PROVIDING FOR THE ORDERLY DISPOSITION OF CERTAIN ASSETS OF GOVERNMENT INSTITUTIONS

(b) Any vacancy in the Board of Trustees created by the death, resignation or
removal of a member from the private sector shall be filled by the appointment
by the President of the Philippines of a new member, who shall serve for the
unexpired portion of the term of the previous member.

SEC. 9. Meetings. The Board of Trustees shall meet
as frequently as is necessary to discharge its responsibilities, but shall meet
at least once every two months. The presence of three members shall constitute a
quorum, and the concurrence of three members during a meeting at which a quorum
is present shall be necessary for any decision by the Board of Trustees

SEC. 10. Per Diems. Each member of the Board of Trustees or
his alternate shall receive a per diem of one thousand pesos (P10,000.00) for
every meeting attended; provided, that each member and his alternate
shall not in the agregate receive more than five thousand pesos in any single
month; and provided, further that the President of the Philippines may
from time to time to adjust the amount 01 per diems and the maximum aggregate
amount payable to each member and his alternate as the President may in his
discretion deem appropriate.

SEC. 11. Exercise of Authority. In the exercise of
the authority granted to it under this Decree, the Board of Trustee shall:

(i) issue such internal rules and regulations as the Board of Trustee may
deem necessary or convenient for the proper discharge of its functions;

(ii) enter into management and such other contracts as may be appropriate
with the Asset Management Corporation and the other external agencies refered to
in Section 14 and 16 hereof on such terms and conditions as the Board of
Trustees may deem to be in the best interest of the National Government;

(iii) make avaibale for disbursement by the Asset Management Corporation and
such other external agencies such funds as may be mutually agreed upon as
necessary for working capital or capital expenditures for the purpose of
preserving, maintaining and putting into marketable condition the assts of the
Trust; and

(iv) appoint, remove and fix the remuneration of personnel of the Trust:
provided, that the Trust shall not hire and maintain its own personnel
except to the extent deemed by the Board of Trustees to be absolutely necessary
for the discharge of its responsibilities and only with the prior approval of
the Minister of Finance, and, as far as practicable, shall avail itself of the
services of the personnel seconded or detailed from other government
offices.

SEC. 12. Legal Counsel. The Minister of Justice
shall be the ex officio legal adviser to the Trust, provided,
that the Trust may engage the services of external legal counsel.

SEC. 13. Liability. Any member of the Board of Trustees or
employee the Trust who wilfully violates this Decree or who is guilty of gross
negligence in the performance of his duties or who shall disclose information of
a confidential nature concerning the operation of the Trust or use such
information for personal gain or to the parties, shall be held liable for any
loss or injury suffered detriment of the National Government, the Trust or third
by the National Government or the Trust as a result thereof, without prejudice
to the application of such penalties and sanctions as may be imposed under
applicable law.

ARTICLE III
The Asset Management Corporation

SEC. 14. Creation, (a) The National Government
through the National Development Company shall and is hereby authorized to
organize under the provisions of the Corporation Code an asset management
corporation (herein referred to as the Asset Management Corporation) to perform
the Junctions contemplated in this Decree, and to subscribe to and hold up to
fifty percent (50%) of the authorized capital stock of the Asset Management
Corporation.

(b) The National Government, through the Minister of Finance, shall invite
and arrange for the investment in the remaining equity of the Asset management
Corporation by an international financial institution or institutions of which
the Philippines is a member and by other appropriate investors, whether foreign
or domestic, such investments to be made on terms that shall be mutually agreed
between such institution or institutions and the National
Government.

SEC. 15. Management Contract. The Trust and the
Asset Management Corporation shall enter into a management contract providing
for (i) the management, conservation and disposition of assets transferred to
the Trust under Section 20 hereof and referred by the Trust to the Asset
Management Corporation, (ii) the development, for consideration of the Trust, of
programs for the disposition of such assets, and (iii) the negatiation of terms
and conditions of each disposition, in each case such disposition to be subject
to the prior approval of the Trust. The contract shall define the functions and
authority of the Asset Management Corporation, establish general guidelines and
policies for the management, conservation and disposition of assets of the Trust
and contain such other terms as may be necessary for the effective discharge of
the responsibilities of the Asset Management Corporation as contemplated in this
Decree. In respect of each disposition of assets of the Trust referred by the
Trust to the Asset Management Corporation, the Trustees shall approve or
disapprove the recommendations of the Asset Management Corporation. A
disposition approved by the Trustees shall be final and shall not require nor be
subject to prior approval or ratification by any other Government agency.

SEC. 16. Use of Other External Agencies. Within
thirty days or such longer period as may be agreed by the Trust from date of
receipt by the Asset Management Corporation of a copy of the instrument referred
to in Section 20 (c), executed by the President of the Philippines and
describing assets transfered to the Trust, the Asset Management Corporation
shall determine and advise the Trust which of the assets so described would more
appropriately be conserved and disposed of by entities other than the Asset
Management Corporation, and the Trust, upon receipt of such advice, shall refer
such assets to government or private institutions and oilier agencies (whether
specially formed for the purpose or otherwise and whether alone or in
conjunction with financial institutions of the kind contemplated by Section
14(b) for conservation and disposition.

SEC. 17. Payments in Foreign Currency, (a) The
investment of an international financial institution in the Asset Management
Corporation shall be registered, with the Central Bank of the Philippines and,
upon such registration, shall, together with dividends and other income that may
accrue thereon, be remittable from the Philippines in foreign currency.

(b) The Asset Management Corporation may, subject to the prior approval of
the Central Bank of the Philippines, agree to pay fees in foreign currency to
such international financial institution under any management, consultancy or
similar contract with the Asset Management Corporation, and to remiburse foregin
currency expenses of such institutions in connection with services
provided under such contracts in foreign currency.

SEC. 18. Immunities and Privileges, (a) Any
international financial institution of which the Philippines is a member
investing in and taking part in the operation of the Asset Management
Corporation contemplated in this Decree and the officers and employees of such
institution doing work in or in connection with the Asset Management Corporation
(whether as officers or such corporation or otherwise) shall not thereby be
deemed to have waived, and shall in the performance of such acts continue to
enjoy, all immunities and privileges granted to each of them by law or treaty,
including without limitation immunity from legal process and immunity from
taxation.

(b) Any international financial institution of which the Philippines is a
member, by virtue solely of its participation in the equity and activities of
the Asset Management Corporation, shall not be deemd to be transacting or doing
business in the Philippines and in any case shall be exempt from qualification,
registration or other requirements imposed by law upon foreign corporations
transacting or doing business in the Philippines.

SEC. 19. Status of Assets Management Corporation.
Provided that the shares of stock held by the National Government
in the Asset Management Corporation, whether through the National Development
Company or otherwise, do not exceed fifty percent (50%) of the outstanding
capital stock of such corporation or do not exceed fifty percent (50%) of the
outstanding voting capital stock of such corporation, the Asset Management
Corporation shall not be deemed to be a government-owned or controlled
corporation shall not be deemed to be a government-owned or controlled
corporation for any purpose.

ARTICLE IV
Operational Provisions

SEC. 20. Transfer of Assets. (a) There shall be
transferred to and vested in the Trust such assets of government institutions as
may from to time within the period of one year from the date of this Decree be
identified by the President of the Philippines, upon the recommendation of the
Minister of Finance, as appropriate for divestment in accordance with the
provisions of this Decree. Such assets shall include: (i) receivables and other
obligations due to government institutions under credit, lease, indemnity and
other agreements together with all collateral security and other rights
(including but not limited to rights in relation to shares of stock in
corporations or to exercise voting powers in relation thereto and rights to
appoint directors of corporations or otherwise engage in the management thereof)
granted to such institutions by contract or operation of law to secure or
enforce the right of payment of such obligations; (ii) real and personal
property of any kind owned or held by government institutions, including shares
of stock in corporations, obtained by such government institutions, whether
directly or indirectly, through foreclosure or other means, in settlement of
such obligations; and (iii) shares of stock and other investments held by
government institutions.

(b) The President of the Philippines, on behalf of the National Government,
may and is hereby authorized to assume the obligations of government
institutions on terms and to the extent determined by the President, on the
recommendation of the Minister of Finance, to be warranted by the transfer of
assets from such institutions pursuant to this Decree.

(c) The President of the Philippines shall identify assets to be transferred
to the Trust as aforesaid in an appropriate instrument describing such assets or
identifying the loan or other transactions giving rise to the receivables,
obligations and other property constituting assets to be transferred.

Such instrument shall upon execution by the President constitute the
operative act of transfer of the assets described therein.

(d) Nothing in this Decree shall:

(i) impair the rights of creditors of any of the government institutions
involved;

(ii) affect the rights of the National Government to pursue the enforcement
of any claim of a government institution in respect of or in relation to any
asset transferred hereunder;

(iii) in relation to any debt hereby assigned and transferred to the Trust of
which a government institution is the original creditor; give rise to any
novation or requirement to obtain the consent of the debtor; and

(iv) in relation to any share of stock or any interest therein, give rise to
any claim by any other stockholder for enforecent of rights of pre-emption or of
first refusal or other similar rights, the provision of any law to the contrary
notwithstanding.

(e) Government institutions, as referred to in this Decree, shall mean
government-owned or controlled corporations, financial or otherwise, whether
organized by special charter or under general law.

SEC. 21. Deeds of Assignment, (a) Each government
institution from which assets are to be transferred pursuant to this Decree
shall and is hereby directed to execute, promptly at the request of the Trust
(but in no event later than thirty days after the issuance by the President of
the Philippines of the relevant instrument referred to in Section 20 (c) hereof,
or such longer period as may be specified by the Trust), a deed of assignment in
favor of the Trust, which shall, in annexes thereto, describe account by
account, the nature and extent of such assets and to deliver to the Trust such
agreements, instruments, records and other papers in respect of such assets as
may be deemed by the trust reasonably necessary or appropriate. Each such deed
of assignment shall constitute the Trust the attorney-in-fact of the government
institution to enable the Trust to take such action and do such things as may be
necessary or desirable to consolidate and perfect the title of the Trust to such
assets.

(b) A copy of such deed of assignment, together with excerpts from its
annexes describing particular property to be transferred, certified to be true
by the Secretary of the Trust before a notary public or other official
authorized by law to administer oaths, shall provide sufficient basis to
registers of deeds, transfer agents of corporations and other persons authorized
to issues certificates of titles, shares of stock and other evidence of title to
issue new certificates, shares of stock or other instruments evidencing title to
the assets so described to and in the name of the Trust.

SEC. 22. Interim Responsibility for Transferred
Assets. During the period prior to receipt by a government institution of
notice from the Trust that arrangements for the management of assets transferred
from such government institution under this Decree have become effective, such
government institution shall be responsible for administering such assets for
and on behalf of the Trust.

SEC. 23. Incontestability. Any determination by the
Trust that the terms on which an asset is to be sold or otherwise disposed of
are consistent with the objectives in this Decree and in the best interest of
the National Government shall be conclusive, and such determination shall be
evidenced by the execution by the Trust of the contract of sale or other
conveyance covering the disposition for which, such determination is required.
The validity of any sale or disposition concluded by the Trust under this Decree
shall, except for fraud, breach or material misrepresentation on the part of the
purchaser, be incontestable and be binding and enforceable against the National
Government and all third parties.

SEC. 24. No Injunctions. The provisions of any law
to the contrary notwithstanding, no restraining order, temporary or permanent
injunction shall be issued by any court, agency or body for the purpose of
preventing the Trust, its agents or employees (i) from taking possession of,
consolidating title to or disposing of, assets transferred to the Trust pursuant
to this Decree or (ii) from foreclosing upon security or exercising any other
rights or remedy available to the Trust under law or contract (including without
limitation under Section 25 hereof) to enforce the payment of obligations
acquired by the Trust hereunder. No restraining order, temporary or permanent
injunction shall be1 issued by any court, agency or body to prevent any
purchaser of assets sold by the Trust pursuant to that Decree from taking
possession of, taking or consolidating title to or disposing of, such assets
except where the restraining order, temporary or permanent injunction is sought
by the Trust itself on the grounds of fraud, breach or material
misrepresentation on the part of the purchaser.

SEC. 25. Receiver ships. Without prejudice to any
other remedy or course of action avaibale to the Trust or the Asset Management
Corporation acting on behalf of the Trust, the Securities and Exchange
Commission shall, in addition to the jurisdiction and powers comerred on it by
Presidential Decree No. 902-A, upon petition filed ex-parte by the Trust or the
Asset Management Corporation on behalf of the Trust, appoint a receiver
nominated by the Trust or the Asset Management Corporation on its behalf to take
over the management and custody of the properties of a corporation in which the
Trust holds equity, or whose obligations have been acquired by the Trust under
this Decree, or which holds assets subject to lions in favor of the Trust, in
cases where such equity, obligations or liens have been referred by the Trust to
the Asset Management Corporation for conservation and disposition and there is
imminent danger of dissipation, loss, wastage or destruction of assets or other
properties or paralization of business operations of such corporation which may
be prejudicial to the interest of its stockholders, creditors, the general
public or the National Government or where appointment of a receiver has been
stipulated by the parties to a real or chattel mortgage or other agreement as an
aid to foreclosure thereof. Such receiver shall have all powers of a regular
receiver under the provisions of the Rules of Court and of a management
committee, board or body under Section 6 (d) of P.D. 902-A.

SEC. 26. Reporting Requirements. The Trust shall at
least on an annual basis submit to the President of the Philippines and to the
Batasang Pambansa a report on the status of its asset disposition program, which
report shall include a description of the individual assets disposed of, the
purchasers thereof, the consideration received therefor and the agreed terms of
payment.

ARTICLE V
Miscellaneous Provisions

SEC. 27. Separability Clause. Any portion or
provision of this Decree that may be declared unconstitutional shall not have
the effect of nullifying the other provisions thereof; provided,
however, that such remaining portions can still stand and be given effect
in their entirety to accomplish the objectives of this Decree.

SEC. 28. Repealing Clause. All laws, decrees,
including Presidential Decree No. 2012, executive orders, rules, and
regulations, or parts thereof, inconsistent with any of the provisions of this
Decree are hereby repealed or modified accordingly.

SEC. 29. Effectivity. This Decree shall take effect
immediately.

Done in the City of Manila, this 4th day of February, in the year of Our
Lord, nineteen hundrded and eighty-six.

			(Sgd.) FERDINAND E. MARCOS President of the Philippines
	By the President:
	(Sgd.) JUAN C. TUVERA
		Presidential Executive Assistant