Prudential Bank

March 8, 2000 PSE CIRCULAR FOR BROKERS NO. 593-00 SUBJECT : Prudential Bank Further to Circular for Brokers No. 2712-99 dated October 22, 1999, please be informed that Prudential Bank ("PB") advised the Exchange that on March 2, 2000, the Securities and Exchange Commission (SEC) approved the Articles of Merger of PB (surviving corporation) and Pilipinas Bank (absorbed corporation). On the same date, the SEC also approved the Amended By-Laws of PB amending certain provisions indicating: a. City of Makati as principal office, instead of Makati, Rizal; prcd b. Third Wednesday of each month as the regular meeting date of the Board of Directors; c. Director's fee of P2,000.00 for every attendance at any meeting of the Board of Directors; d. The inclusion of one or more positions of Executive Vice President, Senior Vice President, Senior Assistant Vice President and the separation of office of the Secretary from the Trust Officer; e. Portion of the profit sharing shall be for the Senior Officers without having to be members of the Management Committee. cdll As previously disclosed, the Plan of Merger states that, among others: "All shareholders of Pilipinas shall become shareholders of Prudential pursuant to a procedure in which all outstanding Pilipinas shares shall be deemed surrendered and cancelled in exchange for the shares of Prudential from its authorized and unissued common shares of stock, at the exchange ratio of one (1) common share of Prudential with a par value of P100.00 each for every two hundred twenty-eight (228) shares of Pilipinas; with a par value of P1.00 each." (Article I, Section 1.6) "Within thirty days from the issuance of the Certificate of Merger by the SEC, the Corporate Secretary of Prudential shall notify the shareholders of Pilipinas that they may claim their Prudential common shares certificates upon surrender of their Pilipinas shares certificates duly endorsed for cancellation; Provided, that documentary stamps taxes shall be for the account of Prudential." (Article 11, Section 4) Please be reminded that the Pilipinas Bank shares that are exchanged for PB shares mentioned in Article 11, Section 4 of the Articles of Merger will be traded only upon approval by the Exchange to list additional shares covering the merger between PB and Pilipinas Bank. For your information. (SGD.) MARIA ISABEL T. GARCIA OIC, Listings and Disclosure Group