Resolution

November 4, 1998 PSE CIRCULAR FOR BROKERS NO. 2521-98 October 7, 1998 RESOLUTION Upon consideration of the Petition and other papers attached thereto filled for and in behalf of MUSIC CORPORATION, the Commission hereby approves the proposed amendment of its Employees' Stock Option Plan, to wit: Employees Stock Option Plan Employees Stock option Plan Proposed Original Provisions Amendments V. TERMS AND CONDITIONS V. TERMS AND CONDITIONS OF OPTIONS OF OPTIONS 1. Option Price 1. Option Price . . . . . . 2. Vesting of Options 2. Vesting of Options a. . . . a. . . . b. However, Section V.2.a. of the Plan notwithstanding the Plan Administrator may allow a participant to exercise all the options granted to him/her even before these options vest: Provided That the participant agrees that he/she may only sell or dispose of shares purchased pursuant to this subparagraph only in proportions corresponding to the options which have vested in his/her favor in accordance with Section V.2.a of this Plan; Provided Further, That the participant shall execute a Voting Trust Agreement over the shares purchased pursuant to an exercise of options under this sub- paragraph in favor of the Chief Executive Officer of the Corporation, which shall be effective until released in proportions corresponding to the options which have vested in accordance with Section V.2.a of this Plan Provided Finally, That any purchase of shares by the participant pursuant to an exercise of the options granted to him/her under this subparagraph shall be subject to the resolutory condition that he/she remains an-employee of the Company until the end of the vesting period described in Section V.2.a of the Plan. Otherwise, the Company or its designee, who should also be an eligible participant under the Plan, shall have the right to buy back, at the participant's acquisition cost, the shares corresponding to the options which have not vested as of the date of the participant's resignation/dismissal from the Company. 3. Terms and Exercise of Options 3. Terms and Exercise of options Each Option granted under the Each Option granted under the Plan Plan shall be exercisable at such shall be exercisable at such times, time or times during such period, during such period, and for such and for such number of shares as number of shares as shall be shall be determined by the Plan determined by the Plan Administrator Administrator and set forth in the and set forth in the instrument instrument evidencing such evidencing such option. The period option. The period determined by determined by the Plan Administrator the Plan Administrator shall not shall not exceed four (4) years from exceed three (3) years from approval approval of the respective Option of this Plan by the Securities and issuances by the Securities and Exchange Commission or the Exchange Commission or the Philippine Stock Exchange, whichever Philippine Stock Exchange, whichever is latest. During the lifetime of the is largest. During the lifetime of the Optionee, the option shall Optionee, the option shall exercisable exercisable only by the Optionee only by the Optionee and shall not be and shall not be assignable or assignable or transferable by the transferable by the Optionee Optionee than by will or by the laws of than by will or by the laws of descent descent and distribution. and distribution. Let this RESOLUTION be published at the expense of the corporation once in a newspaper of general circulation in the Philippines within (10) days from date hereof and furnish the Commission of the affidavit of publication. IT IS SO RESOLVED. (SGD.) LINDA A. DAOANG Director