Preferred Stock Agreement (2003)Full Document 

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                            PREFERRED STOCK AGREEMENT




                                 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

         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

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