8.5. To strictly observe and implement the provisions of this Manual, the following penalties shall be imposed, after notice and hearing, on the company's directors, officers, staff, subsidiaries and affiliates and their respective directors, officers and staff in case of violation of any of the provision of this Manual:

• In case of first violation, the subject person shall be reprimanded.
• Suspension from office shall be imposed in case of second violation.  The duration of the suspension shall depend on the gravity of the violation.
• For third violation, the maximum penalty of removal from office shall be imposed.

8.6. The commission of a third violation of this manual by any member of the board of the company or its subsidiaries and affiliates shall be a sufficient cause for removal from directorship.

8.7. The Compliance Officer shall be responsible for determining violation/s through notice and hearing and shall recommend to the Chairman of the Board the imposable penalty for such violation, for further review and approval of the Board.



Executed this __ day of _________2008 at Makati City.


      ROBERTO V. SAN JOSE                        ESTEBAN G. PENA SY
Director/Chairman of the Board                         Director

         J.MARSH THOMSON                           STEVEN G. VIRATA
              Director                                           Director

            DELFIN P. ANGCAO                   ANA MARIA A. KATIGBAK-LIM
                Director                                           Director