HSBC’s Member-Get-Member Promotion (“MGM”), Your Contacts Are Worth A Lot (referred to as “Promo”) will run from November 15, 2007 to May 31, 2008 (the “Promo Period”).

The Promo is open to all existing Primary cardholders (referred to as “Referror”), whose cards have been locally issued by HSBC and are active and in good credit standing (i.e not delinquent, suspended or cancelled) during the Promo Period.

The Promo is also open to existing HSBC, HSBC Savings Bank (Philippines) Inc, HSBC Insurance Brokers (Philippines) Inc, and HDPP Employees (referred to as “Referror”) who are primary cardholders and whose cards are active and in good standing (i.e not delinquent, suspended or cancelled) during the Promo Period.

However, the following will not be considered as their valid referrals:

a) Applications of HSBC, HSBC Savings Bank (Philippines) Inc, HSBC Insurance Brokers (Philippines) Inc, and HDPP Employees

b) Applications sourced from third party sales agents and other Sales channels.

Referrors earn 1 MGM voucher for every approved referral under the Promo. Only referrals for new and 2nd card Mabuhay Miles Visa, RED MasterCard, HSBC Classic/Gold Visa/MasterCard applications shall be counted as valid referrals under the Promo.

Cardholders are entitled to refer as many applicants as they want and enjoy free items or services for their referrals based on the following tiering:

To qualify, the Referror must indicate on the MGM Referror section of the MGM application form his/her name and credit card number and distribute these to his/her referrals (“Applicants”).

An Applicant may submit his/her completely filled-out and signed MGM application form along with any of the applicable supporting documents indicated on the form to HSBC via fax to (02) 755-5530.

For the Referror to earn MGM vouchers under the Promo, his/her referred Applicant must submit the MGM application form with attached complete requirements to HSBC within the Promo Period and the application must be approved; provided that, if the referred Applicant had likewise submitted his application through another Sales channel and obtained an HSBC credit card through that application, the Referror will not earn an MGM voucher.

HSBC’s Welcome Premium Promo Terms and Conditions will apply to referred Applicants.

The Referror may claim his/her reward anytime from November 15, 2007 to July 31, 2008 (“Redemption Period”).

Redeemed items cannot be exchanged with items of higher tier once redemption has been made regardless of submission of additional vouchers.

MGM Vouchers that have not been redeemed by July 31, 2008 will be forfeited in favor of HSBC with prior approval from DTI. HSBC Travel Vouchers that have not been redeemed by October 15, 2008 will be forfeited in favor of HSBC with prior approval from DTI.

In case a Referror is found to have made invalid transactions or multiple redemptions under fraudulent means, as determined by HSBC according to the terms set forth herein, HSBC shall have the right to charge the retail price of the item/s redeemed to the Cardholder’s HSBC credit card.

MGM Vouchers are non-refundable, non-transferable and not convertible to cash. HSBC Travel Vouchers are non-refundable and not convertible to cash. This offer cannot be used in conjunction with other ongoing HSBC and/or PAL/Automatic Centre/Newtrends International promotions unless otherwise specified.

Redemption of items is subject to the availability and the merchants’/suppliers’ restrictions. The Bank and/or its merchants/suppliers may without notice, withdraw or substitute any items with comparable retail value.

The Bank shall not be obliged to recognize or replace any item or voucher redeemed through this promo that is lost or stolen as a result of the Cardholder’s own negligence.

In the event the redeemed item is defective or damaged, Cardholder may make a claim against the supplier on the basis of the said warranty.

Unless otherwise stated, installation costs and/or eventual servicing of Items claimed through this promotion, including but not limited to electronic equipment and household appliances, shall be for the account of the Cardholder. In some cases, certain Items may be covered by a manufacturer’s warranty and Cardholders should direct their inquiries to the manufacturer if the Item is in accordance with the warranty information.

This promotion is subject to the Terms and Conditions of HSBC’s Credit Card Products.

The Referror should exchange the MGM Voucher with an HSBC Travel Voucher by:

Each HSBC Travel Voucher shall entitle the Referror to redeem a round trip domestic Fiesta Class ticket via Philippine Airlines, subject to the following conditions:

Valid for travel only between June 01, 2008 - October 15, 2008 to Philippine Airlines’ domestic destinations excluding Mindanao routes;

Applicable only on “U” booking class and on PAL flights and routes as specified on the HSBC Travel Voucher; and

Specified PAL flights for redemption include routes between Manila and Laoag, Bacolod, Cebu, Iloilo, Kalibo, Puerto Princesa, Roxas, Tacloban and Tagbilaran.

The HSBC Travel Voucher includes the fare of one(1) round trip domestic Fiesta Class ticket (inclusive of 12% VAT on the fare) to specified destinations. All other taxes, surcharges and fees that may be charged by PAL shall be shouldered by the Referror. Payment for said taxes and fees may be paid in cash or may be charged to the Referror’s HSBC credit card.

For reservations, Referrors must call PAL Reservations and then go to a PAL Ticket Office and present the following for validation:

The HSBC Travel Voucher (both duplicate and original), photocopy of front portion of HSBC credit card and photocopy of the front and back of the Referror’s ID must be surrendered in order to effect the release of the PAL ticket.

The Referror may designate an authorized representative to claim the item by presenting the above documents along with signed authorization letter.

Deadline for flight reservations under the MGM Your Contacts Are Worth A Lot Promo is October 15, 2008. All flight reservations are subject to seat availability and PAL’s promotional guidelines. The HSBC Travel Vouchers are non-refundable and non-convertible to cash. The Vouchers may be endorsed to another person. As such, the ticket may be issued in the name of a third party designated by the Referror. However, once the ticket has been issued, the name of the passenger on the ticket cannot be changed.

The Bank shall not be obliged to recognize or replace any lost or stolen Voucher or ticket redeemed under the MGM Your Contacts Are Worth A Lot Promo.

This offer cannot be availed of in conjunction with other ongoing HSBC promotions unless otherwise specified.

In case a Referror is found to have made invalid transactions or multiple redemptions under fraudulent means, as determined by HSBC according to the terms set forth herein, HSBC shall have the right to charge the value of the fare and the corresponding taxes on the fare of the invalid redemptions to the Referror’s HSBC credit card.

HSBC reserves the right to amend these terms and conditions at any time without prior notice.

All matters and disputes will be subject to the final decision of HSBC. All decisions made by HSBC pertaining to the Promo, with prior approval by DTI, will be deemed final and irrevocable.

Selling/Ticketing period: November 15, 2007 to October 15, 2008

Tickets may not be combined with any Service Class Upgrade (Service Class Upgrade Award Redemptions, involuntary upgrade to avert denied boarding situation, SAC Authority).

Fare and government tax (e-Vat) on the fare shall be shouldered by HSBC. However, taxes and surcharges and e-Vat on the taxes and surcharges shall be shouldered by the HSBC Cardholder/passenger.

All tickets are NON-TRANSFERABLE and NON-REFUNDABLE. Non-refundability rule also applies to all taxes, surcharges and e-VAT on the taxes and surcharges paid by the HSBC cardholder/passenger. Rebooking is allowed provided, travel date shall be between June 01 to October 15, 2008.