Ms. Ma. Lydia S. Mañalac

February 12, 1980 Ms. Ma. Lydia S. Maalac Acting Director Dept. of Commercial and Savings Bank Central Bank of the Philippines Manila Dear Ms. Maalac: This is with reference to your letter dated July 26, 1979 relative to the reduction in the par value of the authorized capital stock of the Republic Planters Bank effected on June 30, 1978 and to certain issues relative to said reduction. In connection therewith, please be informed that we are hereby confirming the opinion of your Deputy Governor and General Counsel, Atty. Gabriel C. Singson on his resolution of the three (3) issues involved, especially considering that his opinion is in accordance with sound business and corporate practice duly supported by the treatises of Messrs. Fletcher and Thompson who are both acknowledged authorities in Corporation Law. Please be advised accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Director Corporate and Legal Department