<PAGE>
                                                                     EXHIBIT 4.1

                              DEED NUMBER TWO (2)

                                 DEED OF TRUST

         In the City of San Juan, Commonwealth of Puerto Rico, on this
twenty-first (21st) day of May, nineteen hundred ninety-three (1993).


                                   BEFORE ME

                            CARLOS RODRIGUEZ CINTRON

         Attorney-At-Law and Notary Public in and for the Commonwealth of Puerto
Rico, with residence and domicile in the city of Rio Piedras, Puerto Rico, and
offices in the American International Plaza Building, Fifteenth (15th) Floor,
two hundred fifty (250) Munoz Rivera Avenue, Hato Rey, Puerto Rico.

                                     APPEAR

         AS PARTY OF THE FIRST PART: ORIENTAL FEDERAL SAVINGS BANK, a federally
chartered savings bank doing business in Puerto Rico, with principal offices at
Humacao, Puerto Rico, Employer Identification Number 66-0259436 (hereinafter
referred to as the "Oriental" or "Settlor" or "Trustee"), herein represented its
Vice President, Andres Antonio Morgado Nacer, also known as Andres Morgado,
social security number ###-##-####, of legal age, banker, married to Mayra Rita
Laureano Rios, and resident of San Juan, Puerto Rico, who assures me he is
authorized to appear in this deed on behalf of Oriental, and who agrees to
produce evidence of such authority whenever and wherever necessary.

         I, the Notary, hereby certify and give faith that I am acquainted with
the representative of the appearing party and I also attest as to his personal
circumstances and residence in accordance


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with his statements. He appears to have and in my judgment he has the necessary
legal capacity to execute this deed and therefore voluntarily


                                   SET FORTH

                              GENERAL DECLARATION

         WHEREAS, Oriental wants to establish a Master Trust Fund as part of the
oriental Federal Savings Bank Master Prototype Defined Contribution Profit
Sharing Plan, the Oriental Federal Savings Bank Master Prototype Defined
Contribution Money Purchase Pension Plan, the Oriental Federal Savings Bank
Master Prototype Defined Contribution Cash or Deferred Arrangement
Profit-Sharing Plan (hereinafter referred to as the "Plan" or "Plan(s)"),
structured pursuant to Section one hundred sixty-five (165) and any other
applicable Section or Subsection of the Puerto Rico Income Tax Act of nineteen
hundred fifty-four (1954), as amended (hereinafter the "PRITA");

         WHEREAS, effective thirty (30) days from the date of this trust
instrument, the Plan(s) might be adopted by Employer(s) who fulfill Adoption
Agreement(s) with Oriental (hereinafter referred to as the "Employer" or the
"Employer(s)") in order to establish a qualified retirement plan for the
exclusive benefit of its employees and beneficiaries;

                                    ARTICLE I

                       ESTABLISHMENT OF THE MASTER TRUST

         THEREFORE, a Master Trust Fund is created pursuant to Section one
hundred sixty-five (165) of the PRITA, as part of the Plan(s), for the exclusive
purposes of providing benefits to



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employees of the Employer(s) participating in the Plan(s) and their
beneficiaries and for it to accept eligible contributions made as part of the
Plan(s) and also to accept a transfer of eligible funds from other qualified
retirement plans meeting the requirements of PRITA Section one hundred
sixty-five (165), subject to the terms and conditions set forth herein. Trustee
will hold, manage and administer all money and other property delivered to the
trust, together with the income, proceeds, and other increment of such money and
property, as set forth herein.

                                   ARTICLE II
                               MASTER TRUST TITLE

The Master Trust established herein will be known as the Oriental Federal
Savings Bank Master Prototype Defined Contribution Plan Master Trust
(hereinafter referred to as the "Trust").  The Plan(s) and the Trust shall
be deemed to be and shall be construed as a single document.

                                  ARTICLE III
                                  DEFINITIONS

         The words and phrases used herein in this instrument, will have the
same meaning and shall be construed in a manner similar to or as the ones used
in the Plan(s), unless clearly indicated to the contrary:

         References to the term "Employer" or "Employer(s)" might be construed
as including the Plan Administrator(s), or a Committee to the extent applicable
under the terms of the Plan(s).

                                   ARTICLE IV
                        REGULATION OF THE TRUST AFFAIRS


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         Section 1 - Appointment of Trustee. Except as otherwise provided in
this Deed, there shall be one Trustee hereunder. Trustee may designate
individual trust officers to carry out specified fiduciary responsibilities
under the Plan(s). The Employer(s) shall have the authority to remove the
Trustee and appoint a replacement Trustee or Trustees of its choosing whenever,
in its discretion, it determines that this would be in the best interests of
Participants and Beneficiaries in the aggregate. However, in doing so, the
Employer(s) will be responsible for any tax consequences arising from that
determination.

         Section 2 - Contributions to the Trust.


                  (a) Contributions to the Trust for a Participant's benefit
shall be held by Trustee in the Trust Fund and invested by Trustee as directed
by the Employer(s) for the benefit of Participants and their Beneficiaries and
in accordance with the provisions of the Trust document and in compliance with
ERISA.

         Section 3 - Purpose. This Trust is established solely for the purposes
of:

                  (a) the receipt and investment of Contributions made by
Employer(s) under the terms of the Plan(s) and any income thereon;

                  (b) the receipt and investment of eligible funds transferred
from other qualified retirement plans meeting the requirements of PRITA Section
one hundred sixty-five (165); and

                  (c) the holding of investments, as provided in Section Seven
(7) herewith, dividends, or distributions thereon, life insurance policies and



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annuity contracts in the Trust until distributed in accordance with the
provisions of the Plan(s) upon written instructions delivered to the Trust by
the Employer(s).

         Section 4 - Plan Assets. Unless otherwise provided for in the Plan
document, the Plan assets shall be held by Trustee solely in the interest of,
and for the exclusive purpose of, providing benefits to Participants and their
Beneficiaries and defraying expenses of administering the Plan(s), subject,
however, to the following:

                           (i) return of mistake of fact Contributions which its
deduction is disallowed,

                           (ii) return of Contributions predicated on the
Plan(s)' initial or subsequent non-qualification,

                           (iii) return of Contributions that were conditioned
on their deductibility under PRITA section Twenty-Three (p)(1)(C)
(23(p)(1)(C)), and

                  (c) return of excess Plan(s)' assets upon Plan(s)' termination
to the extent permitted by ERISA.

         All Contributions made to the Trust shall be made in accordance with
the provisions of the Plan(s). Trustee shall be accountable for all
Contributions received and for the eligible funds transferred from other
qualified retirement plans meeting the requirements of PRITA Section one hundred
sixty-five (165), but it will have no obligation to verify the propriety of
such Contributions under the Plan(s) or of such funds transferred from other
qualified retirement plans meeting the requirements of PRITA Section one



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hundred sixty-five (165) and may rely solely on Employer(s)' representation with
respect thereto. Contributions under the Plan(s) will be accepted by the Trustee
only when made through Employer(s).

         Section 5 - Accounts. The Trust shall maintain the Accounts called for
under the Plan(s). The Employer(s) shall verify from time-to-time to the Trustee
the names of Participants and such other information as Trustee may request. All
investments, annuity contracts, and life insurance policies purchased or
acquired under the Plan(s) with Contributions made by or on behalf of a
Participant or with income thereon or proceeds thereof shall be held in the name
of Trustee for the benefit of the Participant and his or her Beneficiaries.

         Section 6 - Prohibited Diversion. No distributions from the Trust shall
be made which are prohibited by the provisions of the Plan(s). Except as
otherwise provided in the Plan(s), at no time will it be possible for any part
of the Trust's assets to be used for, or to be diverted to purposes other than
the exclusive benefit of Participants and their Beneficiaries. Payment of the
administrative expenses of the Trust, including Trustee fees, third party
investment advisory and investment management fees from Trust corpus is
permitted.

         Section 7 - Investment of Trust Fund.

                  (a) Under the direction of the Employer(s), Trustee shall
invest the amount of each Contribution made under the Plan(s), the eligible
funds transferred from other qualified retirement plans


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meeting the requirements of PRITA Section one hundred sixty-five (165) and
earnings thereon, in any type of asset they see fit so long as the investment
does not violate ERISA and is consistent with Trustee's fiduciary duties under
ERISA. As directed by the Employer(s), Trustee is authorized to invest the Trust
Fund in such bonds, notes, debentures, mortgages, equipment, trust certificates,
investment trust certificates, mutual funds, preferred or common stocks to the
extent permitted by the Plan(s) and by ERISA, any common, collective or
commingled employee benefit trust fund maintained by the Trustee, any common,
collective or commingled employee benefit trust maintained by investment
managers, insurance contracts, such as individual or group annuity contracts, or
in such other property, real or personal, subject to the jurisdiction of the
United States District Courts or the Courts of the Commonwealth of Puerto Rico
as the Trustee may deem advisable, subject to the requirements of ERISA.
Trustee, in its discretion, may hold in cash such portion of the Trust Fund as
shall be reasonable under the circumstances, pending investment or
payment of expenses or distribution of benefits.

         In the absence of direction from the Employer(s), the Trustee is
authorized to invest the Trust Fund as provided above and pursuant to the
requirements of ERISA.

                  (b) Employee Directed Investments. At the Employer(s)'
discretion and if applicable under the Plan(s)' terms, the Plan(s) may provide
for the Participants or Beneficiaries exercise of control,



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pursuant to ERISA Section four hundred four (c) (404(c)), over the assets in
their accounts by choosing the manner in which some or all of the assets in
their accounts are invested from a range of investment options designated by
Trustee. The investment options designated by Trustee may include any common,
collective or commingled employee benefit trust fund maintained by the Trustee,
and said trust may further invest in any common, collective or commingled
employee benefit trust maintained by investment managers designated by Trustee.
The Participants or Beneficiaries shall be able to direct the Plan(s)' Fiduciary
to acquire and hold Qualified Employer Securities. The term Qualified Employer
Securities refers to Employer(s)' securities that are stocks or marketable
obligations.

         The Participants or Beneficiaries will exercise control if they have
reasonable opportunity to given written investment instructions (or oral
instructions followed by a written confirmation of such instructions returned to
the Participant) to an identified Plan(s)' Fiduciary who is obligated to comply
with such instructions.

         The Plan(s) will not fail to provide an opportunity for a Participant
or Beneficiary to exercise control over his individual Account, merely because
it:

         One: Imposes charges for reasonable expenses.

         Two: Permits a Fiduciary to decline to implement certain instructions.

         The following are some of the instructions that a Fiduciary may decline
to implement:



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                  (a) Any instruction which would not be in accordance with the
documents and instruments governing the Plan(s).

                  (b) Any instruction which would cause a Fiduciary to maintain
the indicia of ownership of any assets of the Plan(s) outside the jurisdiction
of the U.S. district courts.

                  (c) Any instruction which would jeopardize the Plan(s)' tax
qualified status.

                  (d) Any instruction which would result in a prohibited
transaction (as defined in Section Twenty (20)).

                  (e) Any instruction which could result in a loss in excess of
the Participant's account balance.

         Three: Imposes reasonable restrictions on the frequency of investment
instructions.

         A restriction will be regarded as reasonable if it is applied on a
uniform and consistent basis to all Participants and Beneficiaries of the
Plan(s) and, with respect to each investment alternative provided by the
Plan(s), it permits the Participant or Beneficiary to give investment
instructions with a frequency which is appropriate in light of the market
volatility to which the investment may reasonably be expected to be subject.

         With respect to the investment alternatives made available pursuant to
the terms of the Plan(s):

                  (a) At least three of such investment alternatives permit the
Participant or Beneficiary to give investment instructions no less frequently


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than once within any three month period, and

         (b) The least volatile investment alternative permits the Participant
or Beneficiary to give investment instructions no less frequently than he is
permitted to give such instructions with respect a to the most volatile
investment alternative made available by the Plan(s).

         The Plan(s) offer a broad range of investment alternatives only if the
available investment alternatives are sufficient to provide the Participant or
Beneficiary with a reasonable opportunity to:

                  (a) Materially affect the potential return on amounts in his
individual Account.

                  (b) Choose from at least three diversified categories of
investments.

                  (c) Diversify the investment of that portion of his individual
Account with respect to which he is permitted to exercise control so as to
minimize the risk of large losses, taking into account the nature of the Plan(s)
and the size of Participants' Accounts.

                  Whether a Participant or Beneficiary has in fact exercised
independent control with respect to a transaction depends on the facts and
circumstances of each case.

                  The Fiduciary has no obligation to provide advice with respect
to employee directed investments. In addition, he is not liable to the
Participant or Beneficiary of the Plan(s) for any loss that is the direct result
of that Participant's or Beneficiary's exercise of control.

         Section 8 - Distribution of the Trust. In con-


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nection with the making of any distribution from the Trust, Trustee may rely
solely on the accuracy of all facts supplied at any time by the Employer(s). On
receipt of a written request from the Employer(s) certifying that a
Participant's benefit is payable pursuant to the Plan(s), Trustee shall
distribute or apply the assets credited to such Participant's Accounts at the
time or times, in the manner, and to the Participant or designated Beneficiary,
specified by Employer(s).

         Upon termination of the Plan or Plan(s), the Trustee shall have no
obligation to make any distribution from the Trust Fund until it shall have
received the approval for doing so from the applicable government
instrumentalities, or the Puerto Rico Treasury Department or a counsel opinion
to the effect that the above mentioned approval is not required.

         Section 9 - Compensation of Trustee. Trustee will be entitled to
compensation for its services, in an amount to be agreed in writing from time to
time between the Trustee and the Employer(s). Such compensation shall be
chargeable to the Trust unless the Employer(s) elect to pay it, as provided
under the terms of the Plan(s) or in any other form.

         Section 10 - Expenses of the Trust. All charges attributable to the
acquisition of assets and any income taxes or other taxes of any kind whatsoever
that may be levied or assessed upon, or in respect of, the Trust, may be paid
from the assets of the Trust. Any transfer taxes incurred in connection with the
investment and reinvestment


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of the assets of the Trust, all other administrative expenses incurred by
Trustee in the performance of its duties, including fees for legal services
rendered to Trustee in respect of the Trust created hereunder, may be chargeable
to the Trust unless the Employer(s) elect to pay them.

         Section 11 - Removal of Trustee. The Employer(s) shall, at any time,
have the right to remove Trustee by delivering to Trustee a notice in writing to
that effect, at least sixty (60) days prior to the effective date of such
removal. The necessity for such sixty (60) days' notice may be waived by mutual
agreement. The Employer(s) shall appoint a new Trustee after such removal has
occurred. Upon removal of the Trustee, the Employer(s) shall undertake
appropriate measures to avoid the disqualification of the Plan(s) under the
PRITA.

         If the Trustee is removed, it shall forthwith transfer and pay over to
its successor Trustee the assets of the Trust and all records pertaining
thereto. Trustee may, however, reserve such assets as may be required for the
payment of all its fees, compensation, costs, and expenses, and for the payment
of all liabilities of or against the assets of the Trust or Trustee and, where
necessary, may liquidate such reserved assets. Any balance of such reserve
remaining after the payment of all such items shall be paid over to the
successor Trustee.

         The removed Trustee must prepare a final report accounting for all the
activities performed with respect to the assets in the Trust Fund during the


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last calendar quarter of its tenure as Trustee;

         Section 12 - Resignation of a Trustee. A Trustee shall, at any time,
have the right to resign as Trustee by giving written notice to the Employer(s)
at least ninety (90) days prior to the effective date of such resignation. The
necessity for such ninety (90) days' notice may be waived by mutual agreement.
Upon receiving such notice, the Employer(s) shall forthwith appoint a successor
Trustee and, upon receipt of such an appointment, the successor Trustee is
authorized to act in full capacity. The Employer(s) shall appoint a successor
Trustee within ninety (90) days of receiving the Trustee's resignation.

         The retiring Trustee shall deliver to the successor Trustee all money
and property held by the Trustee hereunder and the books and records held by the
retiring Trustee necessary to the proper administration of the Plan(s).

         Section 13 - Records, Information.

                  (a) The Trustee shall keep accurate and detailed Accounts of
all contributions, receipts, investments, distributions, disbursements, and all
other transactions. All accounts, books and records relating thereto shall be
open to inspection and audit by any person(s) designated by the Employer(s).

                  (b) Employer(s) agree to file in a timely manner for each
taxable year any required forms and reports and, upon request, to supply a copy
of such reports to Trustee.

                  (c) Unless otherwise agreed with the Employer(s), the Trustee
would not be responsible


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for the preparation of any tax return or any other report or form required to be
filed with any government agency by the Trust or the Plan(s). The Trustee upon
request shall furnish to the Employer(s) such additional information under its
control as the Employer(s) may reasonably request for preparing such reports,
tax returns and forms to be filed with government agencies or delivered
to Participants and their Beneficiaries.

                  (d) At the request of the Employer(s), the Trustee shall
prepare and furnish to the Employer(s) a quarterly report of all the investment
activity performed with respect to the assets in the Trust Fund, setting forth
all receipts, investments, disbursements and other transactions effected by it
during such period. This report is to be delivered to the Employer(s) within
ninety (90) days after the end of the corresponding period.

                  (e) Each receipt, statement, and report furnished by Trustee
to Employer(s), as applicable, shall be open to inspection by any Participant
named therein for a period of sixty (60) days immediately following the date on
which it is filed with Employer(s), unless otherwise provided for in the Plan(s)
or in rules and regulations prescribed
by the Employer(s).

         Section 14 - Responsibility for Certain Acts.

                  (a) Trustee will not be responsible in any way for the
collection of Contributions provided for under the Plan(s), the purpose or
propriety of any distribution made pursuant to the terms hereof, or any other
action taken at Employer(s)' request.


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<PAGE>

                  (b) Trustee will be responsible for the administration of the
Plan(s)' funds but not for the Employer Plan(s)' validity or effect, or the
qualification of the Employer(s)' Plan(s) under the PRITA.

                  (c) The Trustee will not be responsible for any loss to the
Trust, any liability arising from distributions made, and actions taken, and
from any other liability which may arise in connection with this agreement,
except for any liability arising out of its negligence, bad faith, willful
misconduct or gross negligence.

                  (d) The Trustee will be under no duty to take any action other
than as herein specified with respect to the Trust unless it is required to do
so pursuant to ERISA or the Employer(s) furnish the Trustee with instructions in
proper form and the Trustee specifically agrees to such instructions in writing.

         Section 15 - Amendment. This Trust as part of the Plan(s), may be
amended in accordance with the provisions in the Plan(s)' document for amending
the Plan(s).

         Section 16 - Termination of Trust. This Trust shall continue for such
time as may be necessary to accomplish the purpose for which it was created; but
may be terminated and discontinued for reasons beyond the control of the Trustee
or of the Employer(s). In case of termination of an Employer's Plan, notice of
such termination shall be given to the Trustee by an instrument in writing
executed by the Employer, declaring that the Trust Agreement with respect to the
Employer's Plan



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<PAGE>


hereby established is terminated, together with a certified copy of the
resolutions properly adopted to that effect. A termination of the Trust
Agreement with respect to the Employer's Plan hereby established pursuant to
action of the Employer shall take effect as of the date of the delivery of such
notice to the Trustee. If and when the Trust Agreement with respect to the
Employer's Plan is terminated as aforesaid, the Trustee shall upon the direction
of the Employer liquidate the portion of the Trust funds allocable to such
Employer's Plan as promptly as possible and shall distribute said portion of the
Trust funds as directed by the Employer. The Trustee shall be protected in
following directions of the Employer and upon making payments pursuant to its
directions shall be relieved from any and all further liability with respect to
all amounts so paid. Upon termination of the Trust Agreement with respect to the
Employer's Plan, the Trustee shall continue to have and exercise all of the
powers and duties in this instrument set forth until liquidation and
distribution of the portion of the Trust funds allocable to such Employer's Plan
have been completed.

         Section 17 - Designation of Agent. The Trustee may designate an
investment advisor and/or invest ment manager, as its agent, to invest pursuant
to the provisions stated herein in Section Seven (7) the Contributions made
under the Plan(s) and any earnings thereon in accordance with the Employer(s)'
instructions or directions. The agent should abide, when applicable, by the
provisions in


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this Trust document or in the Plan(s).

         Section 18 - Powers of Trustee. In addition to, and not in modification
or limitation of, its civil law and statutory authority, the Trustee shall have
the following powers and authority in the administration of the Trust Fund, all
of which may be exercised without the order of any court:

                           (i) to receive and take title to any and all assets
and property of the Trust by instrument executed in the name of Trustee or in
the name of its nominee with or without any fiduciary relationship, provided
that the books of the Trust reflect factual ownership and the Trust shall be
liable for the acts of their nominee;

                           (ii) to sell any Trust property, real or personal,
for cash or credit, at public or private sale; to exchange any Trust property
for other property; to grant options to purchase or acquire any Trust property
for other property; to grant options to purchase or acquire any Trust property;
and to determine the prices and terms of any such sales, exchanges, and options;

                           (iii) to execute leases and subleases for any length
of time, even though the terms of such leases or subleases may extend beyond the
termination of the Trust; to subdivide or improve real estate and tear down or
alter improvements; to grant easements, give consents, and make contracts
relating to real estate or its use; and to release or dedicate any interest in
real estate;

                           (iv) to take any action with respect to conserving or
realizing upon the value of any Trust property and with respect to foreclosures,
reorga-




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nizations, or other changes affecting Trust property; to collect, pay, contest,
compromise, or abandon demands of, or against, the Trust property wherever
situated, and to execute contracts, notes, conveyances, and other instruments,
including instruments containing covenants and warranties binding upon and
creating a charge against the Trust Fund, and containing provisions excluding
personal liability;

                           (v) to exercise any conversion privilege or
subscription right available in connection with any securities or other property
at any time held by the Trustee; and to vote, personally or by proxy, any shares
of stock which may be held by the Trustee at any time;

                           (vi) to borrow money from any person (other than a
"party in interest," as defined in Section three (fourteen) (3(14)) of ERISA),
firm, or corporation, including Trustee, binding the Trust for the payment
thereof, and to secure any money so borrowed by a pledge, an assignment, a
mortgage, or a conveyance covering any real or personal property, with such
provisions protecting the lender as Trustee may agree upon;

                           (vii) to hold part or all of the Trust Fund in cash;

                           (viii) to employ agents, attorneys, auditors;
depositories, and proxies, with or without discretionary powers;

                           (ix) to adopt an accrual method of accounting and of
determining net profits or losses; to amortize any part or all of any premium
or discount; to treat any dividend or other distribution on any


                                       18


<PAGE>


investment as income or principal; to charge any expense against income or
principal or apportion it between income and principal; to apportion the sales
price of any asset between income and principal; and to provide, or fail to
provide, a reasonable reserve against depreciation or obsolescence, but in the
exercise of these powers, the Trustee shall use reasonable accounting principles
and act fairly and equitably;

                           (x) to determine the market value of account balances
and assets, whenever such determination is required in connection with the
administration of the Plan;

                           (xi) to maintain all books and records of the Trust
and to perform clerical, bookkeeping, and accounting work in connection with the
management and administration of the Trust; and

                           (xii) to make, execute, and deliver all instruments
in writing necessary or proper for the accomplishment of any of the foregoing
powers and no person dealing with Trustee shall be required to inquire into the
validity of any such instrument or see to the application by Trustee of any
money or other property paid or delivered to Trustee pursuant to the terms of
any such instrument.

         Section 19 - Fiduciary Responsibilities and Duties. The Trustee, as
Fiduciary, shall discharge his duties, including the allocation of duties with
respect to the Plan(s), solely by exercising the care, skill, prudence, and
diligence under the circumstances then prevailing that a prudent person acting
in a like capacity and familiar with such matters would use in the conduct of an
enterprise


                                       19
<PAGE>

of like character and with like aims; by diversifying Plan(s) investments so as
to minimize the risk of large losses, unless, under the circumstances, it is
clearly prudent not to do so; all subject to the terms of the Plan(s) documents
insofar as the same are consistent with the provisions of Title One (I) of
ERISA. Further:

                           (i) If the Trustee or any other Fiduciary with
respect to the Plan(s) who breaches any of the responsibilities, obligations, or
duties imposed upon fiduciaries by Title I of ERISA, it shall be personally
liable to make good to the Plan(s) any losses to the Plan(s) resulting from each
such breach and to restore to the Plan(s) any profits from such Fiduciary which
have been made through use of assets of the Plan(s) by the Fiduciary and shall
be subject to such other equitable or remedial relief as a court of competent
jurisdiction may deem appropriate. However, no Fiduciary shall be liable with
respect to a breach of Fiduciary duty committed before he or she became a
Fiduciary or after he or she ceased to be a Fiduciary;

                           (ii) Where there are co-Fiduciaries, they shall act
jointly in exercising their Fiduciary duties, unless the Fiduciary
responsibilities have been otherwise delegated among them in accordance with the
provisions of the Plan(s) for delegating such responsibilities (if any);
however, in addition to any liability of a Fiduciary for his or her own breaches
of Fiduciary responsibility under (a) above, a Fiduciary shall be liable for the
breach of responsibility of another Fiduciary to



                                       20
<PAGE>

the Plan(s) if:

                                    (I) he knowingly participates in or conceals
an act or omission of a co-Fiduciary knowing the same to be a breach;

                                    (II) by failure to carry out his own
specific administrative responsibilities, a Fiduciary enables another Fiduciary
of the Plan(s) to commit a breach; or

                                    (III) he has knowledge of a breach by a
Fiduciary of the Plan(s) and makes no reasonable effort under the circumstances
to remedy the breach.

         Section 20 - Prohibited Transactions. The Trustee, as Fiduciary, shall
not (unless exempted by the Secretary of Labor or Secretary of the Puerto Rico
Treasury) cause the Plan(s) to engage in any of the following transactions with
a party in interest:

                  (i) the sale or exchange of the Plan(s)' property;

                  (ii) the loan of money or extension of credit, except as
provided under the Plan(s)' loan provisions;

                  (iii) the furnishing of goods, services, or facilities;

                  (iv) the transfer of Plan(s)' assets to or use by or for, the
benefit of such person, except in the form of benefits to which he or she is
entitled as a Plans) Participant.

         For this purpose, the term "party in interest" shall mean:

                  (i) any Fiduciary (including, but not limited to, any
administrator, officer, Trustee, or custodian), counsel, or Employee of the
Plan(s);



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<PAGE>

                  (ii) a person providing services to the Plan(s).

                  (iii) an employer whose Employees are covered by the Plan(s);

                  (iv) an Employee organization, any of the members of which are
covered by the Plan(s);

                  (v) an owner, directly or indirectly, of 50% or more of the
following:

                           (I) the combined voting power of all classes of
voting stock or the total value of all classes of stock of a corporation;

                           (II) the capital or profits from an interest in a
partnership;

                           (III) the beneficial interest in a Trust or
unincorporated organization, which is the employer under (iii), above, or the
Employee organization under (iv), above;

                  (vi) a relative (meaning spouse, ancestor, lineal descendant,
or spouse of a lineal descendant) of any person described in (i), (ii), (iii),
or (iv);

                  (vii) a corporation, partnership, Trust, or estate in which
fifty percent (50%) or more of (v)(I) or (II), above, is owned, directly or
indirectly, or held, by a person described in (i) through (v), above.

                  (viii) an Employee, officer, director, or persons having
powers or responsibilities similar to those of officers or directors, or a ten
percent (10%)-or-more shareholder, directly or indirectly, of a person described
in (ii)-(v) or (vii), above, or of the Plan(s);

                  (ix) a ten percent (10%)-or-more (directly or



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<PAGE>

indirectly in capital or profits) partner or joint venturer of a person
described in (ii)-(v) or vii), above.

         Section 21 - Savings Clause. Nothing in this Trust shall preclude:

                  (a) the Plan(s) from purchasing insurance for itself to cover
losses by reason of the act or omission of a Fiduciary, provided that the
insurer has recourse against the Fiduciary in case of his breach of Fiduciary
obligation;

                  (b) a Fiduciary from purchasing insurance to cover liability
from and for his own account; or

                  (c) Employer(s) from purchasing insurance to cover liability
of one or more persons who serve as Fiduciaries under the Plan(s).

         Section 22 - Bonding. Unless exempted by the Secretary of Labor, every
Fiduciary of the Plan(s) (other than a Trustee/custodian which is a bank that
meets the requirements of Section Four Hundred Twelve (a) (two) (412(a)(2)) of
ERISA), shall be bonded by a surety bond in an amount determined at the
beginning of each year which is the greater of ten percent (10%) of the amount
of the funds handled or ONE THOUSAND DOLLARS ($1,000), but, in all events, not
more than FIVE HUNDRED THOUSAND DOLLARS ($500,000).

         Section 23 - Miscellaneous. Any notices from Trustee to Employer(s)
provided for in this Trust document shall be effective if sent by first class
mail to Employer(s)' last known address of record.

         Section 24 - Standard of Care. Except as otherwise specifically
provided herein, Trustee shall discharge its duties as set forth in the



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<PAGE>

Plan(s) and Trust solely in the interest of Participants and their
Beneficiaries, and:

                  (i) for the exclusive purpose of

                           (I) providing benefits to Participants and their
Beneficiaries, and

                           (II) defraying the reasonable expenses of
administering the Plan(s);

                  (ii) with the care, skill, prudence, and diligence under the
circumstances then prevailing that a prudent person acting in a like capacity
and familiar with such matters would use in the conduct of an enterprise of like
character and with like aims; and

                  (iii) by diversifying the investments of the Plans) so as to
minimize the risk of large losses, unless, under the circumstances, it is
clearly prudent not to do so.

         Section 25 - Governing Law. Except as otherwise provided by ERISA,
this Deed of Trust shall be construed and regulated by the laws of the
Commonwealth of Puerto Rico.

         Section 26 - Availability of Copies of Deed of Trust. Unless otherwise
provided for in the Plan(s), or in rules and regulations prescribed by the
Employer(s), a copy of this Deed of Trust shall be kept on file at the offices
of Trustee, available for inspection during regular working hours, and upon
request will be furnished to any Participant or Beneficiary.

                            ACCEPTANCE AND EXECUTION

         The appearing party, in its capacities as Settlor and Trustee, and
through its representative hereby accept, ratify and confirm this Deed of


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<PAGE>

Trust, and I, the Notary Public, hereby certify that I have notified the
appearing party of the pertinent legal warnings and of the legal effects of this
document, as well as of the right to have witnesses present at the execution
hereof, which right was waived.

         I further certify that the appearing party read this Deed of Trust
before me, the Notary, and that this Deed, having been read, was approved and
ratified by the appearing party through its representative who fixed his
initials on all and each of the pages of this Deed and signed his name on the
last page of this document before me, the Notary Public.

         TO ALL OF WHICH, and as to the appearing party, I, the Notary Public,
authorizing this document, under my notarial faith and under signature, rubric,
sign and seal, GIVE FAITH.


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