SCHEDULE 3

DEED OF ASSSIGNMENT OF SHARES

This Deed of Assignment is entered into by and between:

FINE ASSET MANAGEMENT CORPORATION (the “Seller”),

formerly Korea Development Leasing Corp., a Korean company
duly organized and existing under the laws of the Republic of
Korea, with principal office address at 35 Cheonggyecheon-ro
(Seorin-dong), Jongro-gu, Seoul, Korea, represented in this act by
Mr. Kang Jin Lee (“Seller”);

- and -

CHINA BANKING CORPORATION, a universal bank duly

organized and existing under the laws of the Republic of the
Philippines, with principal office address at 8745 China Bank
Building, Paseo de Roxas corner Villas Street, Makati City,
represented in this act by Mr. Ricardo R. Chua (“Buyer”).

RECITALS:

WHEREAS, the Seller is the absolute registered and beneficial owner of 4,468,108
share(s) with a par value per share of TEN PESOS (Php10.00) or a total par value of
FORTY-FOUR MILLION SIX HUNDRED EIGHTY-ONE THOUSAND AND EIGHTY
PESOS (Php 44,681,080.00) (“Subject Share(s)”) of Planters Development Bank (the
“Corporation”), a licensed thrift bank incorporated and domiciled in the Philippines,
registered in the name of the Seller;

WHEREAS, the Seller wishes to sell, and the Buyer wishes to purchase the Subject
Shares as well as any and all the rights and interests pertaining to the Subject Shares;

NOW, THEREFORE, in view of the foregoing premises, the Seller and the Buyer hereby
agree as follows:

1. SALE. The Seller hereby sells, transfers, conveys, and assigns in a manner
absolute and irrevocable the Subject Share(s) covered by Stock Certificate No.
00865, including all of the rights and interests therein, and the Buyer hereby
purchases and acquires from the Seller, all the rights and interests of the Seller to
the Subject Shares, free and clear from any and all claims, liens, and
encumbrances.
 The Buyer shall have full power and authority to cause the recording of the transfer
of the Subject Shares to its name and issuance of the appropriate share certificate
covering the same.

2. CONSIDERATION. The transfer value for the Subject Share(s) is Php

62,495,319.361408 payable as follows:

(a) Closing Amount of Php56,245,787.425267, upon execution of this Deed;

(b) CGT Holdback of Php6,249,531.936141, upon submission of the certified true
copy of the tax-exempt ruling.

3. TAXES. Any and all documentary stamp taxes arising out of or in

connection with the sale, transfer, and assignment of the Subject Share(s) by the
Seller to the Buyer shall be for the account of the Buyer. Any and all capital gains
taxes arising out of or in connection with the sale, transfer, and assignment of the
Subject Share(s) by the Seller to the Buyer shall be for the account of the Seller.

4. COUNTERPARTS. This Deed of Absolute Sale of Shares may be executed

in two or more counterparts, each of which when so executed and delivered shall
be considered an original, but all of which together shall constitute one and the
same instrument.

IN WITNESS WHEREOF, the Seller and the Buyer have caused the execution of this
Deed of Absolute Sale of Shares on _____________________.

FINE ASSET MANAGEMENT CORP. CHINA BANKING CORPORATION

TIN NO. 102-812-0276 TIN NO. 000-444-210
(“Seller”) (“Buyer”)

___________________________________ __________________________________
MR. KANG JIN LEE MR. RICARDO R. CHUA
SENIOR MANAGER SEVP & COO