) In order to ensure the legality, validity, enforceability or
     admissibility into evidence of this Amendment and the Preferred Stock
     Agreement amended hereby, and any other document furnished hereunder or
     thereunder in The Republic of the Philippines, neither of such agreements
     need to be filed or recorded with any court or other authority in The
     Republic of the Philippines, nor does any stamp or similar tax or
     governmental charge need to be paid in The Republic of the Philippines on
     or in respect of such agreements; and

                                        3









     (c) All relevant information provided to the Depositary by the Company in
     connection with this Amendment is in every material respect true, accurate
     and correct, in the context in which they were provided.

         SECTION 3.02. Representations and Warranties of the Depositary. The
Depositary represents and warrants to, and agrees with, the Company, that:

     (a) This Amendment, when executed and delivered by the Depositary, will be
     duly and validly authorized, executed and delivered by the Depositary, and
     constitutes the legal, valid and binding obligation of the Depositary,
     enforceable against the Depositary in accordance with its terms, subject to
     bankruptcy, insolvency, fraudulent transfer, moratorium and similar laws of
     general applicability relating to or affecting creditors' rights and to
     general equity principles; and

     (b) All relevant information provided by the Depositary in connection
     with this Amendment is in every material respect true, accurate and
     correct, in the context in which they were provided.

                                   ARTICLE IV

                                  MISCELLANEOUS

         SECTION 4.01. Effective Date. This Amendment is dated as of the date
set forth above and shall be effective as of the time of effectiveness of the
Registration Statement on Form F-6 to be filed by the Depositary in connection
with its appointment as successor Depositary (the "Effective Date").

         SECTION 4.02. Indemnification. The parties hereto shall be entitled to
the benefits of the indemnification provisions of Section 12 of the Preferred
Stock Agreement in connection with any and all liability it or they may incur as
a result of the terms of this Amendment and the transactions contemplated
herein, subject to the exceptions provided therein.

         SECTION 5.03. Ratification. Except as expressly amended hereby, the
terms, covenants and conditions of the Preferred Stock Agreement, as originally
executed, shall remain in full force and effect.

                                        4








         IN WITNESS WHEREOF, the Company and the Depositary have caused this
Amendment to be executed by representatives thereunto duly authorized as of the
date set forth above.

                                            PHILIPPINE LONG DISTANCE TELEPHONE
                                                     COMPANY

                                            By:
                                            -----------------------------------
                                            Name:
                                            Title:

                                            By:
                                            -----------------------------------
                                            Name:
                                            Title:

                                            JPMORGAN CHASE BANK



                                            By:
                                            -----------------------------------
                                            Name:
                                            Title: Vice President




                                      5

EX-99

                                 Amendment No. 1

                                       to

                            Preferred Stock Agreement

                                 by and between

                   PHILIPPINE LONG DISTANCE TELEPHONE COMPANY

                                       AND

                                 CITIBANK, N.A.,

                                  As Depositary

                          Dated as of September 6, 1999

    Related to the Purchase of Series III Convertible Preferred Stock and the
    Deposit Thereof in Accordance with the Preferred Stock Deposit Agreement








                  AMENDMENT NO. 1 TO PREFERRED STOCK AGREEMENT

         AMENDMENT NO. 1 TO PREFERRED STOCK AGREEMENT, is dated as of September
6, 1999 (the "Amendment"), between PHILIPPINE LONG DISTANCE TELEPHONE COMPANY, a
corporation organized and existing under the laws of the Republic of the
Philippines, (the "Company") and CITIBANK, N.A., a national banking association
organized under the laws of the United States of America and acting solely as
depositary ("the Depositary").

                          W I T N E S S E T H  T H A T

         WHEREAS, the parties hereto have entered into that certain Preferred
Stock Agreement, dated as of November 29, 1994 (the "Preferred Stock
Agreement"), relating to the purchase of Series III Convertible Preferred Stock
and the deposit thereof in accordance with the Preferred Stock Deposit
Agreement, dated as of November 29, 1994, as amended by Amendment No. 1 to
Deposit Agreement, dated as of September 6, 1999 (collectively, the "Preferred
Stock Deposit Agreement") between the Depositary and all Holders and Beneficial
Owners from time to time of Global Depositary Receipts;

         WHEREAS, the Company and the Depositary deem it necessary and desirable
to amend the Preferred Stock Agreement for the purposes set forth herein;

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Depositary
hereby agree as follows:

                                   ARTICLE I.

                                   DEFINITIONS

         Section 1.01. Definitions. All capitalized terms used, but not
otherwise defined herein, shall have the meaning given to such terms in the
Preferred Stock Agreement.

                                  ARTICLE II.

                             AMENDMENTS TO AGREEMENT

         Section 2.01. Preferred Stock Agreement. All references in the
Preferred Stock Agreement to the terms "Preferred Stock Agreement" or "this
Agreement" shall, as of the date hereof refer to the Preferred Stock Agreement,
dated as of November 29, 1994, as amended by this Amendment.

         Section 2.02. Termination. Section 11 of the Preferred Stock Agreement
is hereby amended by inserting the following phrase at the end of the first
sentence:

                  "provided that, if the Company shall provide to the Depositary
                  a notice announcing a mandatory conversion of any or all the
                  Shares constituting Deposited Securities (such an event, a
                  "Mandatory Conversion") prior to or simultaneously with a
                  notice of termination, the Depositary shall, at the







                  direction of the Company, terminate the Deposit Agreement by
                  mailing notice of such termination to Holders of all GDRs then
                  outstanding at least 60 days prior to the date fixed in such
                  notice for such termination."

                                  ARTICLE III.

                         REPRESENTATIONS AND WARRANTIES

         Section 3.01. Representations and Warranties. The Company represents
and warrants to, and agrees with, the Depositary that:

                  (a) This Amendment, when executed and delivered by the
Company, and all other documentation executed and delivered by the Company in
connection therewith, will be duly and validly authorized, executed and
delivered by the Company, and constitute the legal, valid and binding
obligations of the Company, enforceable against the Company in accordance with
their respective terms, subject to bankruptcy, insolvency, fraudulent transfer,
moratorium and similar laws of general applicability relating to or affecting
creditors' rights and to general equity principles; and

                  (b) In order to ensure the legality, validity, enforceability
or admissibility into evidence of this Amendment or the Preferred Stock
Agreement as amended hereby, and any other document furnished hereunder or
thereunder in the Republic of the Philippines, neither of such agreements need
be filed or recorded with any court or other authority in the Republic of the
Philippines, nor does any stamp or similar tax need to be paid in the Republic
of the Philippines on or in respect of such agreements; and

                                  ARTICLE IV.

                                  MISCELLANEOUS

         Section 4.01. Effective Date. This Amendment shall be effective as of
the date first set forth above.

         Section 4.02. Ratification. Except as specifically amended by this
Amendment, (a) the Preferred Stock Agreement shall continue in full force and
effect in accordance with the terms and provision thereof and (b) such terms and
provisions are hereby ratified and confirmed in all respects.

         Section 4.03. Governing Law. This Amendment shall be interpreted and
all rights hereunder and thereunder and provisions hereof and thereof shall be
governed by the laws of the State of New York.

         Section 4.04. Counterparts. This Amendment may be executed in any
number of counterparts, each of which shall be deemed an original and all of
such counterparts shall constitute one and the same instrument.









         IN WITNESS WHEREOF, the Company and the Depositary have caused this
Amendment to be executed by representatives thereunto duly authorized as of the
date set forth above.

PHILIPPINE LONG DISTANCE TELEPHONE COMPANY

By: /s/ Anabelle Lim-Chua
    -----------------------------

Name: Anabelle Lim-Chua
      ---------------------------

Title: Treasurer
       --------------------------

CITIBANK, N.A., as Depositary

By: /s/ Emi Mak
    -----------------------------

Name: Emi Mak
      ---------------------------

Title: Vice President
       --------------------------

EX-99

================================================================================




                            PREFERRED STOCK AGREEMENT

                                     Between

                   PHILIPPINE LONG DISTANCE TELEPHONE COMPANY

                                       and

                                 CITIBANK, N.A.

                          Dated as of November 29, 1994

   Related to the Purchase of Series III Convertible Preferred Stock and the
    Deposit Thereof in accordance with the Preferred Stock Deposit Agreement



================================================================================










                            PREFERRED STOCK AGREEMENT

         AGREEMENT dated as of November 29, 1994 between PHILIPPINE LONG
DISTANCE TELEPHONE COMPANY, a corporation organized under the laws of the
Republic of the Philippines (the "Company") and CITIBANK, N.A., a national
banking association organized under the laws of the United States of America
(the "Depositary").

                              W I T N E S S E T H:
                               -------------------

         WHEREAS, pursuant to the Underwriting Agreement dated as of November
21, 1994 between the Company and the Underwriters named therein (the
"Underwriting Agreement"), the Company has agreed to sell, and each of such
Underwriters has severally agreed to purchase, shares of Series III Convertible
Preferred Stock, par value P10 per share of the Company (the "Shares");

         WHEREAS, pursuant to the Underwriting Agreement it is contemplated that
such Underwriters will deposit with the Depositary the Shares in accordance with
the terms and conditions of the Preferred Stock Deposit Agreement (the "Deposit
Agreement") dated the date hereof between the Depositary and the Holders (as
such terms are defined in the Deposit Agreement) from time to time of Global
Depositary Receipts ("GDRs") issued thereunder, which GDRs shall evidence the
Global Depositary Shares ("GDSs") which shall represent the Shares to be so
deposited;

         WHEREAS, the execution of this Agreement (including the indemnification
provisions contained herein) is a condition precedent to the obligations of the
Underwriters under the Underwriting Agreement.

         NOW, THEREFORE, in consideration of the premises the parties hereto
agree as follows:

         1. Ownership Restrictions. The Company may restrict transfers of the
Shares if such transfer might result in ownership of Shares exceeding limits
under any applicable law or the Company's Amended Articles of Incorporation. The
Company shall notify the Depositary and the Custodian in writing of any such
restrictions imposed on Shares constituting Deposited Securities.

         2. Withholding. In the event that the Company or the Depositary, as
appropriate, shall be required to withhold and does withhold from any cash
dividend or other cash distribution in respect of any Shares or other securities
deposited under or received by the Depositary or its agent in accordance with
the Deposit Agreement ("Deposited Securities") an amount on account of taxes or
other governmental charges, the Company or its agent or the Depositary or its
agent, as appropriate, will remit to the appropriate governmental authority or
agency all amounts withheld and owing to such authority or agency. The
Depositary will forward to the Company or its agent such information from its
records as the Company may reasonably request to enable the Company or its agent
to file necessary reports with governmental authorities or agencies







or, at the request and expense of the Company, the Depositary or its agent may
file such reports if deemed lawful and reasonably feasible by the Depositary.

         The Company will provide to the Depositary copies of official receipts
or other evidence of payment of such withholding tax paid by the Company to the
Philippine Bureau of Internal Revenue (on the appropriate governmental form, if
applicable) in respect of the Shares constituting Deposited Securities, such
evidence to include the amount of such taxes withheld, both in the aggregate and
on a per Share basis. The Depositary will, in turn, provide the Company with
such information from its records (on the appropriate governmental form, if
applicable) as will enable the Company to comply with its obligations under the
previous sentence and will distribute and otherwise make available to Holders
such information in accordance with paragraph 5 hereof.

         Notwithstanding any other provision of this Agreement, before making
any distribution or other payment on any Deposited Securities, the Company shall
make such deductions (if any) which, by the laws or regulations of the
Philippines, the Company is required to make in respect of any income, capital
gains or other taxes and the Company may also deduct the amount of any tax or
governmental charges payable by the Company or for which the Company might be
made liable in respect of such distribution or other payment or any document
signed in connection therewith.

         3. Obligations of the Company and the Depositary. The Company and the
Depositary shall act in good faith and use reasonable judgment in the
performance of their respective obligations set forth in this Agreement. The
Depositary and the Company undertake to perform such duties and only such duties
as are specifically set forth in this Agreement and no implied covenants or
obligations shall be read into this Agreement against the Depositary or the
Company.

         4. Charges of Depositary. The fees, if any, of the Depositary and the
registrar under the Deposit Agreement (the "Registrar") which are specified in
Exhibit B to the Deposit Agreement, shall be paid as provided in such Exhibit.

         Any charges and expenses of the Depositary and the Registrar, if any,
under the Deposit Agreement that are not paid by Holders of GDRs will be paid by
the Company in accordance with agreements in writing entered into between the
Depositary and the Company as to the nature and amount of such charges and
expenses. Unless otherwise agreed, the Depositary shall present its statement
for such expenses and fees or charges to the Company once every three months.
The charges and expenses of the Custodian, the nominee under the Deposit
Agreement or any other agent of the Depositary are for the sole account of the
Depositary.

         The right of the Depositary to receive payment of fees, charges and
expenses as provided in this Agreement and the Deposit Agreement shall survive
the termination of this Agreement and the Deposit Agreement and the resignation
of the Depositary pursuant to this Agreement and the Deposit Agreement.




                                       2







         5. Notices, Reports and Communications. On or before the first date on
which the Company gives notice, by publication or otherwise, of any meeting of
holders of Shares or other Deposited Securities, of any other meeting of holders
of the Company's securities at which holders of Shares or other Deposited
Securities are entitled to vote or of any adjourned meeting of such holders, or
of the taking of any action by such holders of Shares or other Deposited
Securities other than at a meeting, or of the taking of any action in respect of
any cash or other distributions or the offering of any rights in respect of
Deposited Securities, the Company agrees to transmit to the Depositary and the
Custodian a copy of the notice thereof in the English language but otherwise in
the form given or to be given to holders of Shares or other Deposited
Securities. The Company shall also furnish to the Custodian and the Depositary a
summary, in English, of any applicable provisions or proposed provisions of the
Amended Articles of Incorporation of the Company that may be relevant or pertain
to such notice of meeting or be the subject of a vote thereat.

         The Company will provide to the Custodian and the Depositary will, at
the Company's expense, arrange for the prompt transmittal by the Custodian to
the Depositary, of sufficient copies of such notices and any other reports and
communications that are generally made available by the Company to holders of
Shares. The Depositary shall arrange at the Company's expense for prompt mailing
of copies thereof and copies of the withholding tax information provided to the
Depositary pursuant to Section 2 hereof to all Holders and, at the reasonable
request and at the expense of the Company, shall also make such notices, reports
and communications (including information in respect of dividends received by
the Depositary with regard to the Shares) available to all Holders in the same
manner as the Company makes them generally available to holders of Shares or on
such other basis as the Company may advise the Depositary is required by any law
or regulation or any requirement of any stock exchange to which the Company may
be subject, subject to any limitations imposed by U.S. law. The Company will
also provide to the Custodian or the Depositary an English language translation
of such reports or communications concurrently with the receipt by the Custodian
of such reports or communications. The Depositary may, but shall not be required
to, at the Company's expense, obtain English translations or adequate English
summaries of any notices, reports or communications which are generally provided
by the Company to its holders of Shares which are not initially furnished to the
Depositary in English text.

         6. Issuance of Additional Shares, Etc. In the event of any issuance of
additional Shares or of other securities (including rights and convertible or
exchangeable securities) as a dividend or distribution with respect to the
Shares or other Deposited Securities, or future issuances to Holders for cash of
additional Shares or such other securities, the Depositary shall not distribute
any such additional Shares or other securities to the Holders unless the Company
shall have furnished to the Depositary a written opinion from counsel for the
Company in the United States, which counsel shall be reasonably satisfactory to
the Depositary, stating whether or not the circumstances of such issue are such
as to make it necessary for a registration statement under the Securities Act to
be in effect at or prior to making such dividend or distribution available to
the Holders entitled thereto and, if in the opinion of such counsel a
registration




                                       3







statement is required, stating that there is a registration statement in effect
which will cover the issuance of such securities. If, for any reason, the
Depositary reasonably deems such a distribution of Shares not to be practical,
lawful or feasible, the Depositary may after consultation with the Company (i)
to the extent permitted by applicable law, adopt such method as the Depositary
reasonably deems equitable or practicable for the purpose of obtaining such
distribution or effecting such distribution or (ii) if the Depositary reasonably
determines that no such method of distribution can be effected in a practicable
or equitable manner, the Depositary may refrain from effecting such distribution
altogether until such time as it reasonably determines that a practicable or
equitable distribution can be effected.

         Any future issuances of (1) additional Shares, (2) rights, preferences
or privileges to subscribe for Shares, (3) securities convertible into or
exchangeable for Shares, or (4) rights, preferences or privileges to subscribe
for securities convertible into or exchangeable for Shares (other than as a
dividend or distribution or issuance for cash to Holders as described in the
immediately preceding paragraph), shall be effected by the Company in a manner
so as to not violate the Securities Act. If the Company determines that an
issuance of such securities is required to be registered under the Securities
Act, the Company will (x) register such issuance to the extent necessary, (y)
alter the terms of the issuance to avoid the registration requirements of the
Securities Act or (z) direct the Depositary to take such measures as are
provided in Sections 4.03 through 4.05 of the Deposit Agreement or other
specific measures with respect to the acceptance for deposit of Shares to
prevent such issuance from being made in violation of the registration
requirements of the Securities Act.

         Neither the Company nor any company controlling, controlled by or under
common control with the Company will at any time deposit any Shares, either upon
original issuance or upon a sale of Shares previously issued and reacquired by
the Company or by any such controlled or controlling company, unless such
transaction is registered under the Securities Act or is exempt from
registration under the Securities Act as confirmed by a written opinion from
counsel for the Company in the United States, which counsel shall be reasonably
satisfactory to the Depositary.

         7. Execution and Delivery of Additional GDRs. The Depositary may, and
shall, if the Company so requests, execute and deliver additional GDRs or call
for the surrender of outstanding GDRs to be exchanged for new GDRs upon any
change in par value, split-up, consolidation, or any other reclassification of
the Shares (other than as a result of a conversion of Shares into Common Stock
in accordance with the terms of the Shares), or upon recapitalization,
reorganization, merger or consolidation or sale of assets affecting the Company
or to which it is a party which results in securities being received by the
Depositary or the Custodian in exchange for, in conversion of or in respect of
Shares.

         8. Further Obligations of the Depositary to Consult with the Company.
The Depositary shall consult with the Company under the following circumstances:



                                       4







         (i) If the Custodian or the Depositary receives any distribution upon
     any deposited Convertible Preferred Shares in property (other than cash or
     rights upon any Deposited Securities) and, in the opinion of the
     Depositary, such distribution can not be made proportionately among such
     GDR Holders or if for any other reason the Depositary deems such
     distribution to be impracticable, unlawful or unfeasible, the Depositary
     shall consult with the Company and adopt such method as it deems equitable
     or practicable following such consultation to effect such distribution.

         (ii) The Depositary shall consult with the Company when fixing a record
     date pursuant to the Deposit Agreement.

         9. Further Obligations of the Depositary. The Depositary shall have the
following further obligations:

         (i) The Depositary shall use reasonable efforts to comply with written
     instructions of the Company not to accept for deposit under the Deposit
     Agreement any Shares identified in such instructions at such times and
     under such circumstances as may reasonably be specified in such
     instructions in order to facilitate the Company's compliance with the
     securities laws of the United States.

         (ii) The Depositary shall take such additional actions and provide such
     additional information as the Depositary shall from time to time agree with
     the Company.

         10. Resignation of the Depositary; Appointment of Successor Depositary.
The Depositary will not resign as Depositary under the Deposit Agreement and
terminate this Agreement unless it has given 30 days' written notice of its
election so to do to the Company, such resignation and termination to take
effect upon the appointment of a successor depositary and its acceptance of such
appointment as hereinafter provided.

         In case at any time the Depositary acting under the Deposit Agreement
shall resign, the Company shall use its best efforts to name a successor
depositary, which shall be a bank or trust company having an office in the
Borough of Manhattan, The City of New York. Such successor depositary shall
execute and deliver to its immediate predecessor depositary and to the Company
an agreement substantially in the form hereof and an instrument in writing
accepting its appointment under the Deposit Agreement, and thereupon such
successor depositary, without any further act or deed, shall become fully vested
with all the rights, powers, duties and obligations of its immediate
predecessor; but such immediate predecessor, nevertheless, upon payment of all
sums due it and on the written request of the Company, shall execute and deliver
an instrument transferring to such successor depositary all rights and powers of
such immediate predecessor hereunder and under the Deposit Agreement, shall duly
assign, transfer and deliver all right, title and interest in the Deposited
Securities to such successor, and shall deliver to such successor a list of the
Holders of all outstanding GDRs and such other books and records maintained by
such predecessor and its agents with respect to its function as Depositary.




                                       5








Any such successor depositary shall promptly mail notice of its appointment to
the Holders.

         Any corporation into or with which the Depositary may be merged or
consolidated shall be the successor of the Depositary without the execution or
filing of any document or any further act.

         11. Termination. The Company may at any time direct the Depositary to
terminate the Deposit Agreement and the Deposit Agreement will be terminated by
the Depositary's mailing notice of such termination to the Holders of all GDRs
then outstanding at least 90 days prior to the date fixed in such notice for
such termination. The Depositary may likewise terminate the Deposit Agreement if
the Depositary shall have delivered to the Company a written notice of its
election to resign, and a qualified successor depositary shall not have been
appointed and accepted its appointment as provided in Section 10 within 90 days
after such delivery. Upon the termination of the Deposit Agreement, the
Depositary shall be discharged from all obligations under this Agreement, except
for its obligations under Section 12. Upon the termination of the Deposit
Agreement, the Company shall be discharged from all obligations under this
Agreement, except for its obligations under Sections 4 and 12.

         12. Indemnification. The Company shall indemnify the Depositary, the
Custodian and any of their respective agents against, and hold each of them
harmless from, any loss, liability or expense of any kind whatsoever that may
arise (a) out of or in connection with any offer, issuance, sale, resale,
transfer, conversion, deposit or withdrawal of GDRs, GDSs, Shares, other
Deposited Securities, Common Stock or any offering documents in respect thereof
or (b) out of acts performed or omitted, including but not limited to any
delivery by the Depositary on behalf of the Company of information regarding the
Company, in connection with this Agreement, the Deposit Agreement, the GDRs and
the GDSs, as the same may be amended, modified or supplemented from time to
time, in any such case (i) by the Depositary, the Custodian or any of their
respective agents, except to the extent such loss, liability or expense is due
to negligence or bad faith of any of them, or (ii) by the Company or any of its
agents, except to the extent such loss, liability or expense arises out of
information relating to the Depositary, the Custodian or any of their respective
agents, as the case may be, furnished in a signed writing to the Company by the
Depositary expressly for use in an offering document pursuant to which GDRs,
GDSs, Shares or other Deposited Securities are offered or sold.

         The Depositary shall indemnify the Company and hold it harmless from
any loss, liability or expense of any kind whatsoever which may arise out of
acts performed or omitted by the Depositary, the Custodian or any of their
respective agents due to the negligence or bad faith of either the Depositary or
the Custodian or any of their agents.

         Any person seeking indemnification hereunder (an "indemnified person")
shall notify the person from whom it is seeking indemnification (the
"indemnifying person") of the commencement of any indemnifiable action or claim
promptly after such




                                       6







indemnified person becomes aware of such commencement and shall consult in good
faith with the indemnifying person as to the conduct of the defense of such
action or claim. No indemnified person shall compromise or settle any action or
claim without the consent of the indemnifying person.

         The obligations set forth in this Section shall survive the termination
of this Agreement and the Deposit Agreement and the succession or substitution
of any indemnified person.

         Nothing in this Agreement shall be construed as creating a relationship
of principal and agent between the Company and the Depositary.

         13. Amendment. The form of the GDRs and any provisions of the Deposit
Agreement will not, without the consent of the Company, at any time and from
time to time be amended by the Depositary in any respect.

         14. Notices. Any and all notices to be given to the Company under this
Agreement or the Deposit Agreement shall be deemed to have been duly given if
personally delivered, or sent by mail (if domestic, first class, if overseas,
first class airmail, postage prepaid) or air courier, or by cable, telex or
facsimile transmission confirmed by letter sent by mail or air courier,
addressed to Philippine Long Distance Telephone Company, Ramon Cojuangco
Building, Makati Avenue, Makati, Metro Manila, Republic of the Philippines,
Attention: Treasurer (facsimile number: (632) 815-8599) or to any other address
which the Company may specify by notice.

         Any and all notices to be given to the Depositary shall be deemed to
have been duly given if personally delivered, or sent by mail (if domestic,
first class, if overseas, first class airmail, postage prepaid) or air courier,
or by cable, telex or facsimile transmission confirmed by letter sent by mail or
air courier, addressed to Citibank, N.A., 111 Wall Street, 5th Floor, New York,
New York 10043, Attention: ADR Department (telex number: ITT: 420392; RCA:
235530; facsimile number: (212) 825-2029), or to any other address which the
Depositary may specify by notice.

         Any and all notices to be given to the Custodian shall be deemed to
have been duly given if personally delivered, or sent by mail (if domestic,
first class, if overseas, first class airmail, postage prepaid) or air courier,
or by cable, telex or facsimile transmission confirmed by letter sent by mail or
air courier, addressed to Citibank, N.A., Manila, 8741 Paseo de Roxas, Makati,
Metro Manila, Republic of the Philippines, Attention: Investment Services Unit
(telex number: CITIPHMMAISU; facsimile number: (632) 815-7896), or to any other
address which the Custodian may specify by notice.

         Delivery of a notice sent by mail or air courier shall be deemed to be
effective three days (in the case of domestic mail or air courier) or seven days
(in the case of overseas mail) after dispatch and any notice sent by cable,
telex or facsimile transmission as provided in this Section shall be deemed to
be effective 24 hours after dispatch. The Depositary, the Custodian or the
Company may, however, act upon any cable, telex or facsimile transmission
received by it from the other or from any Holder,




                                       7







notwithstanding that such cable, telex or facsimile transmission shall not
subsequently be confirmed as aforesaid.

         15. Amended Articles, By-laws and Resolutions. Upon execution of this
Agreement, the Company agrees to promptly provide to the Depositary two copies
of the Company's Amended Articles of Incorporation and By-laws and the
Resolutions of the Board of Directors relating to the Shares. The Company agrees
that such Amended Articles, By-laws and Resolutions and this Agreement may be
made available for inspection by the Depositary at its Principal New York
Office.

         16. Notice of Conversion. The Company agrees that the form of Notice of
Conversion attached as Exhibit C to the Deposit Agreement is acceptable in form
and substance for any conversion of Shares and shall direct any conversion or
transfer agent for the Shares appointed by the Company to accept such Notice of
Conversion in connection with the conversion of any Shares.

         17. Notice of Mandatory Conversion Date. All notices of mandatory
conversion of any Shares registered in the name of Citicorp Trade Services
Limited (or any successor thereto shall promptly be sent to the Custodian in the
manner set out in this Agreement.

         18. Defined Terms. Terms used herein but not otherwise defined shall
have the meanings ascribed to such terms in the Deposit Agreement.

         19. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all of such
counterparts shall constitute one and the same instrument.

         20. Benefit of this Agreement and the Deposit Agreement. This Agreement
shall be binding upon and inure to the benefit of and be enforceable by the
parties hereto and the other persons specified herein as beneficiaries of one
or more provisions of this Agreement. The Depositary acknowledges that the
Company is the intended third-party beneficiary of the restrictions described in
Section 2.07 of the Deposit Agreement and any related documents relating to the
issuance of GDRs prior to the receipt of Shares attributable thereto and the
delivery of Shares prior to the receipt and cancellation of GDRs attributable
thereto. The Company and the Depositary acknowledge that the holders of Global
Depositary Receipts under the Deposit Agreement are intended third-party
beneficiaries of this Agreement.

         21. Severability. In case any one or more of the provisions contained
in this Agreement should be or become invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions
contained herein or therein shall in no way be affected, prejudiced or disturbed
thereby.

         22. Governing Law. This Agreement shall be interpreted and all rights
hereunder and thereunder and provisions hereof and thereof shall be governed by
the laws of the State of New York.




                                       8









         IN WITNESS WHEREOF, PHILIPPINE LONG DISTANCE TELEPHONE COMPANY and
CITIBANK, N.A. have duly executed this Agreement as of the day and year first
above set forth.


                                       PHILIPPINE LONG DISTANCE
                                       TELEPHONE COMPANY


                                        /s/  Edgardo M. del Fonso
                                       ________________________________________
                                       Name: Edgardo M. del Fonso
                                       Title: Executive Vice President



                                       CITIBANK, N.A.


                                        /s/
                                       ________________________________________
                                       Name:
                                       Title:




                                       9

EX-99

                        Ziegler, Ziegler & Associates LLP
                                Counselors at Law
                         555 Madison Avenue, 11th Floor
                            New York, New York 10022
                                 (212) 319-7600
                            Telecopier (212) 319-7605

                                January 15, 2003


JPMorgan Chase Bank,  as Depositary
1 Chase Manhattan Plaza
New York, New York 10081


                            Global Depositary Shares
                     evidenced by Global Depositary Receipts
                             for deposited Shares of
                   Philippine Long Distance Telephone Company


Dear Sirs:

         Referring to the Registration Statement on Form F-6 relating to the
above-entitled Global Depositary Shares ("GDSs") evidenced by Global Depositary
Receipts ("GDRs") each GDS representing one share of Series III Convertible
Preferred Stock of Philippine Long Distance Telephone Company (the "Company"), a
corporation incorporated under the laws of The Republic of the Philippines.
Capitalized terms used herein that are not herein defined shall have the
meanings assigned to them in the Amendment No. 2 to the Preferred Stock Deposit
Agreement appearing, or incorporated by reference, in Exhibit (a)(1) to the
Registration Statement.

         We are of the opinion that the GDSs covered by the Registration
Statement, when issued in accordance with the terms of the Deposit Agreement,
will, when sold, be legally issued and will entitle the holders thereof to the
rights specified in the Deposit Agreement and the GDRs.

         The foregoing opinion is limited to the Federal laws of the United
States and the laws of the State of New York, and we are expressing no opinion
as to the effect of the laws of any other jurisdiction.

         We hereby consent to the use of this opinion as Exhibit d of the
above-mentioned Registration Statement. In giving such consent, we do not admit
thereby that we are within the category of persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended.


                                           Very truly yours,

                                           /s/ Ziegler, Ziegler & Associates LLP