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DEED OF ASSIGNMENT OF

ONE (1) SHARE OF STOCK



KNOW ALL MEN BY THESE PRESENTS:


This Deed made and executed by and between:

__________________________________________________
_______, an Electric Cooperative duly organized and existing under
Philippine laws, with office address
_______________________________________________________
hereinafter referred to as the ASSIGNOR;

- and -

_____________________________married, Filipino, of legal
age, with address at
_________________________________________________________
__________________hereinafter referred to as the ASSIGNEE;


WITNESSETH: That


WHEREAS, the ASSIGNOR is the subscriber to ___________ SHARES, with a par value of
P1,000.00 per share of the Capital Stock of Rural Electrification Financing Corporation (the Corporation), a
corporation duly organized and existing under the laws of the Republic of the Philippines with principal office
at Suite 401 OMM Citra Building, No. 39 San Miguel Avenue, Ortigas Center, Pasig City, Metro Manila,
Philippines.

WHEREAS, in order to qualify the ASSIGNEE to be elected in the Board of Directors of the
Corporation as independent director of said Corporation, the ASSIGNOR wants to assign, transfer and
convey all its rights and interest over ONE (1) subscribed but unpaid share (the ASSIGNED SHARE) to the
ASSIGNEE;

WHEREAS, the ASSIGNEE is willing to accept the offer of the ASSIGNOR;

NOW, THEREFORE, the ASSIGNOR by these presents, hereby assigns, transfers and conveys
unto the ASSIGNEE in the manner set forth above, all its rights and interest in the ASSIGNED SHARE under
the following terms and conditions:

1) The ASSIGNEE holds legal title to the ASSIGNED SHARE for and in behalf of the
ASSIGNOR who is the beneficial owner thereof, and the ASSIGNEE acknowledges the
absolute title and ownership of the ASSIGNOR over the ASSIGNED SHARE.


2) This Deed of Assignment of One (1) Share of Stock (the Deed of Assignment), is solely
for the purpose of qualifying the ASSIGNEE run as director in the Corporation Annual
Stockholders Meeting. This Deed of Assignment shall automatically terminate and the
ASSIGNED SHARE shall automatically revert and be transferred to the ASSIGNOR or its
designated party as and when the ASSIGNEE ceases to be a director in the Corporation.

3) This Deed of Assignment shall likewise automatically be terminated upon the death or
incapacity of the ASSIGNEE. Either party may also terminate the Deed of Assignment
upon prior written notice to the other. In case of the termination of the Deed of Assignment
for any cause, the legal title to the ASSIGNED SHARE shall, upon such termination and
upon written instructions of the ASSIGNOR be deemed automatically transferred to the
ASSIGNOR, without need of any further act or deed on the part of the ASSIGNEE, this
Deed of Assignment being deemed sufficient to give effect to the assignment, transfer and
conveyance of the ASSIGNED SHARE as provided herein. For this purpose, the
ASSIGNEE hereby grants the ASSIGNOR full and irrevocable power and authority to do
all acts and things necessary to register the ASSIGNED SHARE in the corporate books of
the Corporation in favor of the ASSIGNOR or the latters designated party. The Corporate
Secretary is likewise given such full power and authority to do all acts and deeds
necessary to effect such transfer of the ASSIGNED SHARE in the books of the
Corporation, without need of any further act or deed on the part of the ASSIGNOR.

4) This Deed of Assignment shall be binding upon the ASSIGNEES heirs, executors,
administrators and other successors-in-interest.


2
IN WITNESS WHEREOF, the parties hereby set their hands this 3
rd
day of
_____________________________________ at Makati City, Philippines.



ASSIGNOR ASSIGNEE

TIN:
By:

(Board President)
TIN:


Signed in the Presence of:


_______________ _______________


ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)
MAKATI CITY ) S.S.

BEFORE ME, a Notary Public for and in the above jurisdiction this ___ day of August 2011
personally appeared the following:

NAME COMM. TAX. CERT. NO. DATE/PLACE OF ISSUE


known to me and to me known to be the same persons who executed the foregoing instrument and they
acknowledged to me that the same is their free and voluntary act and deed.

This instrument refers to a Deed of Assignment of One (1) Share of Stock and consists of
two (2) pages including this page wherein the acknowledgment is written and signed by the parties and their
instrumental witnesses on each and every page thereof.

WITNESS MY HAND AND SEAL on the date and in the place first above written.


Notary Public
Until December 31, 2011


Doc. No.
Page No.
Book No.
Series of 2011.