EXHIBIT 1(b)
 Adopted
    
    January
    
    
    10,
    
    
    
    1938Amended
    
    April
    
    
    26,
    
    
    
    1939Amended
    
    January
    
    
    5,
    
    
    
    1940Amended
    
    April
    
    
    16,
    
    
    
    1947Amended
    
    April
    
    
    15,
    
    
    
    1953Amended
    
    July
    
    
    26,
    
    
    
    1955Amended
    
    May
    
    
    8,
    
    
    
    1962Amended
    
    January
    
    
    27,
    
    
    
    1964Amended
    
    July
    
    
    25,
    
    
    
    1966Amended
    
    January
    
    
    10,
    
    
    
    1968Amended
    
    January
    
    
    30,
    
    
    
    1968Amended
    
    June
    
    
    25,
    
    
    
    1968Amended
    
    July
    
    
    11,
    
    
    
    1969Amended
    
    April
    
    
    18,
    
    
    
    1979Amended
    
    January
    
    
    25,
    
    
    
    1983Amended
    
    March
    
    
    29,
    
    
    
    1983Amended
    
    February
    
    
    24,
    
    
    
    1998Amended
    
    February
    
    
    29,
    
    
    
    2000Amended
    
    March
    
    
    29,
    
    
    
    2001Amended
    
    February
    
    
    26,
    
    
    
    2003Amended
    
    January
    
    
    25,
    
    
    
    2005Amended
    
    June
    
    
    28,
    
    
    
    2005Amended
    
    August
    
    
    3,
    
    
    
    2010
  
   
    Chairman of the Board as certified
correct by the
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secretary of the meeting and attested by the chairman of the meeting
 August 3, 2010
 Chairman of the
Board by the President or, in his absence,
 August 3, 2010
 Chairman of the
Board Chairman of the Board which become which become as certified correct by the secretary of the meeting and attested by the chairman of
the meeting
 August 3, 2010
   Board of on on
 August 3, 2010
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Chairman of the Board
 August 3, 2010
   seven (7) three (3) Validation of
proxies shall be done at least five (5) days before the day of the meeting by the Secretary or by a
special committee of inspectors composed of the Secretary, Assistant Secretary and a representative
of the transfer agent of the corporation. or the special
committee of inspectors, as the case may be,
 August 3, 2010
 and
he may vote such number of shares to be
elected s
 August 3, 2010
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BOARD OF
 or such number
of members provided in the Articles of Incorporation of the corporation, as amended from time to
time
 August 3, 2010
 * Section 2. The Board of Directors shall have such number of ing its hip but
which shall in no case be less than two (2) who:
(a) is (b) ( c) meets all the independence criteria
enumerated in the corporations Manual on Corporate Governance and such other criteria provided
under applicable laws, rules or regulations (including SRC Rule 38 as amended from time to time) or
determined by the Board of Directors or the Governance and Nomination Committee of the Board of
Directors (the Governance and Nomination Committee).
 A person nominated for election as an Independent Director must possess all of the
qualifications and have none of the disqualifications for directorship set forth in Sections 3, 4
and 5 of this Article V, and must meet all the independence criteria referred to above.
 August 3, 2010
 * Section 3. as a Director and such additional qualifications provided under any
amendments to the Corporation Code, Securities Regulation Code, the Code of Corporate Governance
issued by the Securities and Exchange Commission (the Commission) and other relevant laws, rules
and regulations in effect at the relevant time:
 (a)
    
    must own at least one share of stock of the corporation standing in his
name in the books of the corporation;(b)
    
    must have a college education or equivalent academic degree;(c)
    
    must beat least twenty-one (21) years old;(d)
    
    must possess integrity and probity;
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(e)
    
    must have a practical understanding of the business of the corporation or
previous business experience; and(f)
    
    must have attended a seminar on corporate governance conducted by a duly
recognized private or government entity or must have issued an undertaking to attend
such a seminar as soon as practicable.
 (* August 3, 2010)
 * Section 4 as
a Director
 (a)
    
    If he is an employee, officer, manager, director or controlling person,
or the owner (either of record or beneficially) of ten per cent (10%) or more of any
outstanding class of shares, of any corporation (other than one in which this
corporation owns at least thirty per cent (30%) of the capital stock) or entity engaged
in a business that the Board of Directors, by at least a majority vote, determines to
be competitive or antagonistic to that of this corporation or any of its subsidiaries;
or(b)
    
    If he is an employee, officer, manager, director or controlling person,
or the owner (either of record or beneficially) of ten per cent (10%) or more of any
outstanding class of shares, of any corporation or entity engaged in any line of
business of this corporation or any of its subsidiaries, when in the judgment of the
Board of Directors, by at least a majority vote, the laws against combinations and
restraint of trade shall be violated by such persons membership in the Board of
Directors; or(c)
    
    If the Board of Directors, in the exercise of its judgment in good faith,
determines, by at least a majority vote, that he is a nominee of any person set forth
in (a) and (b) above.
  (* August 3, 2010)
 * Section 5. as a Director :
 (a)
    
    Any person convicted or adjudged guilty of any of the offenses or crimes
specified below in a final, non-appealable judgment, decree or order issued by a
judicial or an administrative body having competent jurisdiction or the Commission:
 (i)
    
    an offense involving moral turpitude, fraud, embezzlement, theft,
estafa, counterfeiting, misappropriation, forgery, bribery, false affirmation,
perjury or other fraudulent acts;(ii)
    
    any crime that (x) involves the purchase or sale of securities, as
defined in the Securities Regulation Code; (y) arises out of the persons conduct
as an underwriter, broker, dealer, investment adviser, principal distributor,
mutual fund dealer, futures commission merchant, commodity trading advisor, or
floor broker; or (z) arises out of his fiduciary relationship with a bank,
quasi-bank, trust company, investment house or as an affiliated person of any of
them; or(iii)
    
    having willfully violated, or willfully aided, abetted, counseled,
induced or procured the violation of, any provision of the Securities Regulation
Code, the Corporation Code, or any other law administered by the Commission or the
Bangko Sentral ng Pilipinas (the BSP), or any rule, regulation or order of the
Commission or BSP;
 (b)
    
    Any person who, by reason of misconduct, after hearing, is permanently
enjoined by a final judgment or order of the Commission or any court or administrative
body of competent jurisdiction from: (i) acting as an underwriter, broker, dealer,
investment adviser, principal distributor, mutual fund dealer, futures commission
merchant, commodity trading advisor, or floor broker; or (ii) acting as director or
officer of a bank, quasi-bank, trust company, investment house, or investment company;
or (iii) engaging in or continuing any conduct or practice in any of the capacities
mentioned in sub-clauses (i) and (ii) above.The disqualification shall also apply if such person: (i) is currently the subject
of an order of the Commission or any court or administrative body denying, revoking or
suspending any registration, license or permit issued to him under the Corporation Code,
Securities Regulation Code or any other law administered by the Commission or BSP, or
under any rule or regulation
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issued by the Commission or BSP; or (ii) has otherwise been restrained to engage in
any activity involving securities and banking; or (iii) is currently the subject of an
effective order of a self-regulatory organization suspending or expelling him from
membership, participation or association with a member or participant of the said
organization;(c)
    
    Any person found guilty by final judgment or order of a foreign court or
equivalent securities or banking regulatory authority of acts, violations or misconduct
similar to any of the acts, violations or misconduct enumerated in paragraphs (a) and
(b) above;(d)
    
    Any person convicted by final judgment of an offense punishable by
imprisonment for more than six (6) years, or a violation of the Corporation Code
committed within five (5) years prior to the date of his election or appointment;
or(e)
    
    Any person judicially declared as insolvent;
 (* August 3, 2010)
 * Section 6 Sections Governance and determine /Independent
Director Sections Governance and consider and recommend to the Board of Directors s grounds for (including grounds for
temporary disqualification) /Independent Directors as /Independent Directors, taking into consideration the relevant
laws, rules and regulations in effect at the relevant time.
 With respect to the nomination and election of Independent Directors, the Governance and
Nomination Committee shall ensure that the corporation observes the procedures and requirements
contained in SRC Rule 38, as amended from time to time.
 (* August 3, 2010)
 * Section 7. foregoing s D Chairman of the Board
 All nominations for appointment of a Director by the Board of Directors to fill a vacancy
in the Board of Directors for any cause or reason whatsoever, other than removal by the
stockholders or by expiration of term of office, shall be submitted in writing to the Board of
Directors through the Chairman of the Board and the Secretary at the corporations principal place
of business at least thirty (30) working days before the meeting of the Board of Directors for the
aforestated purpose.
 August 3, 2010
 8
  * Section 9. Unless otherwise provided by law, the powers, business and property
of the corporation shall be exercised, conducted and controlled by the Board of Directors. The
Board of Directors shall exercise its powers in consonance with the corporate governance principles
instituted in the corporations Manual on Corporate Governance.
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Without prejudice to such general powers and such other powers as may be granted by law,
the Board of Directors shall have the following express powers:
 (a)
    
    From time to time, to make and change policies, rules and regulations not
inconsistent with these By-Laws for the governance of the corporation and the conduct
of its business and affairs;(b)
    
    To purchase, receive, take, or otherwise acquire in any lawful manner, for
and in the name of the corporation, any and all property, rights, interests or
privileges, including securities and bonds of other corporations, as the transaction of
the business of the corporation may reasonably or necessarily require, for such
consideration and upon such terms and conditions as the Board of Directors may deem
proper and convenient;(c)
    
    To invest the funds of the corporation in another corporation or business
or for any other purposes other than those for which the corporation was organized,
whenever in the judgment of the Board of Directors, the interests of the corporation
would thereby be promoted, subject to such stockholders approval as may be required by
law;(d)
    
    To incur such indebtedness as the Board of Directors may deem necessary
and, for such purpose, to make and issue evidence of such indebtedness including,
without limitation, notes, deeds of trust, instruments, bonds, debentures or
securities, and/or pledge, mortgage, or otherwise encumber all or part of the property
and rights of the corporation, subject to such stockholders approval as may be
required by law;(e)
    
    To guarantee, for and in behalf of the corporation, obligations of other
corporations or entities in which it has lawful interest;(f)
    
    To make provision for the discharge of the obligations of the corporation
as they mature, including payment for any property or rights acquired by the
corporation, either wholly or partly in money, property, or in stocks, bonds,
debentures, or other securities of the corporation lawfully issued for the purpose;(g)
    
    To impose conditions as the Board of Directors may deem convenient, subject
to the limitations prescribed by law, regarding the transfer of shares issued in total
or partial payment of debts contracted or property acquired by, or services rendered in
behalf of the corporation;(h)
    
    To sell, lease, exchange, assign, transfer or otherwise dispose of any
property, real or personal, belonging to the corporation whenever in the judgment of
the Board of Directors, the corporations interest would thereby be promoted;(i)
    
    Subject to such stockholders approval as may be required by law, to
establish pension, retirement, bonus, profit sharing plans, employees share purchase
and stock option plans, or other types of incentives or compensation plans for the
employees, including officers and directors of the corporation and to determine the
persons to participate in any such plans and the amount of their respective
participations;(j)
    
    To prosecute, maintain, defend, compromise or abandon any lawsuit in which
the corporation or its officers are either plaintiffs or defendants in connection with
the business of the corporation, and likewise, to approve the payment or settlement of
whatsoever debts are payable to the corporation upon such terms as the Board of
Directors may deem proper and convenient;(k)
    
    To delegate, from time to time, any of the powers of the Board of Directors
which can be lawfully delegated in the course of the current business or businesses of
the corporation to any standing or special committee or to any person who shall act as
agents of the corporation with such powers (including the power to sub-delegate), and
upon such terms, as the Board of Directors may deem appropriate;(l)
    
    To resolve doubts as to the meaning, interpretation and/or application of
these By-Laws and supply the omissions thereof;(m)
    
    To authorize the issuance of shares out of the authorized but unissued
capital stock of the corporation or the buyback or repurchase of the corporations
shares, upon such terms and conditions as the Board of Directors may deem proper and in
the best interest of the corporation, subject to the requirements prescribed by
law;
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(n)
    
    To determine whether any part of the unrestricted retained earnings of the
corporation available for declaration as dividends shall be declared as dividends,
subject to the provisions of law; and to provide that the dividends thus declared shall
be applied in payment of new shares to be issued to the stockholders entitled to said
dividends, which new shares shall be taken out of the authorized and unissued capital
stock of the corporation;(o)
    
    To determine and prescribe the qualifications, duties, term of office,
compensation, remuneration, incentives and other benefits of officers. Pursuant
thereto, to appoint or elect or enter into contract with such officers, under such
terms and conditions as the Board of Directors may determine to be in the best interest
of the corporation; and(p)
    
    To enter into any transaction, obligation or contract and perform such acts
and execute such deeds as it may deem essential for the proper administration of the
corporations property, business and affairs or the accomplishment of any of the
purposes for which the corporation was organized.
 (* August 3, 2010)
 10
  11
  12
 ARTICLE VI
 or appointed
 of
stockholders or appoint
 August 3, 2010
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Chairman of the Board. stockholders and
 August 3, 2010
 President. In the absence of the Chairman the Board
 August 3, 2010
 The Senior Executive Vice President, Executive Vice Presidents, Senior Vice
Presidents, First Vice Presidents, and Vice Presidents
 
 
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The Treasurer shall have chief custody of the corporations funds. He shall
be responsible for the placements of the corporations funds, debt portfolio administration and
management, planning and controlling the corporations cash position, reviewing the corporations
capital structure and maintaining the corporations relations with financial institutions and
creditors. also perform other
 August 3, 2010
   * ARTICLE X  CONTROLLER AND ASSISTANT CONTROLLERS
 * Section 1. The Controller shall serve as the chief financial reporting and
accounting officer of the corporation who shall be responsible for the preparation and maintenance
of the corporations financial/accounting books and records, financial planning, revenue management
and cash assurance, and management and control of disbursements. He shall also be responsible for
the preparation and reporting of the corporations financial statements on a stand-alone basis
and/or in combination with consolidated subsidiaries, and for the corporations financial
regulatory compliance.
 * Section 2. In the absence or disability of the Controller, the Assistant
Controller shall act in his place and perform his duties. The Assistant Controller shall also
perform such other duties as may, from time to time, be delegated to him by the Controller and as
the Board of Directors or the President may prescribe or assign to him.
 August 3, 2010
 
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
  
     FOR GUIDANCE ONLY
 delegated to the Board
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