09:07     FIRST PACIFIC<00142> - Announcement & Resumption (4)                

    or in relation to termination of the Subscription                         
    Agreement and the representations of the Issuer and                       
    Guarantor shall survive the termination of the                            
    Subscription Agreement.                                                   
                                                                              
    PRINCIPAL TERMS OF THE NOTES                                              
    The principal terms of the Notes, which will be                           
    constituted by a trust deed to be entered into between                    
    the Issuer, the Guarantor and the Trustee are                             
    summarised as follows:                                                    
                                                                              
    Issuer                                                                    
    First Pacific Finance Limited, a company incorporated                     
    with limited liability in the Cayman Islands and a                        
    wholly-owned subsidiary of the Guarantor.                                 
                                                                              
    Guarantor                                                                 
    First Pacific Company Limited, a company incorporated                     
    in Bermuda with limited liability, the shares of which                    
    are listed on the Stock Exchange.                                         
                                                                              
    Trustee                                                                   
    The Hongkong and Shanghai Banking Corporation                             
    Limited.                                                                  
                                                                              
    Principal Amount                                                          
    The aggregate principal amount of the Notes will be                       
    US$199,000,000.                                                           
                                                                              
    Guarantee                                                                 
    The Guarantor will unconditionally and irrevocably                        
    guarantee the payment of all sums from time to time                       
    payable by the Issuer in respect of the Notes and the                     
    due and punctual performance by the Issuer of all of                      
    the Issuer's obligations under the Notes.                                 
                                                                              
    Issue Price                                                               
    100 per cent. of the principal amount of the Notes.                       
                                                                              
    Interest                                                                  
    The Notes bear zero interest.                                             
                                                                              
    Exchange Right                                                            
    The holder of each Note will have the right to exchange                   
    such Note at any time during the Exchange Period for                      
    a pro rata share of the Exchange Property (subject                        
    as described below under "Cash Settlement Option").                       
                                                                              
    Exchange Period                                                           
    The period beginning on and after 17 February 2005,                       
    and ending at the close of business on the date which                     
    falls 10 days prior to the Maturity Date, or if the                       
    Notes shall have been called for redemption prior to                      
    the Maturity Date, on the date which falls 10 days                        
    prior to the date fixed for redemption.                                   
                                                                              
    Exchange Property                                                         
    The Exchange Property shall initially comprise                            
    6,784,091 PLDT Shares and shall include all                               
    securities and other property arising out of or                           
    derived or resulting therefrom and such other                             
    property, in each case as may be deemed or required                       
    to comprise all or part of the Exchange Property                          
    pursuant to the Conditions, but excluding any such                        
    property as may or may be deemed to have ceased to                        
    form part of the Exchange Property.                                       
                                                                              
    Initial Exchange Ratio                                                    
    On the exercise of Exchange Rights, a holder of Notes                     
    will initially be entitled to receive 340.9091 PLDT                       
    Shares for each US$10,000 principal amount of Notes,                      
    subject to adjustment in accordance with the                              
    Conditions. No additional consideration is payable